File Nos. 33-31809
811-5883
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 6 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 6 [X]
(Check appropriate box or boxes.)
PEOPLES INDEX FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b) of Rule 485
X on February 11, 1994 pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a) of Rule 485
on (date) pursuant to paragraph (a) of Rule 485
Registrant has registered an indefinite number of shares of its Common
Stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended October 31, 1993 was filed on December 30, 1993.
PEOPLES INDEX FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Page Cover
2 Synopsis 2
3 Condensed Financial Information 2
4 General Description of Registrant 3
5 Management of the Fund 6
6 Capital Stock and Other Securities 12
7 Purchase of Securities Being Offered 6
8 Redemption or Repurchase 8
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-16
13 Investment Objectives and Policies B-2
14 Management of the Fund B-5
15 Control Persons and Principal B-7
Holders of Securities
16 Investment Advisory and Other B-8
Services
NOTE: * Omitted since answer is negative or inapplicable.
PEOPLES INDEX FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
17 Brokerage Allocation B-15
18 Capital Stock and Other Securities B-16
19 Purchase, Redemption and Pricing B-10, B-11,
of Securities Being Offered B-13
20 Tax Status B-14
21 Underwriters B-10
22 Calculations of Performance Data B-16
23 Financial Statements B-19
Items in
Part C of
Form N-1A
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-9
30 Location of Accounts and Records C-17
31 Management Services C-17
32 Undertakings C-17
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS FEBRUARY 11, 1994
PEOPLES INDEX FUND, INC.
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PEOPLES INDEX FUND, INC. (THE "FUND") IS AN OPEN-END, NON-
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS AN INDEX
FUND. ITS GOAL IS TO PROVIDE INVESTMENT RESULTS THAT CORRESPOND TO
THE PRICE AND YIELD PERFORMANCE OF PUBLICLY TRADED COMMON STOCKS
IN THE AGGREGATE, AS REPRESENTED BY THE STANDARD & POOR'S 500
COMPOSITE STOCK PRICE INDEX. IN ANTICIPATION OF TAKING A MARKET
POSITION, THE FUND IS PERMITTED TO PURCHASE AND SELL STOCK INDEX
FUTURES. THE FUND IS NEITHER SPONSORED BY NOR AFFILIATED WITH
STANDARD & POOR'S CORPORATION.
WELLS FARGO NIKKO INVESTMENT ADVISORS ("WFNIA") SERVES AS THE
FUND'S INDEX FUND MANAGER.
THE DREYFUS CORPORATION ("DREYFUS") SERVES AS THE FUND'S
ADMINISTRATOR. DREYFUS SERVICE CORPORATION (THE "DISTRIBUTOR"), A
WHOLLY-OWNED SUBSIDIARY OF DREYFUS, SERVES AS THE FUND'S
DISTRIBUTOR.
SHAREHOLDERS WHO REDEEM SHARES WITHIN SIX MONTHS OF THE
OPENING OF THEIR ACCOUNT WILL BE CHARGED A 1% REDEMPTION FEE WHICH
WILL BE DEDUCTED FROM REDEMPTION PROCEEDS. HOWEVER, THE
REDEMPTION FEE WILL NOT BE APPLICABLE TO SHARES HELD IN OMNIBUS
ACCOUNTS.
--------------
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE
FUND THAT YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.
PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION),
DATED FEBRUARY 11, 1994, WHICH MAY BE REVISED FROM TIME TO TIME,
PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS
AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE
FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-
0144, OR CALL 1-800-645-6561. WHEN TELEPHONING ASK FOR OPERATOR 666.
--------------
THE FUND'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. THE FUND'S SHARES INVOLVE
CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
THE FUND'S SHARE PRICE AND INVESTMENT RETURN FLUCTUATE AND ARE
NOT GUARANTEED.
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TABLE OF CONTENTS
PAGE
FEE TABLE................................................... 2
CONDENSED FINANCIAL INFORMATION............................. 2
DESCRIPTION OF THE FUND..................................... 3
MANAGEMENT OF THE FUND...................................... 5
HOW TO BUY FUND SHARES...................................... 6
HOW TO REDEEM FUND SHARES................................... 8
SHAREHOLDER SERVICES........................................ 10
SHAREHOLDER SERVICES PLAN................................... 10
DIVIDENDS, DISTRIBUTIONS AND TAXES.......................... 11
PERFORMANCE INFORMATION..................................... 12
GENERAL INFORMATION......................................... 12
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
FEE TABLE
SHAREHOLDER TRANSACTION EXPENSES
Redemption Fees (as percentage of amount redeemed)................. 1.00%
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees.................................................... .10%
Shareholder Services Fees.......................................... .10%
Other Expenses..................................................... .33%
Total Fund Operating Expenses...................................... .53%
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
You would pay the following expenses
on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period: $5 $17 $30 $66
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
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The purpose of the foregoing table is to assist you in understanding the
various costs and expenses that investors will bear, directly or indirectly,
the payment of which will reduce investors' return on an annual basis. The
information in the foregoing table does not reflect any fee waivers or
expense reimbursement arrangements that may be in effect. You can
purchase Fund shares without charge directly from the Distributor; you
may be charged a nominal fee if you effect transactions in Fund shares
through a securities dealer, bank or other financial institution. See
"Management of the Fund."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Coopers &
Lybrand, the Fund's independent accountants, whose report thereon
appears in the Statement of Additional Information. Further financial data
and related notes are included in the Statement of Additional Information,
available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share of
Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This
information has been derived from information provided in the Fund's
financial statements.
<TABLE>
<CAPTION>
Year Ended October 31,
------------------------------------------------
PER SHARE DATA: 1990(1) 1991 1992 1993
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net asset value, beginning of year................................ $12.50 $10.86 $14.16 $15.16
------ ------ ------ ------
INVESTMENT OPERATIONS:
Investment income-net............................................. .17 .34 .41 .30
Net realized and unrealized gain (loss) on investments (1.81) 3.18 .97 1.86
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS.............................. (1.64) 3.52 1.38 2.16
------ ------ ------ ------
DISTRIBUTIONS:
Dividends from investment income-net.............................. -- (.22) (.38) (.40)
Dividends from net realized gain on investments................... -- -- -- (.04)
------ ------ ------ ------
Total Distributions........................................... -- (.22) (.38) (.44)
------ ------ ------ ------
Net asset value, end of year...................................... $10.86 $14.16 $15.16 $16.88
====== ====== ====== ======
TOTAL INVESTMENT RETURN.............................................. (13.12%)(2) 32.85% 9.90% 14.49%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................... -- -- -- .39%
Ratio of net investment income to average net assets.............. 3.46%(2) 3.45% 3.04% 2.36%
Decrease reflected in above expense ratios due to undertakings
by WFNIA and Dreyfus.......................................... 1.42%(2) .78% .65% .14%
Decrease reflected in above expense ratios due to
redemption fee................................................ .08%(2) .10% -- --
Portfolio Turnover Rate........................................... 1.21%(2) .69% 3.10% 3.77%
Net Assets, end of year (000's Omitted)........................... $29,266 $69,211 $92,598 $281,403
- --------------------------
(1) From January 2, 1990 (commencement of operations) to October 31, 1990.
(2) Not annualized.
</TABLE>
(2)
Further information about the Fund's performance is contained in the
Fund's annual report, which may be obtained without charge by writing to
the address or calling the number set forth on the cover page of this
Prospectus.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE - The Fund's investment objective is to provide
investment results that correspond to the price and yield performance of
publicly-traded common stocks in the aggregate, as represented by the
Standard & Poor's 500 Composite Stock Price Index* (the "Index"). The
Fund's investment objective cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940)
of the Fund's outstanding voting shares. There can be no assurance that the
Fund's investment objective will be achieved.
MANAGEMENT POLICIES - The Fund attempts to duplicate the investment
results of the Index, which is composed of 500 selected common stocks,
most of which are listed on the New York Stock Exchange. Standard &
Poor's Corporation chooses the stocks to be included in the Index solely on
a statistical basis. The Fund attempts to be fully invested at all times in
the stocks that comprise the Index and stock index futures as described
below and, in any event, at least 80% of the Fund's net assets will be so
invested. Inclusion of a stock in the Index in no way implies an opinion by
Standard & Poor's Corporation as to its attractiveness as an investment.
The Fund uses the Index as the standard performance comparison because
it represents approximately 69% of the total market value of all common stocks
and is well known to investors. An investment in the Fund involves risks similar
to those of investing in common stocks.
The weightings of stocks in the Index are based on each stock's relative
total market capitalization; that is, its market price per share times the
number of shares outstanding. Because of this weighting, as of October 31,
1993, 46% of the Index was composed of the 50 largest companies. WFNIA
generally selects stocks for the Fund's portfolio in the order of their
weightings in the Index beginning with the heaviest weighted stocks. With
respect to the Fund's assets invested in the stocks in the Index, the
percentage of such assets invested in each stock is approximately the
same as the percentage it represents in the Index.
No attempt is made to manage the portfolio in the traditional sense
using economic, financial and market analysis. The Fund is managed using
a computer program to determine which stocks are to be purchased or sold
to replicate the Index to the extent feasible. From time to time,
administrative adjustments may be made in the Fund's portfolio because
of changes in the composition of the Index, but such changes should be
infrequent.
The Fund believes that the indexing approach described above is an
effective method of substantially duplicating percentage changes in the
Index. It is a reasonable expectation that there will be a close correlation
between the Fund's performance and that of the Index in both rising and
falling markets. The Fund will attempt to achieve a correlation between
the performance of its portfolio and that of the Index of at least 0.95,
without taking into account expenses. A correlation of 1.00 would indicate
perfect correlation, which would be achieved when the Fund's net asset
value, including the value of its dividend and capital gains distributions,
increases or decreases in exact proportion to changes in the Index. The
Fund's ability to correlate its performance with the Index, however, may
be affected by, among other things, changes in securities markets, the
manner in which the Index is calculated by Standard & Poor's Corporation
and the timing of purchases and redemptions. In the future, the Board of
Directors, subject to the approval of shareholders, may select another
index if such a standard of comparison is deemed to be more
representative of the performance of common stocks.
The Fund's ability to duplicate the performance of the Index also
depends to some extent on the size of the Fund's portfolio and the size of
cash flows into and out of the Fund. Investment changes to accommodate
these cash flows are made to maintain the similarity of the Fund's
portfolio to the Index to the maximum practicable extent.
From time to time to increase its income, the Fund may lend securities
from its portfolio to brokers, dealers and other financial institutions needing
to borrow securities to complete certain transactions. Such loans may not exceed
30% of the value of the Fund's total assets. In connection with such loans, the
Fund receives collateral consisting of cash, U.S. Government securities or
irrevocable letters of credit. Such collateral is main-
- -------------------------
*"Standard & Poor's 500," "S&P" and "S&P 500" are trademarks of
Standard & Poor's Corporation and have been licensed for use by the Fund.
The Fund is not sponsored, endorsed, sold or promoted by Standard &
Poor's Corporation.
(3)
tained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. The Fund continues to be entitled to
payments in amounts equal to the dividends, interest or other
distributions payable on the loaned security and receives interest on the
amount of the loan. Such loans are terminable at any time upon specified
notice. The Fund might experience risk of loss if the institution with
which it has engaged in a portfolio loan transaction breaches its
agreement with the Fund.
When the Fund has cash reserves, the Fund may invest in U.S.
Government securities, repurchase agreements, time deposits,
certificates of deposit, bankers' acceptances and high-grade commercial
paper. See the Fund's Statement of Additional Information for a
description of these instruments. The Fund also may purchase stock index
futures in anticipation of taking a market position when, in the opinion of
WFNIA, available cash balances do not permit an economically efficient
trade in the cash market. The Fund also may sell stock index futures to
terminate existing positions it may have as a result of its purchases of
stock index futures.
STOCK INDEX FUTURES - A stock index future obligates the seller to
deliver (and the purchaser to take) an amount of cash equal to a specific
dollar amount times the difference between the value of a specific stock
index at the close of the last trading day of the contract and the price at
which the agreement is made. No physical delivery of the underlying
stocks in the index is made. The Fund purchases and sells futures
contracts on the stock index for which it can obtain the best price with
consideration also given to liquidity.
Initially, when purchasing or selling futures contracts, the Fund is
required to deposit with its custodian in the broker's name an amount of
cash or cash equivalents up to approximately 10% of the contract amount.
This amount is subject to change by the exchange or board of trade on
which the contract is traded and members of such exchange or board of
trade may impose their own higher requirements. This amount is known as
"initial margin" and is in the nature of a performance bond or good faith
deposit on the contract which is returned to the Fund upon termination of
the futures position, assuming all contractual obligations have been
satisfied. Subsequent payments, known as "variation margin," to and from
the broker, are made daily as the price of the index or securities
underlying the futures contract fluctuates, making the long and short
positions in the futures contract more or less valuable, a process known
as "marking-to-market." At any time prior to the expiration of a futures
contract, the Fund may elect to close the position by taking an opposite
position at the then prevailing price, which will operate to terminate the
Fund's existing position in the contract.
Using futures in anticipation of market transactions involves certain
risks. Although the Fund intends to purchase or sell futures contracts only
if there is an active market for such contracts, no assurance can be given
that a liquid market will exist for any particular contract at any
particular time. In addition, the price of stock index futures may not
correlate perfectly with the movement in the stock index due to certain
market distortions. First, all participants in the futures market are
subject to margin deposit and maintenance requirements. Rather than
meeting additional margin deposit requirements, investors may close
futures contracts through offsetting transactions which would distort the
normal relationship between the index and futures markets. Secondly,
from the point of view of speculators, the deposit requirements in the
futures market are less onerous than margin requirements in the
securities market. Therefore, increased participation by speculators in
the futures market also may cause temporary price distortions. Because of
the possibility of price distortions in the futures market and the
imperfect correlation between movements in the stock index and
movements in the price of stock index futures, a correct forecast of
general market trends still may not result in a successful hedging
transaction.
The Fund is not a commodity pool. The Fund's commodity transactions
must constitute bona fide hedging or other permissible transactions
pursuant to regulations promulgated by the Commodity Futures Trading
Commission. In addition, the Fund may not engage in such transactions if
the amount of initial margin deposits, other than bona fide hedging
transactions, would exceed 5% of the liquidation value of the Fund's
assets, after taking into account unrealized profits and losses on such
contracts it has entered into. In connection with its futures transactions,
the Fund may be required to establish and maintain at its custodian bank a
segregated account consisting of cash or high quality money market
instruments in an amount equal to the market value of the underlying
commodity less any amount deposited as margin.
(4)
CERTAIN FUNDAMENTAL POLICIES - The Fund may: (i) invest up to 5% of its
assets in securities of any company having less than three years'
continuous operation (including operations of any predecessors); (ii)
borrow money from banks (which, if permitted by applicable regulatory
authority, may be from Wells Fargo Institutional Trust Company, N.A. or
Wells Fargo Bank, N.A., affiliates of WFNIA), but only for temporary or
emergency (not leveraging) purposes in an amount up to 15% of the value
of the Fund's total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5%
of the value of the Fund's total assets, the Fund will not make any
additional investments; (iii) pledge, hypothecate, mortgage or otherwise
encumber its assets, but only in an amount up to 15% of the value of its
total assets to secure borrowings for temporary or emergency purposes.
Collateral arrangements with respect to initial or variation margin for
futures contracts will not be deemed to be pledges of the Fund's assets;
(iv) invest up to 25% of its assets in the securities of issuers in a single
industry (or more to the extent the Index also is so concentrated); and (v)
invest up to 10% of its net assets in repurchase agreements providing for
settlement in more than seven days after notice and in securities that are
not readily marketable. This paragraph describes fundamental policies
that cannot be changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of the Fund's outstanding
voting shares. See "Investment Objective and Management Policies _
Investment Restrictions" in the Fund's Statement of Additional
Information.
INVESTMENT CONSIDERATIONS - The Fund's classification as a "non-
diversified" investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer is not
limited by the Investment Company Act of 1940. A "diversified" investment
company is required by the Investment Company Act of 1940 generally,
with respect to 75% of its total assets, to invest not more than 5% of
such assets in the securities of a single issuer and to hold not more than
10% of the outstanding voting securities of a single issuer. However, the
Fund intends to conduct its operations so as to qualify as a "regulated
investment company" for purposes of the Internal Revenue Code of 1986,
as amended (the "Code"), which requires that, at the end of each quarter
of its taxable year, (i) at least 50% of the market value of the Fund's total
assets be invested in cash, U.S. Government securities, the securities of
other regulated investment companies and other securities, with such
other securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the Fund's
total assets and 10% of the outstanding voting securities of such issuer,
and (ii) not more than 25% of the value of its total assets be invested in
the securities of any one issuer (other than U.S. Government securities or
the securities of other regulated investment companies). Since a
relatively high percentage of the Fund's assets may be invested in the
securities of a limited number of issuers, some of which may be within
the same economic sector, the Fund's portfolio securities may be more
susceptible to any single economic, political or regulatory occurrence
than the portfolio securities of a diversified investment company.
Since the stocks of some foreign issuers are included in the Index, the
Fund's portfolio may contain securities of such foreign issuers which may
subject the Fund to additional investment risks with respect to those
securities that are different in some respects from those incurred by a
fund which invests only in securities of domestic issuers. Such risks
include future political and economic developments, the possible
imposition of withholding taxes on income payable on the securities, the
possible establishment of exchange controls or the adoption of other
foreign governmental restrictions which might adversely affect an
investment in these securities and the possible seizure or nationalization
of foreign deposits.
Investment decisions for the Fund are made independently from those of
the other accounts and investment companies that may be managed by
WFNIA. However, if such other accounts or investment companies are
prepared to invest in, or desire to dispose of, securities in which the Fund
invests at the same time as the Fund, available investments or
opportunities for sales will be allocated equitably to each. In some cases,
this procedure may adversely affect the size of the position obtained for
or disposed of by the Fund or the price paid or received by the Fund.
(5)
MANAGEMENT OF THE FUND
INDEX FUND MANAGER - WFNIA, located at 45 Fremont Street, San
Francisco, California 94105, is the index fund manager. WFNIA was
organized and registered as an investment adviser on April 3, 1990.
Pursuant to an Index Management Agreement with the Fund, WFNIA
manages the investment of the Fund's assets, subject to the supervision
of the Fund's Board of Directors and in conformity with Maryland law and
the stated policies of the Fund. WFNIA is responsible for placing purchase
and sale orders and providing continuous supervision of the investment
portfolio. WFNIA also serves as index fund manager of Dreyfus Life and
Annuity Index Fund, Inc. and Dreyfus Edison Electric Index Fund, Inc.
On April 3, 1990, Wells Fargo & Company, Wells Fargo Bank, N.A. and
Wells Fargo Investment Advisors ("WFIA"), the predecessor index manager
of the Fund, signed an agreement with The Nikko Securities Co., Ltd. and an
affiliate ("Nikko") pursuant to which the assets and business of WFIA
relevant to its performance as index fund manager were transferred to
WFNIA. WFIA and Nikko each own 50% of WFNIA. Nikko, whose principal
place of business is located in Tokyo, Japan, is one of the world's leading
investment managers with approximately $18 billion under management as
of October 31, 1993. WFNIA, one of the world's largest managers of index
funds, is responsible for managing or providing investment advice for
assets aggregating in excess of $154 billion.
Pursuant to the terms of the Index Management Agreement, the Fund has
agreed to pay WFNIA a monthly fee at the annual rate of .10 of 1% of the
value of the Fund's average daily net assets. For the fiscal year ended
October 31, 1993, the Fund paid WFNIA an index management fee at the
effective annual rate of .06 of 1% of the value of the Fund's average daily
net assets pursuant to undertakings by WFNIA.
ADMINISTRATOR - Dreyfus, located at 200 Park Avenue, New York, New
York 10166, serves as the Fund's administrator pursuant to an
Administration Agreement with the Fund. Under the Administration
Agreement, Dreyfus generally assists in all aspects of the Fund's
operations, other than providing index management or investment advice,
subject to the overall authority of the Fund's Board of Directors in
accordance with Maryland law. Dreyfus was organized in 1947 and, as of
November 1, 1993, managed or administered approximately $80 billion in assets
for more than 1.9 million investor accounts nationwide.
Pursuant to the terms of the Administration Agreement, the Fund has
agreed to pay Dreyfus a monthly fee at the annual rate of .20 of 1% of the
value of the Fund's average daily net assets. For the fiscal year ended
October 31, 1993, the Fund paid Dreyfus an administration fee at the
effective annual rate of .10 of 1% of the value of the Fund's average daily
net assets pursuant to undertakings by Dreyfus.
CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT - Wells
Fargo Institutional Trust Company, N.A., 45 Fremont Street, San Francisco,
California 94105 ("WFITC"), is the Custodian of the Fund's investments.
WFITC is owned by WFNIA and Wells Fargo & Company. The Shareholder
Services Group, Inc., a subsidiary of First Data Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent") .
EXPENSES - The imposition of the Fund's index management and
administration fees, as well as other operating expenses, will have the
effect of reducing investors' return and will affect the Fund's ability to
track the Index exactly. From time to time, WFNIA and/or Dreyfus or one
of their affiliates may waive receipt of their fees and/or voluntarily
assume certain expenses of the Fund, which would have the effect of
lowering the overall expense ratio of the Fund and increasing yield to
investors at the time such amounts are waived or assumed, as the case
may be. The Fund will not pay WFNIA and/or Dreyfus or their affiliates at
a later time for any amounts which may be waived, nor will the Fund
reimburse WFNIA and/or Dreyfus or their affiliates for any amounts which
may be assumed. Dreyfus may pay the Distributor for shareholder and
distribution services from Dreyfus' own assets, including past profits but
not including the administration fee paid by the Fund. The Distributor may
use part or all of such payments to pay securities dealers or others in
respect of these services.
HOW TO BUY FUND SHARES
The Distributor, located at 200 Park Avenue, New York, New York
10166, is a wholly-owned subsidiary of Dreyfus. The shares it distributes
are not deposits or obligations of The Dreyfus Security Savings Bank,
F.S.B. and therefore are not insured by the Federal Deposit Insurance
Corporation.
(6)
You can purchase Fund shares without a sales charge if you purchase
them directly from the Distributor; you may be charged a nominal fee if
you effect transactions in Fund shares through a securities dealer, bank or
other financial institution. Stock certificates are issued only upon your
written request. No certificates are issued for fractional shares. The Fund
reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if you are a client
of a securities dealer, bank or other financial institution which has made
an aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial investment
must be accompanied by the Fund's Account Application. For full-time or
part-time employees of Dreyfus or any of its affiliates or subsidiaries,
directors of Dreyfus, Board members of a fund advised by Dreyfus,
members of the Fund's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-time or
part-time employees of Dreyfus or any of its affiliates or subsidiaries
who elect to have a portion of their pay directly deposited into their Fund
account, the minimum initial investment is $50. The Fund reserves the
right to offer Fund shares without regard to minimum purchase
requirements to employees participating in certain qualified or non-
qualified employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form acceptable
to the Fund. The Fund reserves the right to vary further the initial and
subsequent investment minimum requirements at any time.
You may purchase Fund shares by check or wire. Checks should be made
payable to "Peoples Index Fund, Inc.," or, if for Dreyfus retirement plan
accounts, to "The Dreyfus Trust Company, Custodian." Payments to open
new accounts which are mailed should be sent to Peoples Index Fund, Inc.,
P.O. Box 6647, Providence, Rhode Island 02940-6647, together with your
Account Application. For subsequent investments, your Fund
account number should appear on the check and an investment slip should
be enclosed. For Dreyfus retirement plan accounts, both initial and
subsequent investments should be sent to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427. Neither
initial nor subsequent investments should be made by third party check.
Purchase orders may be delivered in person only to a Dreyfus Financial
Center. THESE ORDERS WILL BE FORWARDED TO THE FUND AND WILL BE
PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the nearest
Dreyfus Financial Center, please call one of the telephone numbers listed
under "General Information."
Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank
having a correspondent bank in New York City. Immediately available funds
may be transmitted by wire to The Bank of New York, DDA
#8900119527/Peoples Index Fund, Inc., for purchase of Fund shares in
your name. The wire must include your Fund account number (for new
accounts, your Taxpayer Identification Number ("TIN" should be included
instead), account registration and dealer number, if applicable. If your
initial purchase of Fund shares is by wire, please call 1-800-645-6561
after completing your wire payment to obtain your Fund account number.
Please include your Fund account number on the Fund's Account
Application and promptly mail the Account Application to the Fund, as no
redemptions will be permitted until the Account Application is received.
You may obtain further information about remitting funds in this manner
from your bank. All payments should be made in U.S. dollars and, to avoid
fees and delays, should be drawn only on U.S. banks. A charge will be
imposed if any check used for investment in your account does not clear.
The Fund makes available to certain large institutions the ability to issue
purchase instructions through compatible computer facilities.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct
the institution to transmit immediately available funds through the
Automated Clearing House to The Bank of New York with instructions to
credit your Fund account. The instructions must specify your Fund account
registration and your Fund account number PRECEDED BY THE DIGITS "1111."
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where
(i) the employers or affiliated employers maintaining such plans or
programs have a minimum of 250 employ-
(7)
ees eligible for participation in
such plans or programs, or (ii) such plan's or program's aggregate initial
investment in the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans or programs exceeds one million
dollars. All present holdings of shares of funds in the Dreyfus Family of
Funds by such employee benefit plans or programs will be aggregated to
determine the fee payable with respect to each such purchase of Fund
shares. The Distributor reserves the right to cease paying these fees at
any time. The Distributor will pay such fees from its own funds, other
than amounts received from the Fund, including past profits or any other
source available to it.
Fund shares are sold on a continuous basis at the net asset value per
share next determined after your order is received by the Transfer Agent
or other agent. If an order is received in proper form by the Transfer 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 given day, Fund shares will be
purchased at the net asset value determined as of such close of trading on
that day. 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. To permit the Fund to invest your
money as promptly as possible after receipt, thereby maximizing the
Fund's ability to track the Index, you are urged to transmit your purchase
order in proper form so that it may be received by the Transfer Agent
prior to 12:00 noon, New York time, on the day you want your purchase
order to be effective.
The Fund's 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 per share, futures contracts will be valued 15 minutes after
the close of trading on the floor of the New York Stock Exchange. Net asset
value per share is computed by dividing the value of the Fund's net assets
(i.e., the value of its assets less liabilities) by the total number of shares
outstanding. The Fund's investments are valued based on market value, or
where market quotations are not readily available, based on fair value as
determined in good faith by the Board of Directors. For further information
regarding the methods employed in valuing Fund investments, see
"Determination of Net Asset Value" in the Fund's Statement of Additional
Information.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes"
and the Fund's Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject
you to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
HOW TO REDEEM FUND SHARES
GENERAL - You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent as
described below. When a request is received in proper form, the Fund will
redeem the shares at the next determined net asset value. To maximize
the Fund's ability to track the Index, you are urged to transmit your
redemption requests so that they may be received by the Transfer Agent
prior to 12:00 noon, New York time, on the day you want your redemption
request to be effective.
You will be charged a 1% redemption fee for only those redemptions
which occur within the initial six-month period following the opening of
your account. This redemption fee will be deducted from your redemption
proceeds and retained by the Fund. It is expected that, as a result of this
fee, the Fund will be able to track the Index more closely. However, the
redemption fee will not be charged upon the redemption of shares
purchased through omnibus accounts, nor will it be used to pay fees
imposed for various Fund services. The redemption fee may be waived,
modified or discontinued and reintroduced at any time or from time to
time. In addition, securities dealers, banks and other financial
institutions may charge a nominal fee for effecting redemptions of Fund
shares. Any certificates representing Fund shares being redeemed must be
submitted with the redemption request. The value of the shares redeemed
may be more or less than their original cost, depending upon the Fund's
then-current net asset value.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
accordance with the procedures described below, except as provided by
the rules of the Securities and Exchange Commission. HOWEVER, IF YOU
HAVE PURCHASED FUND SHARES BY CHECK OR THROUGH DREYFUS-AUTOMATIC ASSET
BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMP-
(8)
TION REQUEST TO THE TRANSFER AGENT, THE REDEMPTION
PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE
OF YOUR PURCHASE CHECK OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER,
WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE
FUND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE
FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER
AGENT OF THE PURCHASE CHECK OR THE DREYFUS-AUTOMATIC ASSET
BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE
PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY WIRE
PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE
IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME
ANY REDEMPTION IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE
AND BE PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER
RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares will not be redeemed until
the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if your account's net asset value is
$500 or less and remains so during the notice period.
PROCEDURES - You may redeem Fund shares by using the regular
redemption procedure through the Transfer Agent, through the Wire Redemption
Privilege, or through the Telephone Redemption Privilege. The Fund makes
available to certain large institutions the ability to issue redemption
instructions through compatible computer facilities.
You may redeem Fund shares by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed an
Optional Services Form with the Transfer Agent. If you select a telephone
redemption privilege, you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you,
and reasonably believed by the Transfer Agent to be genuine. The Fund will
require the Transfer Agent to employ reasonable procedures, such as
requiring a form of personal identification, to confirm that instructions
are genuine and, if it does not follow such procedures, the Fund or the
Transfer Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Fund nor the Transfer Agent will be
liable for following telephone instructions reasonably believed to be
genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption of Fund shares. In such cases, you should consider
using the other redemption procedures described herein. Use of these other
redemption procedures may result in your redemption request being
processed at a later time than it would have been if telephone redemption
had been used. During the delay, the Fund's net asset value may fluctuate.
REGULAR REDEMPTION - Under the regular redemption procedure, you may
redeem shares by written request mailed to Peoples Index Fund, Inc., P.O.
Box 6647, Providence, Rhode Island 02940-6647, or, if for Dreyfus
retirement plan accounts, to The Dreyfus Trust Company, Custodian, P.O.
Box 6427, Providence, Rhode Island 02940-6427. Redemption requests
may be delivered in person only to a Dreyfus Financial Center. THESE
REQUESTS WILL BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY
UPON RECEIPT THEREBY. For the location of the nearest Dreyfus Financial
Center, please call one of the telephone numbers listed under "General
Information." Redemption requests must be signed by each shareholder,
including each owner of a joint account, and each signature must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing
agencies and savings associations, as well as from participants in the
New York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP"), and the Stock Exchanges
Medallion Program. If you have any questions with respect to signature-
guarantees, please call one of the telephone numbers listed under "General
Information."
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
Your written redemption request may direct that the redemption
proceeds be used to purchase shares of other funds advised or
administered by Dreyfus. The 1% redemption fee, described above, if
applicable, may be charged upon such redemption (depending upon how long
your Fund account has been open or the type of account from which shares
are being redeemed) and your redemption proceeds will be invested in
shares of the
(9)
other fund on the next business day. Before you make such a
request, you must obtain and should review a copy of the current
prospectus of the fund being purchased. Prospectuses may be obtained
from the Distributor. The prospectus will contain information concerning
minimum investment requirements and other conditions that may apply to
your purchase. No other fees currently are charged shareholders directly in
connection with this procedure, although the Fund reserves the right, upon
not less than 60 days' written notice, to charge shareholders a nominal
fee in accordance with rules promulgated by the Securities and Exchange
Commission. This procedure may be modified or terminated at any time
upon not less than 60 days' notice to shareholders.
WIRE REDEMPTION PRIVILEGE - You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank
which is a member of the Federal Reserve System, or a correspondent bank
if your bank is not a member. To establish the Wire Redemption Privilege,
you must check the appropriate box and supply the necessary information
on the Fund's Account Application or file an Optional Services Form with
the Transfer Agent. You may direct that redemption proceeds be paid by
check (maximum $150,000 per day) made out to the owners of record and
mailed to your address. Redemption proceeds of
less than $1,000 will be paid automatically by check. Holders of jointly
registered Fund or bank accounts may have redemption proceeds of only up
to $250,000 wired within any 30-day period. You may telephone
redemption requests by calling 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306. The Fund reserves the right to
refuse any redemption request, including requests made shortly after a
change in address, and may limit the amount involved or the number of
such requests. This Privilege may be modified or terminated at any time
by the Transfer Agent or the Fund. The Fund's Statement of Additional
Information sets forth instructions for transmitting redemption requests
by wire. Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not eligible for
this Privilege.
TELEPHONE REDEMPTION PRIVILEGE -- You may redeem Fund shares
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed an
Optional Services Form with the Transfer Agent. The redemption proceeds
will be paid by check and mailed to your address. You may telephone
redemption instructions by calling 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306. The Fund reserves the right to
refuse any request made by telephone, including requests made shortly
after a change of address, and may limit the amount involved or the
number of telephone redemption requests. This Privilege may be modified
or terminated at any time by the Transfer Agent or the Fund. Shares held
under Keogh Plans, IRAs or other retirement plans, and shares for which
the certificates have been issued, are not eligible for this Privilege.
SHAREHOLDER SERVICES
DREYFUS-AUTOMATIC ASSET BUILDER - Dreyfus-AUTOMATIC Asset Builder
permits you to purchase Fund shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by you. Fund
shares are purchased by transferring funds from the bank account
designated by you. At your option, the bank account designated by you will
be debited in the specified amount, and Fund shares will be purchased,
once a month, on either the first or fifteenth day, or twice a month, on
both days. Only an account maintained at a domestic financial institution
which is an Automated Clearing House member may be so designated. To
establish a Dreyfus-AUTOMATIC Asset Builder account, you must file an
authorization form with the Transfer Agent. You may obtain the necessary
authorization form from the Distributor. You may cancel your participation
in this Privilege or change the amount of purchase at any time by mailing
written notification to Peoples Index Fund, Inc., P.O. Box 6647, Providence,
Rhode Island 02940-6647, or, if for Dreyfus retirement plan accounts, to
The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence, Rhode
Island 02940-6427, and the notification will be effective three business
days following receipt. The Fund may modify or terminate this Privilege at
any time or charge a service fee, although no such fee currently is
contemplated.
RETIREMENT PLANS - The Fund offers a variety of pension and profit-
sharing plans, including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover
Accounts," 401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan
support services also are available. You can obtain details on the various
plans by calling the following numbers toll
(10)
free: for Keogh Plans, please
call 1-800-358-5566; for IRAs and IRA "Rollover Accounts," please call
1-800-645-6561; for SEP-IRAs, 401(k) Salary Reduction Plans and
403(b)(7) Plans, please call 1-800-322-7880.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan pursuant to which the
Fund reimburses the Distributor an amount not to exceed an annual rate of
.25 of 1% of the value of the Fund's average daily net assets for certain
allocated expenses of providing personal services and/or maintaining
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily pays dividends from net investment income and
distributes net realized securities gains, if any, once a year, but may
make distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner consistent
with the provisions of the Investment Company Act of 1940. The Fund will
automatically reinvest dividends and distributions from securities gains,
if any, in additional Fund shares at net asset value or, at your option, pay
them in cash. The Fund will not make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized
or have expired. You may choose whether to receive distributions in cash
or to reinvest them in additional Fund shares at net asset value. If
applicable, the 1% redemption fee, described under "How to Redeem Fund
Shares," will be charged upon certain redemptions of Fund shares received
through the automatic reinvestment of dividends or distributions. All
expenses are accrued daily and deducted before declaration of dividends in
investors.
Dividends paid by the Fund derived from net investment income and
distributions from net realized short-term securities gains of the Fund
will be taxable to U.S. shareholders as ordinary income whether received
in cash or reinvested in Fund shares. Depending on the composition of the
Fund's income, a portion of the dividends from net investment income may
qualify for the dividends received deduction allowable to certain
corporate shareholders. Distributions from net realized long-term
securities gains of the Fund will be taxable to U.S. shareholders as long-
term capital gains for Federal income tax purposes, regardless of how
long shareholders have held their Fund shares and whether such
distributions are received in cash or reinvested in Fund shares. The Code
provides that the net long-term capital gain of an individual will
generally not be subject to Federal income tax at a rate in excess of 28%.
Dividends and distributions may be subject to state and local taxes.
Dividends derived from net investment income and distributions from
net realized short-term securities gains paid by the Fund to a foreign
investor generally are subject to U.S. nonresident withholding taxes at the
rate of 30%, unless the foreign investor claims the benefit of a lower rate
specified in a tax treaty. Distributions from net realized long-term
securities gains paid by the Fund to a foreign investor as well as the
proceeds of any redemptions from a foreign investor's account, regardless
of the extent to which gain or loss may be realized, generally will not be
subject to U.S. nonresident withholding tax. However, such distributions
may be subject to backup withholding, as described below, unless the
foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and distributions is mailed
to you annually. You also will receive periodic summaries of your account
which will include information as to dividends and distributions from
securities gains, if any, paid during the year.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends,
distributions from net realized securities gains and the proceeds of any
redemption, regardless of the extent to which gain or loss may be
realized, paid to a shareholder if such shareholder fails to certify either
that the TIN furnished in connection with opening an account is correct, or
that such shareholder has not received notice from the IRS of being
subject to backup withholding as a result of a failure to properly report
taxable dividend or interest income on a Federal income tax return.
Furthermore, the IRS may notify the Fund to institute backup withholding
if the IRS determines a shareholder's TIN is incorrect or if a shareholder
has failed to properly report taxable dividend and interest income on a
Federal income tax return.
(11)
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended October 31, 1993 as a "regulated investment company"
under the Code. The Fund intends to continue to so qualify if such
qualification is in the best interest of its shareholders. Such qualification
relieves the Fund of any liability for Federal
income tax to the extent its earnings are distributed in accordance with
applicable provisions of the Code. The Fund is subject to a non-deductible
4% excise tax, measured with respect to certain undistributed amounts of
taxable investment income and capital gains.
You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.
PERFORMANCE INFORMATION
For the purpose of advertising, performance is calculated on the basis
of average annual total return. Advertisements also may include
performance calculated on the basis of total return.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Fund was purchased
with an initial payment of $1,000 and that the investment was redeemed
at the end of a stated period of time, after giving effect to the
reinvestment of dividends and distributions during the period. The return
is expressed as a percentage rate which, if applied on a compounded
annual basis, would result in the redeemable value of the investment at
the end of the period. Advertisements of the Fund's performance will
include the Fund's average annual total return for one, five and ten year
periods, or for shorter time periods depending upon the length of time
during which the Fund has operated.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the
income and principal changes for a specified period and dividing by the net
asset value per share at the beginning of the period. Advertisements may
include the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the
application of the percentage rate of total return.
Performance will vary from time to time and past results are not
necessarily representative of future results. Performance information,
such as that described above, may not provide a basis for comparison with
other investments or other investment companies using a different
method of calculating performance.
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 also may cite in its advertisements or in reports or other
communications to shareholders, historical performance of unmanaged
indexes as reported in Ibbotson, Roger G. and Rex A. Sinquefield, STOCKS,
BONDS, BILLS AND INFLATION (SBBI),1982, updated annually in the SBBI
YEARBOOK, Ibbotson Associates, Chicago. The Fund also may cite in its
advertisements the aggregate amount of assets committed to index
investing by pension funds and/or other institutional investors, which
currently exceeds $300 billion, and may refer to or discuss then-current
or past economic or financial conditions, developments or events.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on October 6, 1989, and
commenced operations on January 2, 1990. The Fund is authorized to issue
200 million shares of Common Stock, par value $.001 per share. Each share
has one vote.
Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year
the election of Directors or the appointment of accountants. However,
pursuant to the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special
meeting of shareholders for purposes of removing a Director from office
and the holders of at least 25% of such
(12)
shares may require the Fund to
hold a special meeting of shareholders for any other purpose. Fund
shareholders may remove a Director by the affirmative vote of a majority
of the Fund's outstanding voting shares. In addition, the Board of Directors
will call a meeting of shareholders for the purpose of electing Directors
if, at any time, less than a majority of the Directors then holding office
have been elected by shareholders.
The Transfer Agent maintains a record of your ownership and sends you
confirmation statements of account.
Shareholder inquiries may be made by writing to the Fund at l44 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll
free l-800-645-6561. In New York City, call 1-718-895-1206 (outside
New York City, call collect); on Long Island, call 794-5200.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY
PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.
--------------
The Fund is not sponsored, endorsed, sold or promoted by Standard &
Poor's Corporation ("S&P"). S&P makes no representation or warranty,
express or implied, to the owners of the Fund or any member of the public
regarding the advisability of investing in securities generally or in the
Fund particularly or the ability of the S&P 500 Index to track general
stock market performance. S&P's only relationship to the Fund is the
licensing of certain trademarks and trade names of S&P and of the S&P
500 Index which is determined, composed and calculated by S&P without
regard to the Fund. S&P has no obligation to take the needs of the Fund or
the owners of the Fund into consideration in determining, composing or
calculating the S&P 500 Index. S&P is not responsible for and has not
participated in the calculation of the Fund's net asset value, nor is S&P a
distributor of the Fund. S&P has no obligation or liability in connection
with the administration, marketing or trading of the Fund.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS
OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.
(13)
__________________________________________________________________________
PEOPLES INDEX FUND (REGISTERED), INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
FEBRUARY 11, 1994
__________________________________________________________________________
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Peoples Index Fund (Registered), Inc. (the "Fund"), dated February 11, 1994,
as it may be revised from time to time. To obtain a copy of the Fund's
Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call the following numbers:
Outside New York State -- Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
(Outside New York City -- Call Collect)
On Long Island -- Call 794-5200
Wells Fargo Nikko Investment Advisors ("WFNIA") serves as the Fund's
index fund manager.
The Dreyfus Corporation ("Dreyfus") serves as the Fund's
administrator.
Dreyfus Service Corporation (the "Distributor"), a wholly-owned
subsidiary of Dreyfus, serves as the distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . . . . . . B-2
Management of the Fund . . . . . . . . . . . . . . . . . . . . . B-5
Index Management and Administration Agreements . . . . . . . . . B-8
Shareholder Services Plan. . . . . . . . . . . . . . . . . . . . B-10
Purchase of Fund Shares. . . . . . . . . . . . . . . . . . . . . B-10
Redemption of Fund Shares. . . . . . . . . . . . . . . . . . . . B-11
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . B-12
Determination of Net Asset Value . . . . . . . . . . . . . . . . B-13
Dividends, Distributions and Taxes . . . . . . . . . . . . . . . B-14
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . B-15
Performance Information. . . . . . . . . . . . . . . . . . . . . B-16
Information About the Fund . . . . . . . . . . . . . . . . . . . B-16
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Accountants. . . . . . . . . . . . . . B-17
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-18
Financial Statements . . . . . . . . . . . . . . . . . . . . . . B-19
Report of Independent Accountants. . . . . . . . . . . . . . . . B-30
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Description of the Fund."
Other Portfolio Securities
Securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities include U.S. Treasury securities, which
differ in their interest rates, maturities and times of issuance.
Treasury Bills have initial maturities of one year or less; Treasury Notes
have initial maturities of one to ten years; and Treasury Bonds generally
have initial maturities of greater than ten years. Some obligations
issued or guaranteed by U.S. Government agencies and instrumentalities,
for example, Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the U.S.
Treasury; others, such as those of the Federal Home Loan Banks, by the
right of the issuer to borrow from the Treasury; others, such as those
issued by the Federal National Mortgage Association, by discretionary
authority of the U.S. Government to purchase certain obligations of the
agency or instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or variable rates
of interest. Principal and interest may fluctuate based on generally
recognized reference rates or the relationship of rates. While the U.S.
Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will
always do so, since it is not so obligated by law. The Fund will invest
in such securities only when it is satisfied that the credit risk with
respect to the issuer is minimal.
Repurchase agreements involve the acquisition by the Fund of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price,
usually not more than one week after its purchase. The Fund's custodian
or sub-custodian will have custody of, and will hold in a segregated
account, securities acquired by the Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and
Exchange Commission to be loans by the Fund. In an attempt to reduce the
risk of incurring a loss on a repurchase agreement, the Fund will enter
into repurchase agreements only with domestic banks with total assets in
excess of one billion dollars or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which the Fund may invest, and will require that
additional securities be deposited with it if the value of the securities
purchased should decrease below resale price. WFNIA will monitor on an
ongoing basis the value of the collateral to assure that it always equals
or exceeds the repurchase price. Certain costs may be incurred by the
Fund in connection with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In addition,
if bankruptcy proceedings are commenced with respect to the seller of the
securities, realization on the securities by the Fund may be delayed or
limited. The Fund will consider on an ongoing basis the creditworthiness
of the institutions with which it enters into repurchase agreements.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Time deposits which may be held by the Fund will not benefit from
insurance from the Bank Insurance Fund or the Savings Association
Insurance Fund administered by the Federal Deposit Insurance Corporation.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified
period of time.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the full
amount of the instrument upon maturity. Other short-term bank obligations
may include uninsured, direct obligations bearing fixed, floating on
variable interest rates.
Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs. The commercial paper purchased
by the Fund will consist only of direct obligations which, at the time of
their purchase, are (a) rated at least Prime-1 by Moody's Investors
Service, Inc. or A-1 by Standard & Poor's Corporation, (b) issued by
companies having an outstanding unsecured debt issue currently rated at
least Aa by Moody's Investors Service, Inc. or at least AA- by Standard &
Poor's Corporation, or (c) if unrated, determined by WFNIA to be of
comparable quality to those rated obligations which may be purchased by
the Fund.
Management Policies
Lending Portfolio Securities. To a limited extent, the Fund may lend
its portfolio securities to brokers, dealers and other financial
institutions, provided it receives cash collateral which at all times is
maintained in an amount equal to at least 100% of the current market value
of the securities loaned. For purposes of this policy, the Fund considers
collateral consisting of U.S. Government securities or irrevocable letters
of credit issued by banks whose securities meet the standards for
investment by the Fund to be the equivalent of cash. By lending its
portfolio securities, the Fund can increase its income through the
investment of the cash collateral. Such loans may not exceed 30% of the
value of the Fund's total assets. From time to time, the Fund may return
to the borrower or a third party which is unaffiliated with the Fund, and
which is acting as a "placing broker," a part of the interest earned from
the investment of collateral received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value
of the securities rises above the level of such collateral; (3) the Fund
must be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any dividends, interest or
other distributions payable on the loaned securities, and any increase in
market value; (5) the Fund may pay only reasonable custodian fees in
connection with the loan; and (6) while voting rights on the loaned
securities may pass to the borrower, the Fund's Directors must terminate
the loan and regain the right to vote the securities if a material event
adversely affecting the investment occurs. These conditions may be
subject to future modification.
Investment Restrictions
The Fund has adopted the following investment restrictions as
fundamental policies. These restrictions cannot be changed without
approval by the holders of a majority (as defined in the Investment
Company Act of 1940 (the "Act")) of the Fund's outstanding voting shares.
The Fund may not:
1. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessors) if such
purchase would cause the value of the Fund's investments in all such
companies to exceed 5% of the value of its total assets.
2. Purchase securities of closed-end investment companies except
(a) in the open market where no commission other than the ordinary
broker's commission is paid, which purchases are limited to a maximum of
(i) 3% of the total outstanding voting stock of any one closed-end
investment company, (ii) 5% of the Fund's net assets with respect to the
securities issued by any one closed-end investment company and (iii) 10%
of the Fund's net assets in the aggregate, or (b) those received as part
of a merger or consolidation. The Fund may not purchase the securities of
open-end investment companies other than itself.
3. Invest in commodities, except that the Fund may invest in
futures contracts as described in the Prospectus and Statement of
Additional Information.
4. Purchase, hold or deal in real estate, or oil and gas interests,
but the Fund may purchase and sell securities that are secured by real
estate or issued by companies that invest or deal in real estate.
5. Borrow money, except from banks (which, if permitted by
applicable regulatory authority, may be from an agent bank of Wells Fargo
Institutional Trust Company, N.A. or Wells Fargo Bank, N.A., affiliates of
WFNIA) for temporary or emergency (not leveraging) purposes in an amount
up to 15% of the value of the Fund's total assets (including the amount
borrowed) based on the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is made. While
borrowings exceed 5% of the value of the Fund's total assets, the Fund
will not make any additional investments. Transactions in futures and
options do not involve any borrowing for purposes of this restriction.
6. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except in an amount up to 15% of the value of its total assets, but only
to secure borrowings for temporary or emergency purposes. Collateral
arrangements with respect to initial or variation margin for futures
contracts will not be deemed to be pledges of the Fund's assets.
7. Lend any funds or other assets except through the purchase of
debt securities, bankers' acceptances and commercial paper of corporations
and other entities. However, the Fund may lend its portfolio securities
in an amount not to exceed 30% of the value of its total assets. Any
loans of portfolio securities will be made according to guidelines
established by the Securities and Exchange Commission and the Fund's
Directors.
8. 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.
9. 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.
10. Purchase, sell or write puts, calls or combinations thereof.
11. Invest more than 25% of its assets in investments in any
particular industry or industries (including banking), except to the
extent the Standard & Poor's 500 Composite Stock Price 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, though not fundamental policies, the Fund may
not (i) engage in arbitrage transactions, (ii) purchase warrants
(excluding those acquired by the Fund in units or attached to securities),
or (iii) sell securities short, but reserves the right to sell securities
short against the box (a transaction in which the Fund enters into a short
sale of a security which the Fund owns).
If a percentage restriction is adhered to at the time of investment,
a later change in percentage resulting from a change in values or assets
will not constitute a violation of such restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interests of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below. Each Director who is deemed to be an "interested person"
of the Fund, as defined in the Act, is indicated by an asterisk.
Directors and Officers of the Fund
*JOSEPH S. DiMARTINO, President and Director. President, Chief Operating
Officer and a director of Dreyfus, Executive Vice President and a
director of the Distributor and an officer, director or trustee of
other investment companies advised or administered by Dreyfus. He is
also a director of Noel Group, Inc., a director and Corporate Member
of The Muscular Dystrophy Association and a Trustee of Bucknell
University. His address is 200 Park Avenue, New York, New York
10166.
*DAVID P. FELDMAN, Director. Corporate Vice President-Investment
Management of AT&T. He is also a trustee of Corporate Property
Investors, a real estate investment company. His address is One Oak
Way, Berkeley Heights, New Jersey 07922.
JACK R. MEYER, Director. President and Chief Executive Officer of Harvard
Management Company, an investment management company, since September
1990. For more than five years prior thereto, he was Treasurer and
Chief Investment Officer of The Rockefeller Foundation. His address
is 600 Atlantic Avenue, Boston, Massachusetts 02210.
JOHN SZARKOWSKI, Director. Director Emeritus of the Department of
Photography at The Museum of Modern Art. Consultant in photography.
His address is Bristol Road Box 221, East Chatham, New York 12060.
ANNE WEXLER, Director. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She is also
a Director of American Cyanamid Company, The Continental Corporation,
Comcast Corporation and New England Electric System, and a member of
the Board of the Carter Center of Emory University, the Council of
Foreign Relations, the I.B.M. Public Responsibility Committee, the
Visiting Committee of the John F. Kennedy School of Government at
Harvard University and the Board of Visitors of the University of
Maryland School of Public Affairs. Her address is 1317 F Street,
N.W., Washington, D.C. 20004.
The "non-interested" Directors and Mr. Feldman are also directors of
Dreyfus Edison Electric Index Fund, Inc., Dreyfus Life and Annuity Index
Fund, Inc., Dreyfus-Wilshire Target Funds, Inc. and Peoples S&P MidCap
Index Fund, Inc. Mr. Feldman is also a director of Dreyfus New Jersey
Municipal Bond Fund, Inc., Dreyfus Strategic Governments Income, Inc.,
Dreyfus BASIC Money Market Fund, Inc., FN Network Tax Free Money Market
Fund, Inc. and Premier Global Investing, a managing general partner of
Dreyfus Strategic Growth, L.P. and Dreyfus Global Growth, L.P. (A
Strategic Fund), and a trustee of Dreyfus Investors GNMA Fund, Dreyfus
100% U.S. Treasury Intermediate Term Fund, Dreyfus 100% U.S. Treasury Long
Term Fund, Dreyfus 100% U.S. Treasury Money Market Fund, Dreyfus 100% U.S.
Treasury Short Term Fund, Dreyfus New York Insured Tax Exempt Bond Fund,
Dreyfus Strategic Income, Dreyfus Strategic Investing, Dreyfus Florida
Intermediate Municipal Bond Fund, Dreyfus BASIC U.S. Government Money
Market Fund, Dreyfus California Intermediate Municipal Bond Fund, Dreyfus
Connecticut Intermediate Municipal Bond Fund, Dreyfus Massachusetts
Intermediate Municipal Bond Fund and Dreyfus New Jersey Intermediate
Municipal Bond Fund.
For so long as the Fund's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Directors of the Fund
who are not "interested persons" of the Fund, as defined in the Act, will
be selected and nominated by the Directors who are not "interested
persons" of the Fund.
The Fund does not pay any remuneration to its officers and Directors
other than fees and expenses to those Directors who are not officers,
directors, employees or holders of 5% or more of the outstanding voting
securities of WFNIA or Dreyfus, which totalled $15,018 for the fiscal year
ended October 31, 1993 for such Directors as a group.
Officers of the Fund Not Listed Above
ELIE M. GENADRY, Senior Vice President. Vice President--Institutional
Sales of Dreyfus, Executive Vice President of the Distributor and an
officer of other investment companies advised or administered by
Dreyfus.
DANIEL C. MACLEAN, Vice President. Vice President and General Counsel of
Dreyfus, Secretary of the Distributor and an officer of other
investment companies advised or administered by Dreyfus.
MARK N. JACOBS, Vice President. Secretary and Deputy General Counsel of
Counsel of Dreyfus and an officer of other investment companies
advised or administered by Dreyfus.
JEFFREY N. NACHMAN, Vice President--Financial. Vice President--Mutual
Fund Accounting of Dreyfus and an officer of other investment
companies advised or administered by Dreyfus.
JOHN J. PYBURN, Treasurer. Assistant Vice President of Dreyfus and an
officer of other investment companies advised or administered by
Dreyfus.
THOMAS J. DURANTE, Controller. An employee of Dreyfus and an officer of
other investment companies advised or administered by Dreyfus.
STEVEN F. NEWMAN, Secretary. Associate General Counsel of Dreyfus and an
officer of other investment companies advised or administered by
Dreyfus.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of Dreyfus,
the Distributor and other investment companies advised or
administered by Dreyfus.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of Common Stock outstanding on January 10, 1994.
The following persons are known by the Fund to own of record 5% or
more of the Fund's outstanding voting securities on January 10, 1994:
LaSalle National Bank, P.O. Box 1443, Chicago, Illinois 60690--13.3%;
Dreyfus Trust Company, as trustee for FDC Incentive Savings Plan, 144
Glenn Curtiss Boulevard, Uniondale, New York 11556--8.1%; Libtee, P.O. Box
32590, Louisville, Kentucky 40232--6.0%.
INDEX MANAGEMENT AND ADMINISTRATION AGREEMENTS
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
Index Management Agreement. WFNIA provides management services
pursuant to the Index Management Agreement (the "Management Agreement")
dated April 4, 1990, with the Fund, which is subject to annual approval by
(i) the Fund's Board of Directors or (ii) vote of a majority (as defined
in the Act) of the outstanding voting securities of the Fund, provided
that in either event the continuance also is approved by a majority of the
Directors who are not "interested persons" (as defined in the Act) of the
Fund by vote cast in person at a meeting called for the purpose of voting
on such approval. The Management Agreement was approved by shareholders
at a meeting held on August 8, 1991 and was last approved by the Fund's
Board of Directors, including a majority of the Directors who are not
"interested persons" of any party to the Management Agreement, at a
meeting held on May 12, 1993. The Management Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board of Directors or
by vote of the holders of a majority of the Fund's shares, or, upon not
less than 90 days' notice, by WFNIA. The Management Agreement will
terminate automatically in the event of its assignment (as defined in the
Act).
As compensation for its services, the Fund has agreed to pay WFNIA a
monthly management fee at the annual rate of .10 of 1% of the value of the
Fund's average daily net assets. All fees and expenses are accrued daily
and deducted before declaration of dividends to investors. For the fiscal
years ended October 31, 1991 and 1992 the index management fees payable to
WFNIA were $48,631 and $80,566, respectively. However, no index
management fees were paid pursuant to undertakings. For the fiscal year
ended October 31, 1993, the index management fee payable to WFNIA was
$181,636, which was reduced by $67,985 pursuant to undertakings by WFNIA.
In addition, Wells Fargo Institutional Trust Company, N.A., the Fund's
custodian, which is owned by WFNIA and Wells Fargo & Company, waived
receipt of $33,145, $14,248 and $4,882 chargeable to the Fund for
custodian fees for the fiscal years ended October 31, 1991, 1992 and 1993,
respectively.
The Fund has agreed that neither WFNIA nor Dreyfus will be liable for
any error of judgment or mistake of law or for any loss suffered by the
Fund in connection with the matters to which WFNIA's or Dreyfus'
respective agreement with the Fund relates, except for a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of
WFNIA or Dreyfus, as the case may be, in the performance of its
obligations or from reckless disregard by it of its obligations and duties
under its respective agreement with the Fund.
Administration Agreement. Pursuant to the Administration Agreement
(the "Administration Agreement") dated November 20, 1989 with the Fund,
Dreyfus, together with WFNIA, furnishes the Fund clerical help and
accounting, data processing, bookkeeping, internal auditing and legal
services and certain other services required by the Fund, prepares reports
to the Fund's shareholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities, and
generally assists in all aspects of the Fund's operations, other than
providing investment advice. Dreyfus bears all expenses in connection
with the performance of its services and pays the salaries of all officers
and employees who are employed by both it or its affiliates and the Fund.
The Administration Agreement is subject to annual approval by (i) the
Fund's Board of Directors or (ii) vote of a majority (as defined in the
Act) of the Fund's outstanding voting securities, provided that in either
event the continuance also is approved by a majority of the Directors who
are not "interested persons" (as defined in the Act) of the Fund, by vote
cast in person at a meeting called for the purpose of voting on such
approval. The Administration Agreement was last approved by the Fund's
Board of Directors, including a majority of the Directors who are not
interested persons of any party to the Administration Agreement, at a
meeting held on May 12, 1993. The Administration Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board of Directors or
by vote of the holders of a majority of the Fund's shares. The
Administration Agreement is terminable upon not less than 90 days' notice
by Dreyfus and will terminate automatically in the event of its assignment
(as defined in the Act).
As compensation for its services, the Fund has agreed to pay Dreyfus
a monthly administration fee at the annual rate of .20 of 1% of the value
of the Fund's average daily net assets. For the fiscal years ended
October 31, 1991 and 1992, the administration fees payable to Dreyfus were
$97,262 and $161,133, respectively. However, no administration fees were
paid pursuant to undertakings. For the fiscal year ended October 31,
1993, the administration fee payable to Dreyfus was $363,272, which was
reduced by $189,824 pursuant to undertakings by Dreyfus.
In addition to the persons named as such in the section entitled
"Management of the Fund," the following persons are officers and/or
directors of Dreyfus: Howard Stein, Chairman of the Board and Chief
Executive Officer; Julian M. Smerling, Vice Chairman of the Board of
Directors; Alan M. Eisner, Vice President and Chief Financial Officer;
David W. Burke, Vice President and Chief Administrative Officer; Robert F.
Dubuss, Vice President; Peter A. Santoriello, Vice President; Robert H.
Schmidt, Vice President; Kirk V. Stumpp, Vice President--New Product
Development; Philip L. Toia, Vice President; Katherine C. Wickham,
Assistant Vice President; Maurice Bendrihem, Controller; and Mandell L.
Berman, Alvin E. Friedman, Lawrence M. Greene, Abigail Q. McCarthy and
David B. Truman, directors.
Expenses and Expense Information. All expenses incurred in the
operation of the Fund are borne by the Fund, except to the extent
specifically assumed by WFNIA and/or Dreyfus. The expenses borne by the
Fund include the following: organizational costs, taxes, interest,
brokerage fees and commissions, if any, fees of Directors who are not
officers, directors, employees or holders of 5% or more of the outstanding
voting securities of WFNIA or Dreyfus or their affiliates, Securities and
Exchange Commission fees, state Blue Sky qualification fees, index
management and administration fees, charges of custodians, transfer and
dividend disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of
maintaining corporate existence, costs of independent pricing services,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of shareholders' reports and
corporate meetings, costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders, and any extraordinary expenses.
WFNIA and Dreyfus have agreed that if in any fiscal year the
aggregate expenses of the Fund (including fees pursuant to the Management
Agreement and the Administration Agreement, but excluding taxes,
brokerage, interest on borrowings and, with the prior written consent of
the necessary state securities commissions, extraordinary expenses) exceed
the expense limitation of any state having jurisdiction over the Fund, the
Fund may deduct from the fees to be paid to each of WFNIA and Dreyfus, or
Dreyfus will bear, such excess expense in proportion to their management
fee and administration 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 of the fees payable to WFNIA and Dreyfus is not subject
to reduction as the value of the Fund's net assets increases.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services Plan."
The Fund has adopted a Shareholder Services Plan (the "Plan")
pursuant to which the Fund reimburses the Distributor for certain
allocated expenses of providing personal services and/or maintaining
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such an answering shareholder inquiries
regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts.
A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Directors for their review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Directors, and by
the Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in the
operation of the Plan, by vote cast in person at a meeting called for the
purpose of considering such amendments. The Plan is subject to annual
approval by such vote of the Directors cast in person at a meeting called
for the purpose of voting on the Plan. The Plan is terminable at any time
by vote of a majority of the Directors who are not "interested persons"
and have no direct or indirect financial interest in the operation of the
Plan.
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor
also acts as distributor for the
other funds in the Dreyfus Family of Funds and for certain other
investment companies.
Transactions through Securities Dealers. In some states, banks or
other financial institutions effecting transactions in Fund shares may be
required to register as dealers pursuant to state law.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Fund Shares."
Wire Redemption Privilege. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor, and reasonably believed by the Transfer Agent to be genuine.
Ordinarily, the Fund will initiate payment for shares redeemed pursuant to
this Privilege on the next business day after receipt if the Transfer
Agent receives the redemption request in proper form. Redemption proceeds
will be transferred by Federal Reserve wire only to the commercial bank
account specified by the investor on the Account Application or Optional
Services Form. Redemption proceeds, if wired, must be in the amount of
$1,000 or more and will be wired to the investor's account at the bank of
record designated in the investor's file at the Transfer Agent, if the
investor's bank is a member of the Federal Reserve System, or to a
correspondent bank if the investor's bank is not a member. Fees
ordinarily are imposed by such bank and usually are borne by the investor.
Immediate notification by the correspondent bank to the investor's bank is
necessary to avoid a delay in crediting the funds to the investor's bank
account.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmission:
Transfer Agent's
Transmittal Code Answer Back Sign
________________ ________________
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free. Investors should advise the operator that the
above transmittal code must be used and should also inform the operator of
the Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive wire
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."
Stock Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each
signature must be guaranteed. Signatures on endorsed certificates
submitted for redemption also must be guaranteed. The Transfer Agent has
adopted standards and procedures pursuant to which signature-guarantees in
proper form generally will be accepted from domestic banks, brokers,
dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations, as
well as from participants in the New York Stock Exchange Medallion
Signature Program, the Securities Transfer Agents Medallion Program
("STAMP") and the Stock Exchanges Medallion Program. Guarantees must be
signed by an authorized signatory of the guarantor and
"Signature-Guaranteed" must appear with the signature. The Transfer Agent
may request additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other suitable
verification arrangements from foreign investors, such as consular
verification. For more information with respect to signature-guarantees,
please call one of the telephone numbers listed on the cover.
Redemption Commitment. The Fund has committed to pay in cash all
redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Board of Directors reserves the right to make payments in
whole or part in securities or other assets of the Fund in case of an
emergency or any time a cash distribution would impair the liquidity of
the Fund to the detriment of the existing shareholders. In such event,
the securities would be valued in the same manner as the Fund's portfolio
is valued. If the recipient sold such securities, brokerage charges would
be incurred.
Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities
and Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services."
Corporate Pension, Profit-Sharing and Personal Retirement Plans. The
Fund makes available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan. In
addition, the Fund makes available Keogh Plans, IRAs, including IRAs set
up under a Simplified Employee Pension Plan ("SEP-IRAs") and IRA "Rollover
Accounts," and 403(b)(7) Plans. Plan support services also are available.
Investors can obtain details on the various plans by calling the following
numbers toll free: for Keogh Plans, please call 1-800-358-5566; for IRAs
and IRA "Rollover Accounts," please call 1-800-645-6561; for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-
7880.
Investors who wish to purchase Fund shares in conjunction with a
Keogh Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request
from the Distributor forms for adoption of such plans.
A fee may be charged by the entity acting as custodian for Keogh
Plans, 403(b)(7) Plans or IRAs, payment of which could require the
liquidation of shares. All fees charged are described in the appropriate
form.
Shares may be purchased in connection with these plans only by direct
remittance to the entity which acts as custodian. Purchases for these
plans may not be made in advance of receipt of funds.
The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans, and SEP-IRAs, with more than one participant, is
$2,500, with no minimum on subsequent purchases. The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans, with only one participant, is normally $750, with no minimum on
subsequent purchases. Individuals who open an IRA also may open a
non-working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan and the
appropriate form of Custodial Agreement for further details as to
eligibility, service fees and tax implications, and should consult a tax
adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
Valuation of Portfolio Securities. The Fund's portfolio securities
are valued at the last sale price on the securities exchange or national
securities market on which such securities are primarily traded.
Securities not listed on an exchange or national securities market, or
securities in which there were no transactions, are valued at the average
of the most recent bid and asked prices. Bid price is used when no asked
price is available. Any securities or other assets for which recent
market quotations are not readily available are valued at fair value as
determined in good faith by the Board of Directors. Expenses and fees,
including the index management and administration fees (reduced by the
expense limitation, if any), are accrued daily and taken into account for
the purpose of determining the net asset value of Fund shares.
New York Stock Exchange Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
Taxation of the Fund. Management of the Fund believes that the Fund
qualified for the fiscal year ended October 31, 1993 as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended
(the "Code"). The Fund intends to continue to so qualify as long as such
qualification is in the best interests of its shareholders. Among the
requirements for such qualification is that less than 30% of the Fund's
gross income must be derived from the gain on the sale or other
disposition of securities held for less than three months. Accordingly,
the Fund may be restricted in the sale or other disposition of securities
held for less than three months, and in the utilization of certain
investment techniques described in the Prospectus under "Description of
the Fund." The Code, however, allows the Fund to net certain offsetting
positions, making it easier for the Fund to satisfy the 30% test. The
term "regulated investment company" does not imply the supervision of
management or investment practices or policies by any government agency.
Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss. In addition, all or a portion of
the gain realized from engaging in "conversion transactions" may be
treated as ordinary income under Section 1258. "Conversion transactions"
are defined to include certain forward, futures, option and "straddle"
transactions, transactions marketed or sold to produce capital gains, or
transactions described in Treasury regulations to be issued in the future.
Under Section 1256 of the Code, gain or loss realized by the Fund
from certain financial futures 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 of such futures as well as from closing
transactions. In addition, any such futures remaining unexercised at the
end of the Fund's taxable year will be treated as sold for their then fair
market value, resulting in additional gain or loss to the Fund
characterized in the manner described above.
Offsetting positions held by the Fund involving futures may
constitute "straddles." Straddles are defined to include "offsetting
positions" in actively traded personal property. The tax treatment of
straddles is governed by Sections 1092 and 1258 of the Code, which, in
certain circumstances, overrides or modifies the provisions of Section
1256.
As such, all or a portion of any short or long-term capital gain from
certain "straddle" and conversion transactions may be recharacterized to
ordinary income. If a Fund were treated as entering into straddles by
reason of its futures transactions, such straddles could be characterized
as "mixed straddles" if the futures transactions comprising such straddles
were governed by Section 1256 of the Code. The Fund may make one or more
elections with respect to "mixed straddles." Depending upon which
election is made, if any, the results to the Fund may differ. If no
election is made, to the extent the straddle and conversion transactions
rules apply to positions established by the Fund, losses realized by the
Fund will be deferred to the extent of unrealized gain in any offsetting
positions. Moreover, as a result of the straddle rules, short-term
capital loss on straddle positions may be recharacterized as long-term
capital loss, and long-term capital gain on straddle positions may be
recharacterized as short-term capital gain or ordinary income.
Shareholder Taxation. Depending on the composition of the Fund's
income, all or a portion of the dividends paid by the Fund from net
investment income may qualify for the dividends received deduction
allowable to certain U.S. corporate shareholders ("dividends received
deduction"). In general, dividend income of the Fund distributed to
qualifying corporate shareholders will be eligible for the dividends
received deduction only to the extent that (i) the Fund's income consists
of dividends paid by U.S. corporations and (ii) the Fund would have been
entitled to the dividends received deduction with respect to such dividend
income if the Fund were not a regulated investment company. The dividends
received deduction for qualifying corporate shareholders may be further
reduced if the shares of the Fund held by them with respect to which
dividends are received are treated as debt-financed or deemed to have been
held for less than 46 days. In addition, the Code provides other
limitations with respect to the ability of a qualifying corporate
shareholder to claim the dividends received deduction in connection with
holding Fund shares.
Any dividend or distribution paid shortly after an investor's
purchase may have the effect of reducing the net asset value of his shares
below the cost of his investment. Such a distribution would be a return
on the investment in an economic sense although taxable as stated above.
In addition, the Code provides that if a shareholder holds shares of the
Fund for six months or less and has received a capital gain distribution
with respect to such shares, any loss incurred on the sale of such shares
will be treated as a long-term capital loss to the extent of the capital
gain distribution received.
PORTFOLIO TRANSACTIONS
WFNIA assumes general supervision over placing orders on behalf of
the Fund for the purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in the best
judgment of WFNIA and in a manner deemed fair and reasonable to
shareholders. The primary consideration is prompt execution of orders at
the most favorable net price. Brokers also will be selected because of
their ability to handle special executions such as are involved in large
block trades or broad distributions, provided the primary consideration is
met. Portfolio turnover may vary from year to year, as well as within a
year. High turnover rates are likely to result in comparatively greater
brokerage expenses. The overall reasonableness of brokerage commissions
paid is evaluated by WFNIA based upon its knowledge of available
information as to the general level of commissions paid by other
institutional investors for comparable services.
For its portfolio securities transactions for the fiscal years ended
October 31, 1991, 1992 and 1993, the Fund paid total brokerage commissions
of $34,777, $20,583 and $50,389, respectively, none of which was paid to
the Distributor. There were no spreads or concessions on principal
transactions in fiscal 1991, 1992 and 1993.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Performance Information."
The Fund's average annual total return for the 1 and 3.830 year
periods ended October 31, 1993 was 14.49% and 10.23%, respectively.
Average annual total return is calculated by determining the ending
redeemable value of an investment purchased with a hypothetical $1,000
payment made at the beginning of the period (assuming the reinvestment of
dividends and distributions), dividing by the amount of the initial
investment, taking the "n"th root of the quotient (where "n" is the number
of years in the period) and subtracting 1 from the result.
The Fund's total return for the period January 2, 1990 (commencement
of operations) to October 31, 1993 was 45.21%. 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.
Comparative performance information may be used from time to time in
advertising the Fund's shares, including data from Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index"), Lipper Analytical Services,
Inc., the Dow Jones Industrial Average and other industry publications.
Past performance of the S&P 500 Index is no guarantee of future success of
the Fund. The Fund's share price and yield fluctuate, and its investment
return will reflect applicable expenses. The Fund also may cite in its
advertisements or reports or other communications to shareholders,
historical performance of unmanaged indexes as reported in Ibbotson, Roger
G. and Rex A. Sinquefield, Stocks, Bonds, Bills and Inflation (SBBI), 1982
updated annually in the SBBI Yearbook, Ibbotson Associates, Chicago. The
Fund also may cite in its advertisements to the aggregate amount of assets
committed to index investing by pension funds and/or other institutional
investors, which currently exceeds $300 billion.
The S&P 500 Index and the Standard & Poor's MidCap 400 Index together
represent approximately 86% of the total market capitalization of stocks
traded in the United States. From time to time, advertising materials for
the Fund may refer to Morningstar ratings and related analysis supporting
such ratings.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "General
Information."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
non-assessable. Fund shares are of one class and have equal rights as to
dividends and in liquidation. Shares have no preemptive, subscription or
conversion rights and are freely transferable.
On March 23, 1990, the Fund changed its name from Dreyfus Stock Index
Fund, Inc. to Peoples Index Fund, Inc.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT ACCOUNTANTS
Wells Fargo Institutional Trust Company, N.A., 45 Fremont Street, San
Francisco, California 94105, acts as custodian of the Fund's investments.
The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, acts as
transfer and dividend disbursing agent. Neither Wells Fargo Institutional
Trust Company, N.A. nor The Shareholder Services Group, Inc. has any part
in determining the investment policies of the Fund or which securities are
to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for the Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance
of the shares of Common Stock being sold pursuant to the Fund's
Prospectus.
Coopers & Lybrand, 1301 Avenue of the Americas, New York, New York
10019-6013, independent accountants, have been selected as auditors of the
Fund.
APPENDIX
Description of Standard & Poor's Corporation ("S&P") A-1 Commercial Paper
Ratings:
The designation A-1 by S&P indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined
to possess overwhelming safety characteristics are denoted with a plus sign (+)
designation.
Description of Moody's Investors Service, Inc. ("Moody's) Prime-1 Commercial
Paper Ratings:
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.
PEOPLES INDEX FUND, INC.
STATEMENT OF INVESTMENTS OCTOBER 31, 1993
SHARES COMMON STOCKS--97.5% VALUE
- ------ -----
CAPITAL GOODS--13.5%
8,773 AMP.............. ....................... $547,216
7,537(a) Advanced Micro Devices................... 148,856
3,896 Alco Standard............................ 178,242
11,751 Allied-Signal............................ 841,665
9,421 Amdahl................................... 43,572
1,392(a) Andrew................................... 52,548
9,697 Apple Computer........................... 298,183
7 Autodesk................................. 87,333
6,932 Black & Decker........................... 138,640
28,270 Boeing................................... 1,060,124
1,205 Briggs & Stratton........................ 105,287
14,392 Browning-Ferris Industries............... 325,619
6,841(a) COMPAQ Computer.......................... 461,768
8,443 Caterpillar.............................. 772,535
3,580(a) Ceridian................................. 65,783
2,781 Cincinnati Milacron...................... 66,744
1,477(a) Clark Equipment.......................... 76,804
12,430 Columbia Healthcare...................... 357,372
13,804 Computer Associates International........ 524,552
1,382(a) Computer Sciences........................ 126,971
9,490 Cooper Industries........................ 495,853
16,784 Corning.................................. 434,286
2,205(a) Cray Research............................ 60,086
4,292(a) DSC Communications....................... 281,663
2,892(a) Data General............................. 27,474
6,984 Deere & Co............................... 539,514
10,918(a) Digital Equipment........................ 388,954
4,730 Dover.................................... 271,975
4,648 EG & G................................... 83,083
2,806 E-Systems................................ 127,322
5,760 Eaton.................................... 305,280
18,749 Emerson Electric......................... 1,075,723
6,843 Fluor.................................... 278,852
2,636 General Dynamics......................... 252,397
71,148 General Electric......................... 6,901,354
3,718 General Signal........................... 131,060
2,800 Giddings & Lewis......................... 67,900
4,300 Grainger(W.W.)........................... 234,888
2,827 Grumman.................................. 104,952
2,073 Harnischfeger Industries................. 45,865
3,290 Harris................................... 152,163
21,086 Hewlett-Packard.......................... 1,552,456
11,206 Honeywell................................ 376,802
9,310 Illinois Tool Works...................... 347,961
8,792 Ingersoll-Rand........................... 320,908
35,101 Intel.................................... 2,220,137
3,973(a) Intergraph............................... 44,200
47,611 International Business Machines.......... 2,190,105
5,204 Lockheed................................. 358,426
6,890 Loral.................................... 218,758
3,532(a) Lotus Development........................ 171,302
2,008(a) M/A-Com.................................. 17,068
7,966 Martin Marietta.......................... 352,496
3,293 McDonnell Douglas........................ 308,719
2,642 Morrison Knudsen......................... 62,087
22,660 Motorola................................. 2,373,634
9,160(a) National Semiconductor................... 153,430
6,030(a) Navistar International................... 164,318
20,786 Northern Telecommunications.............. 592,401
3,963 Northrop................................. 137,714
25,420(a) Novell................................... 546,530
11,857(a) Oracle Systems........................... 702,527
9,616 Pall..................................... 199,532
4,061 Parker-Hannifin.......................... 139,089
3,635 Perkin-Elmer............................. 127,225
8,886 Pet...................................... 152,173
13,134 Pitney Bowes............................. 515,510
3,478 Raychem.................................. 133,903
11,360 Raytheon................................. 691,540
18,391 Rockwell International................... 659,777
3,095 Scientific-Atlanta....................... 108,712
8,850(a) Sun Microsystems......................... 225,675
9,436(a) Tandem Computers......................... 103,796
2,532 Tektronix................................ 58,553
6,928 Texas Instruments........................ 454,650
1,525 Thomas & Betts........................... 91,500
2,588 Timken................................... 83,463
3,815 Tyco Laboratories........................ 178,351
13,532(a) Unisys................................... 155,618
3,023(a) Varity................................... 116,386
40,137 WMX Technologies Inc..................... 988,374
29,188 Westinghouse Electric.................... 423,226
8,625 Xerox.................................... 683,531
992 Zurn Industries.......................... 26,784
------------
38,069,805
------------
CONSUMER BASIC--14.9%
6,300(a) ALZA, Cl. A.............................. 162,225
69,296 Abbott Laboratories...................... 1,966,273
21,050 Albertson's.............................. 549,931
5,500 Allergan................................. 125,813
16,750 American Brands.......................... 577,875
25,751 American Home Products................... 1,609,437
11,350(a) Amgen.................................... 517,844
28,625 Archer-Daniels-Midland................... 658,375
4,340 Bard (C.R.).............................. 109,585
4,974 Bausch & Lomb............................ 258,026
23,052 Baxter International..................... 547,485
6,256 Becton, Dickinson & Co................... 237,728
6,852(a) Beverly Enterprises...................... 74,516
9,550(a) Biomet................................... 97,888
11,722 Borden................................... 187,552
43,185 Bristol-Myers Squibb..................... 2,537,118
6,550 Bruno's.................................. 70,413
12,722 CPC International........................ 610,656
21,038 Campbell Soup............................ 875,707
4,567 Clorox................................... 242,051
12,870 Colgate-Palmolive........................ 756,113
3,641 Community Psychiatric Centers............ 50,974
20,966 ConAgra.................................. 566,082
3,108 Fleming Companies........................ 95,571
13,344 General Mills............................ 854,016
5,954 Gerber Products.......................... 169,689
4,977 Giant Food............................... 120,070
3,142 Great Atlantic & Pacific Tea............. 83,263
21,148 Heinz (H.J.)............................. 795,694
7,522 Hershey Foods............................ 398,666
54,560 Johnson & Johnson........................ 2,298,339
19,200 Kellogg.................................. 1,096,800
8,854(a) Kroger................................... 173,760
24,417 Lilly (Eli) & Co......................... 1,321,570
4,784 Manor Care............................... 107,640
4,846 Medtronic................................ 359,210
94,563 Merck & Co............................... 3,037,835
2,324 Millipore................................ 80,759
13,854 National Medical Enterprises............. 155,858
26,493 Pfizer................................... 1,649,189
73,001 Philip Morris Companies.................. 3,923,803
7,374 Pioneer Hi Bred International............ 261,777
2,605 Premark International.................... 199,283
56,760 Procter & Gamble......................... 3,079,229
5,964 Quaker Oats.............................. 423,444
8,636 Ralston Purina........................... 359,474
4,486(a) Ryan's Family Steak House................ 37,010
3,870 St. Jude Medical......................... 108,360
40,458 Sara Lee................................. 1,072,137
16,242 Schering-Plough.......................... 1,104,456
1,909 Shared Medical Systems................... 47,725
5,942 Supervalu................................ 200,543
18,444 Syntex................................... 334,298
15,544 Sysco.................................... 444,947
17,452 UST...................................... 460,297
13,329 Unilever N.V............................. 1,529,502
4,650 U.S. Surgical............................ 110,438
14,459 Upjohn................................... 471,725
11,240 Warner-Lambert........................... 781,180
6,382 Winn-Dixie Stores........................ 370,156
9,689 Wrigley (Wm.) Jr......................... 419,049
------------
41,926,429
------------
CONSUMER DISCRETIONARY--16.0%
2,430 Alberto-Culver, Cl. B Convertible........ 51,334
5,952 American Stores.......................... 241,056
22,582 Anheuser-Busch Companies................. 1,075,467
5,989 Avon Products............................ 302,445
3,903(a) Bally Manufacturing...................... 39,030
1,185 Bassett Furniture........................ 35,846
17,024 Blockbuster Entertainment................ 483,056
2,336 Brown-Forman............................. 184,252
1,439 Brown Group.............................. 48,926
7,885 Brunswick................................ 123,203
8,562 Charming Shoppes......................... 120,938
29,240 Chrysler................................. 1,637,439
108,359 Coca-Cola................................ 4,700,071
6,970 Cooper Tire & Rubber..................... 151,598
3,176 Coors (Adolph)........................... 66,299
1,400 Cummins Engine........................... 133,525
3,826 Dana..................................... 223,343
5,943 Dayton-Hudson............................ 413,039
4,129 Delta Air Lines.......................... 239,482
9,370 Dillard Dept. Stores, Cl. A.............. 344,348
44,632 Disney (Walt)............................ 1,908,017
27,289 Eastman Kodak............................ 1,719,206
4,862 Echlin................................... 158,015
1,592(a) Fedders.................................. 9,950
41,028 Ford Motor............................... 2,538,607
12,036 Gap...................................... 428,783
58,943 General Motors........................... 2,807,159
1,863(a) Genesco.................................. 12,110
10,331 Genuine Parts............................ 391,287
18,390 Gillette................................. 1,119,490
2,156 Goodrich (B.F.).......................... 95,403
12,212 Goodyear Tire & Rubber................... 546,487
2,749 Handleman................................ 33,675
6,367 Harcourt Gen Inc......................... 280,148
2,621(a) Hartmarx................................. 17,692
7,328 Hasbro................................... 265,640
3,932 Hilton Hotels............................ 184,313
3,157 International Flavors & Fragrances....... 342,535
3,791 Jostens.................................. 73,451
33,954 K mart................................... 831,873
3,106(a) King World Productions................... 120,746
30,196 Limited.................................. 645,440
6,805 Liz Claiborne............................ 129,295
1,744 Longs Drug Stores........................ 59,296
6,078 Lowe's Companies......................... 283,387
2,235 Luby's Cafeterias........................ 50,008
8,456 Marriott................................. 221,970
7,947 Mattel................................... 230,463
20,676 May Department Stores.................... 914,913
8,908 Maytag................................... 139,188
29,424 McDonald's............................... 1,695,557
8,700 Melville................................. 365,400
3,080 Mercantile Stores........................ 110,110
6,280 NIKE, Cl. B.............................. 303,795
6,810 Nordstrom................................ 236,648
1,211 Oshkosh B'Gosh........................... 22,101
1,684 Outboard Marine.......................... 29,681
2,802 PACCAR................................... 189,135
19,638 Penney (J.C.)............................ 1,021,175
5,050 Pep Boys-Manny, Moe & Jack............... 124,988
66,040 PepsiCo.................................. 2,608,579
3,867 Polaroid................................. 141,629
18,046(a) Price/Costco............................. 320,317
5,720(a) Promus Companies......................... 418,990
7,265 Reebok International..................... 221,583
7,316 Rite Aid................................. 118,885
13,336 Rubbermaid............................... 463,426
3,445 Russell.................................. 93,446
1,151 SPX...................................... 19,855
4,799 Safety-Kleen............................. 65,986
31,164 Seagram Co. Ltd.......................... 895,965
3,300(a) Shoney's................................. 75,900
1,446 Springs Industries....................... 54,767
4,268 Stride Rite.............................. 73,090
6,093 TJX...................................... 185,837
2,347 TRINOVA.................................. 72,757
5,247 Tandy.................................... 214,471
24,284(a) Toys R Us................................ 974,396
2,005(a) UAL...................................... 304,760
4,740(a) USAir Group.............................. 68,138
5,345 V.F. Corp................................ 211,796
191,612 Wal-Mart Stores.......................... 5,053,766
10,258 Walgreen................................. 435,965
8,238 Wendy's International.................... 136,957
5,838 Whirlpool................................ 372,902
10,896 Woolworth (F.W.)......................... 246,522
2,535(a) Zenith Electronics....................... 19,963
------------
45,142,482
------------
ENERGY & RELATED--10.2%
7,711 Amerada Hess............................. 408,683
41,340 Amoco.................................... 2,309,872
5,045 Ashland Oil.............................. 174,053
13,219 Atlantic Richfield....................... 1,457,395
11,721 Baker Hughes............................. 263,723
27,130 Chevron.................................. 2,631,609
8,634 Coastal.................................. 236,356
11,410 Dresser Industries....................... 245,315
103,444 Exxon.................................... 6,762,651
2,983 Foster Wheeler........................... 101,049
9,541 Halliburton.............................. 304,119
2,081 Helmerich & Payne........................ 62,430
4,048 Kerr-McGee............................... 203,918
2,354 Louisiana Land & Exploration............. 106,519
4,350 McDermott International.................. 123,431
33,258 Mobil.................................... 2,710,526
4,183(a) NL Industries............................ 19,871
25,405 Occidental Petroleum..................... 469,993
8,106 Oryx Energy.............................. 193,531
3,820 Pennzoil................................. 218,695
21,763 Phillips Petroleum....................... 701,857
6,915(a) Rowan Companies.......................... 65,693
44,664 Royal Dutch Petroleum.................... 4,723,217
7,435 Santa Fe Energy Resources................ 71,562
20,188 Schlumberger............................. 1,279,415
8,833 Sun Co................................... 276,031
21,512 Texaco................................... 1,465,505
23,873 USX-Marathon Group....................... 441,651
20,090 Unocal................................... 587,633
------------
28,616,303
------------
FINANCE--10.2%
9,179 Aetna Life & Casualty.................... 603,519
9,710 Ahmanson (H.F.) & Co..................... 175,994
3,387 Alexander & Alexander Services........... 69,857
40,426 American Express......................... 1,303,738
18,100 American General......................... 531,688
26,483 American International Group............. 2,383,469
28,451 Banc One................................. 1,091,807
8,755 Bank of Boston........................... 205,743
29,633 BankAmerica.............................. 1,237,177
6,893 Bankers Trust NY......................... 546,270
8,071 Barnett Banks............................ 337,973
2,147 Beneficial............................... 164,782
8,200 Boatmen's Bancshares..................... 242,925
5,950 CIGNA.................................... 399,394
5,104(a) CNA Financial............................ 423,632
8,470 Capital Holding.......................... 350,446
15,272 Chase Manhattan.......................... 503,976
20,974 Chemical Banking......................... 838,960
7,328 Chubb.................................... 601,812
31,316(a) Citicorp................................. 1,135,205
4,618 Continental.............................. 150,662
9,700 CoreStates Financial..................... 271,600
14,915 Federal Home Loan........................ 764,394
6,890 First Chicago............................ 309,189
6,197 First Fidelity Bancorp................... 251,753
6,296 First Interstate Bancorp................. 365,955
14,035 First Union.............................. 570,172
11,340 Fleet/Norstar Financial Group............ 355,793
7,074 General Re............................... 818,816
5,296 Golden West Financial.................... 225,742
10,940 Great Western Financial.................. 209,228
7,850 Household International.................. 287,506
4,198 Jefferson-Pilot.......................... 216,197
7,872 Lincoln National......................... 358,176
5,324 Mellon Bank.............................. 286,831
8,875 Merrill Lynch & Co....................... 859,766
16,015 Morgan (J.P.) & Co....................... 1,143,070
13,418 NBD Bancorp.............................. 420,990
24,278 Norwest.................................. 625,159
19,536 PNC Financial............................ 561,660
19,593 Primerica................................ 864,541
5,270 SAFECO................................... 305,660
3,547 St. Paul Companies....................... 332,531
29,195 Sears, Roebuck & Co...................... 1,675,062
7,783 Shawmut National......................... 1,172,199
10,469 SunTrust Banks........................... 459,327
6,105 Torchmark................................ 283,119
6,567 Transamerica............................. 374,319
12,138 Travelers................................ 427,865
7,038 USF & G.................................. 95,893
1,854 USLIFE................................... 78,100
8,300 U.S. Bancorp............................. 204,388
14,440 Wachovia................................. 552,330
4,689 Wells Fargo.............................. 519,893
------------
28,546,253
------------
GENERAL BUSINESS--7.0%
6,112 American Greetings....................... 178,012
11,806 Automatic Data Processing................ 630,145
8,834 Block (H & R)............................ 352,256
1,322 CBS...................................... 407,507
1,374 Capital Cities/ABC....................... 837,625
7,994 Circuit City Stores...................... 223,832
12,230 Comcast, Cl. A........................... 510,603
14,120 Dean Witter Discovery.................... 580,685
6,898 Deluxe................................... 246,604
3,942 Dial..................................... 151,274
12,920 Donnelley (R.R.) & Sons.................. 376,295
8,298 Dow Jones & Co........................... 295,616
14,864 Dun & Bradstreet......................... 995,887
4,588(a) Federal Express.......................... 309,690
12,204 Gannett.................................. 626,981
2,765 Harland (John H)......................... 66,706
9,924 ITT...................................... 924,172
6,200 Interpublic Group Companies.............. 191,425
4,558 Knight-Ridder............................ 251,830
3,773(a) Litton Industries........................ 250,433
8,250 MBNA..................................... 281,531
6,134 Marsh & Mclennan......................... 499,921
4,077 McGraw-Hill.............................. 302,717
3,359 McKesson................................. 179,287
1,231 Meredith................................. 49,394
18,114 Minnesota Mining & Manufacturing......... 1,879,327
4,029 Morton International..................... 382,755
2,459(a) National Education....................... 14,447
4,125 National Service Industries.............. 99,000
22,361 NationsBank.............................. 1,042,581
9,077 New York Times, Cl. A.................... 214,444
9,882 Paramount Communications................. 794,266
5,020 Rollins Environmental Services........... 26,355
9,265 Salomon.................................. 419,241
6,892 Service Corporation International........ 180,054
5,275 TRW...................................... 355,403
35,913(a) Tele-Communications, Cl. A............... 1,095,346
4,575 Teledyne................................. 122,953
7,280 Textron.................................. 406,770
31,206 Time Warner.............................. 1,396,468
10,746 Times Mirror............................. 354,618
5,591 Tribune.................................. 310,301
10,307 United Technologies...................... 639,034
8,936 Whitman.................................. 141,859
------------
19,595,650
------------
MANUFACTURING--6.0%
3,474 ASARCO................................... 63,835
9,544 Air Products & Chemical.................. 398,462
18,663 Alcan Aluminium.......................... 382,592
7,328 Aluminum Co. of America.................. 498,303
7,348 Amax..................................... 164,412
7,443 American Cyanamid........................ 405,644
8,681(a) Armco.................................... 48,831
4,880 Avery Dennison........................... 138,470
2,455 Ball..................................... 63,523
4,310 Bemis.................................... 94,281
7,595(a) Bethlehem Steel.......................... 127,216
7,307(a) Crown Cork & Seal........................ 282,233
3,916 Cyprus Minerals.......................... 95,942
22,751 Dow Chemical............................. 1,262,680
56,422 DuPont (E.I.) de Nemours................. 2,694,150
1,898 Eastern Enterprises...................... 51,483
9,289 Echo Bay Mines........................... 114,951
2,657 Ecolab................................... 125,875
8,073 Engelhard................................ 222,008
9,826 Ethyl.................................... 170,727
2,950 FMC...................................... 144,919
3,483 Federal Paper Board...................... 70,531
1,616 First Mississippi........................ 18,584
7,757 Grace (W.R.)............................. 292,827
5,950 Great Lakes Chemical..................... 454,430
3,535 Hercules................................. 351,733
11,398 Homestake Mining......................... 219,412
6,393 IMCERA Group............................. 227,751
9,095 Inco Ltd................................. 192,132
2,983(a) Inland Steel Industries.................. 100,676
10,267 International Paper...................... 608,319
6,763 James River.............................. 135,260
13,406 Kimberly-Clark........................... 692,084
11,170(a) Maxus Energy............................. 74,001
4,918 Mead..................................... 201,638
10,029 Monsanto................................. 693,254
8,281 Moore.................................... 173,901
748 NACCO Industries Cl. A................... 32,258
5,812 Nalco Chemical........................... 205,600
1,658(a) National Intergroup...................... 25,492
5,634 Newmont Mining........................... 295,081
7,244 Nucor.................................... 392,987
3,655 Ogden.................................... 87,720
8,871 PPG Industries........................... 618,751
5,838 Phelps Dodge............................. 248,845
3,329 Pittston................................. 84,473
19,756 Placer Dome.............................. 481,553
11,091 Praxair.................................. 178,842
4,939 Reynolds Metals.......................... 208,673
5,612 Rohm & Haas.............................. 282,003
6,205 Scott Paper.............................. 220,278
5,981(a) Stone Container.......................... 42,615
4,615 Temple-Inland............................ 196,138
5,760 USX-US Steel Group....................... 216,000
5,825 Union Camp............................... 250,475
12,591 Union Carbide............................ 248,672
5,512 Westvaco................................. 183,274
4,220 Williams Companies....................... 250,563
7,467 Worthington Industries................... 138,140
------------
16,945,503
------------
SHELTER--2.6%
3,088 Armstrong World Industries................ 142,820
3,187 Boise Cascade............................. 65,334
2,582 Centex.................................... 114,576
7,714 Champion International..................... 226,599
2,488 Crane..................................... 69,664
22,697 Federal National Mtg. Association......... 1,767,528
3,782 Fleetwood Enterprises..................... 85,568
7,523 Georgia-Pacific........................... 483,353
37,232 Home Depot................................ 1,475,318
3,361 Johnson Controls.......................... 184,015
2,940 Kaufman & Broad Home...................... 58,065
9,164 Louisiana-Pacific......................... 331,050
12,711 Masco..................................... 401,985
6,558 Newell.................................... 267,239
3,519(a) Owens Corning Fiberglas................... 165,393
2,310 Pulte Corp................................ 88,646
2,408 Potlatch.................................. 105,651
7,442 Sherwin-Williams.......................... 271,633
933 Skyline................................... 16,677
3,553 Snap-On Tools............................. 141,232
3,699 Stanley Works............................. 159,519
17,054 Weyerhaeuser.............................. 675,765
------------
7,297,630
------------
TRANSPORTATION--1.6%
6,319(a) AMR....................................... 443,120
7,396 Burlington Northern....................... 416,025
8,629 CSX....................................... 698,949
2,952(a) Consolidated Freightways.................. 64,206
6,624 Conrail Inc............................... 411,516
11,650 Norfolk Southern.......................... 771,813
3,220 Roadway Services.......................... 193,200
6,298 Ryder System.............................. 178,706
15,204 Santa Fe Pacific.......................... 286,976
17,068 Union Pacific............................. 1,079,550
2,348 Yellow Freight Systems.................... 54,004
------------
4,598,065
------------
UTILITIES--15.5%
15,421 American Electric Power................... 593,709
112,279 American Telephone & Telegraph............ 6,470,076
22,571 Ameritech................................. 1,912,892
10,171 Arkla..................................... 82,639
12,094 Baltimore Gas & Electric.................. 315,956
36,150 Bell Atlantic............................. 2,300,044
41,262 BellSouth................................. 2,589,191
13,382 Carolina Power & Light.................... 423,206
15,728 Central & South West...................... 513,126
4,211(a) Columbia Gas System....................... 110,539
17,731 Commonwealth Edison....................... 534,146
19,502 Consolidated Edison....................... 677,695
7,718 Consolidated Natural Gas.................. 373,358
12,200 Detroit Edison............................ 410,225
13,708 Dominion Resources........................ 661,411
17,020 Duke Power................................ 744,625
19,782 Enron..................................... 670,115
5,571 Enserch................................... 110,724
14,570 Entergy................................... 568,230
15,646 FPL Group................................. 616,061
78,728 GTE....................................... 3,129,437
10,822 Houston Industries........................ 523,514
17,152(a) McCaw Cellular Communications............. 913,344
44,180 MCI Communications........................ 1,259,130
4,606 NICOR..................................... 130,120
34,350 NYNEX..................................... 1,451,288
11,811 Niagara Mohawk Power...................... 259,842
5,552 Northern States Power..................... 246,370
12,706 Ohio Edison............................... 306,532
2,184 ONEOK..................................... 46,410
4,755 PSI Holdings.............................. 126,602
6,946 Pacific Enterprises....................... 182,333
36,012 Pacific Gas & Electric.................... 1,305,435
34,632 Pacific Telesis Group..................... 1,900,431
22,799 PacifiCorp................................ 447,430
9,825 Panhandle Eastern......................... 233,344
2,875 Peoples Energy............................ 91,281
18,409 Philadelphia Electric..................... 575,281
20,105 Public Service Enterprise Group........... 678,544
37,346 SCEcorp................................... 784,266
7,272 Sonat..................................... 226,341
26,583 Southern.................................. 1,192,912
49,850 Southwestern Bell......................... 2,205,863
28,309 Sprint.................................... 1,019,124
14,123 Tenneco................................... 720,273
18,610 Texas Utilities........................... 837,450
3,350 Transco Energy............................ 54,019
8,550 Union Electric............................ 356,963
34,739 U.S. West................................. 1,741,292
------------
43,623,139
------------
TOTAL COMMON STOCKS
(cost $232,316,589)..................... $274,361,259
============
PRINCIPAL
AMOUNT SHORT-TERM INVESTMENTS--2.5%
- ---------
COMMERCIAL PAPER MASTER NOTES--2.3%
General Electric Credit Corp.,
$6,480,000 3.106%, 11/1/93....................... $ 6,480,000
U.S. TREASURY BILLS--.2%
500,000(b) 2.97%, 12/23/93......................... 496,322
------------
TOTAL SHORT-TERM INVESTMENTS
(cost $6,976,322).................... $ 6,976,322
============
TOTAL INVESTMENTS
(cost $239,292,911).............. 100.0% $281,337,581
====== ============
CASH AND RECEIVABLES (NET)......... 0.0% $ 65,918
====== ============
NET ASSETS......................... 100.0% $281,403,499
====== ============
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Wholly held by the custodian in a segregated account as collateral
for open financial futures positions.
<TABLE>
<CAPTION>
STATEMENT OF FINANCIAL FUTURES OCTOBER 31, 1993
FINANCIAL FUTURES LONG
MARKET VALUE UNREALIZED
NUMBER OF COVERED APPRECIATION
CONTRACTS BY CONTRACTS EXPIRATION AT 10/31/93
--------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Standard & Poor's 500.................... 29 $6,786,725 December '93 $88,225
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
PEOPLES INDEX FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1993
ASSETS:
<S> <C> <C>
Investments in securities, at value
(cost $239,292,911)--see statement................................. $281,337,581
Cash................................................................. 26,583
Dividends and interest receivable.................................... 464,993
Receivable for subscriptions to Common Stock......................... 31,913
Prepaid expenses..................................................... 61,016
------------
281,922,086
LIABILITIES:
Due to The Dreyfus Corporation........................................ $267,184
Due to Wells Fargo Nikko Investment Advisors.......................... 110,920
Due to Wells Fargo Institutional Trust Company, N.A................... 2,527
Payable for investment securities purchased........................... 13,720
Payable for futures variation margin-Note 3(a)........................ 175
Accrued expenses...................................................... 124,061 518,587
-------- ------------
NET ASSETS.............................................................. $281,403,499
============
REPRESENTED BY:
Paid-in capital....................................................... $225,790,820
Accumulated undistributed investment income--net...................... 4,006,795
Accumulated undistributed net realized gain on investments............ 9,472,989
Accumulated net unrealized appreciation on investments (including $88,225
gross unrealized appreciation on financial futures)--Note 3(b)...... 42,132,895
------------
NET ASSETS at value applicable to 16,672,159 shares outstanding
(200 million shares of $.001 par value Common Stock authorized)....... $281,403,499
============
NET ASSET VALUE, offering and redemption price per share
($281,403,499 divide 16,672,159 shares)............................... $16.88
======
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
PEOPLES INDEX FUND, INC.
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1993
INVESTMENT INCOME:
INCOME:
<S> <C> <C>
Cash dividends (net of $32,523 foreign taxes withheld
at source)........................................................ $4,799,372
Interest............................................................ 201,491
----------
TOTAL INCOME.................................................... $ 5,000,863
EXPENSES:
Index management fee--Note 2(a)..................................... 181,636
Administration fee--Note 2(a)....................................... 363,272
Shareholder servicing costs--Note 2(b).............................. 269,978
Registration fees................................................... 43,950
Legal fees.......................................................... 41,580
Custodian fees--Note 2(a)........................................... 16,713
Auditing fees....................................................... 15,156
Directors' fees and expenses--Note 2(c)............................. 15,018
Prospectus and shareholders' reports................................ 10,914
Miscellaneous....................................................... 9,058
----------
967,275
Less--reduction in index management fee and administration
fee due to undertakings--Note 2(a)................................ 262,691
----------
TOTAL EXPENSES.................................................. 704,584
-----------
INVESTMENT INCOME-NET........................................... 4,296,279
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments--Note 3(a)........................... $1,397,943
Net realized gain on financial futures--Note 3(a)..................... 461,878
----------
NET REALIZED GAIN 1,859,821
Net unrealized appreciation on investments (including $78,475
net unrealized appreciation on financial futures)................... 17,964,279
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 19,824,100
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................... $24,120,379
===========
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
PEOPLES INDEX FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED OCTOBER 31,
---------------------------------------
1992 1993
----------- ------------
<S> <C> <C>
OPERATIONS:
Investment income-net.................................................. $ 2,449,209 $ 4,296,279
Net realized gain on investments....................................... 367,289 1,859,821
Net unrealized appreciation on investments for the year................ 4,547,208 17,964,279
----------- ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................. 7,363,706 24,120,379
----------- ------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net.................................................. (1,926,602) (2,523,142)
Net realized gain on investments....................................... -- (220,775)
----------- ------------
TOTAL DIVIDENDS...................................................... (1,926,602) (2,743,917)
----------- ------------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold.......................................... 46,855,252 105,146,252
Proceeds from acquisition of Dreyfus Index Fund--Note 1................ -- 128,791,946
Dividends reinvested................................................... 1,828,351 2,296,866
Cost of shares redeemed................................................ (30,733,224) (68,806,372)
----------- ------------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS............... 17,950,379 167,428,692
----------- ------------
TOTAL INCREASE IN NET ASSETS....................................... 23,387,483 188,805,154
NET ASSETS:
Beginning of year...................................................... 69,210,862 92,598,345
----------- ------------
End of year (including undistributed investment income-net:
$1,959,092 in 1992 and $3,732,229 in 1993)........................... $92,598,345 $281,403,499
=========== ============
SHARES SHARES
----------- ------------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................ 3,192,732 6,534,448
Shares issued in connection with acquisition of Dreyfus Index Fund--Note 1 -- 8,156,551
Shares issued for dividends reinvested................................. 127,323 148,857
Shares redeemed........................................................ (2,099,712) (4,277,025)
----------- ------------
NET INCREASE IN SHARES OUTSTANDING.................................... 1,220,343 10,562,831
=========== ============
See notes to financial statements.
</TABLE>
PEOPLES INDEX FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page 2 of the Fund's Prospectus dated February 11, 1994.
PEOPLES INDEX FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940
("Act") as a non-diversified open-end management investment company.
Wells Fargo Nikko Investment Advisors ("WFNIA") serves as the Fund's
index manager. Wells Fargo Investment Advisors ("WFIA"), the predecessor
index manager of the Fund, and The Nikko Securities Co., Ltd. and an
affiliate ("Nikko") each own 50% of WFNIA. Wells Fargo Institutional
Trust Company, N.A. ("WFITC"), an affiliate of WFNIA, is the custodian
of the Fund's investments. The Dreyfus Corporation ("Dreyfus") serves as
the Fund's administrator. Dreyfus Service Corporation ("Distributor"), a
wholly-owned subsidiary of Dreyfus, acts as the exclusive distributor of
the Fund's shares, which are sold without a sales charge.
On November 18, 1992, the Board of Directors approved an Agreement and
Plan of Reorganization providing for the transfer of all or
substantially all of the assets and liabilities of Dreyfus Index Fund to
the Fund in a tax free exchange for shares of Common Stock of the Fund
at net asset value and the assumption of stated liabilities (the
"Exchange"). The Exchange was approved by Dreyfus Index Fund
shareholders on April 30, 1993, and became effective after the close of
business on May 7, 1993, at which time the Fund issued 8,156,551 shares
valued at $15.79 per share to Dreyfus Index Fund in exchange for
7,041,659 shares of Dreyfus Index Fund valued at $18.29 per share,
representing net assets of $128,791,946, including $14,201,004 of
unrealized appreciation, $274,566 of undistributed income and
undistributed net realized gains of $7,656,452. The combined net assets
immediately after the Exchange was $253,203,509.
(A) PORTFOLIO VALUATION: Investments in securities (including
financial futures) are valued at the last sales price on the securities
exchange on which such securities are primarily traded or at the last
sales price on the national securities market. Securities not listed on
an exchange or the national securities market, or securities for which
there were no transactions, are valued at the average of the most recent
bid and asked prices. Bid price is used when no asked price is
available. Short-term investments are carried at amortized cost, which
approximates value. Investments traded in foreign currencies are
translated to U.S. dollars at the prevailing rates of exchange.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Dividend income is recognized on the ex-dividend date and interest
income, including, where applicable, amortization of discount on
investments, is recognized on the accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-
dividend date. Dividends from investment income-net are declared and
paid annually. Dividends from net realized capital gain are normally
declared and paid annually, but the Fund may make distributions on a
more frequent basis to comply with the distribution requirements of the
Internal Revenue Code. To the extent that net realized capital gain can
be offset by capital loss carryovers, if any, it is the policy of the
Fund not to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in
the best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
NOTE 2--MANAGEMENT FEE, ADMINISTRATION FEE AND OTHER TRANSACTIONS WITH
AFFILIATES:
(A) Fees paid by the Fund pursuant to the provisions of an Index
Management Agreement with WFNIA and an Administration Agreement with
Dreyfus are payable monthly. WFNIA and Dreyfus receive annual fees of
.10 of 1% and .20 of 1%, respectively, of the average daily value of the
Fund's net assets. The agreements further provide that if the aggregate
expenses of the Fund, exclusive of interest, taxes, brokerage and
extraordinary expenses, exceed the expense limitation of any state
having jurisdiction over the Fund, the Fund may deduct from the fees to
be paid to each of WFNIA and Dreyfus, or WFNIA and Dreyfus will bear, in
the same proportion as in the agreements, the amount of such excess to
the extent required by state law. The most stringent state expense
limitation applicable to the Fund presently requires reimbursement of
expenses in any full fiscal year that such expenses exceed 2-1/2% of the
first $30 million, 2% of the next $70 million, and 1-1/2% of the excess
over $100 million of the average value of the Fund's net assets in
accordance with California "blue sky" regulations. However, WFNIA and
Dreyfus had undertaken from November 1, 1992 through November 30, 1993
to reduce the index management fee and the administration fee to the
extent that the Fund's aggregate expenses (excluding certain expenses as
described above) exceeded certain specified annual percentages of the
Fund's average daily net assets. Pursuant to the undertakings, WFNIA and
Dreyfus reduced the index management fee and the administration fee for
the year ended October 31, 1993, $67,985 and $189,824, respectively.
In addition, WFITC earned $16,713 for custodian services provided to
the Fund and waived a portion of these services amounting to $4,882.
(B) Pursuant to the Fund's Shareholder Services Plan, the Fund
reimburses the Distributor an amount not to exceed an annual rate of .25
of 1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder
accounts. During the year ended October 31, 1993, the Fund was charged
an aggregate of $187,052 pursuant to the Shareholder Services Plan.
(C) Certain officers and directors of the Fund are "affiliated
persons," as defined in the Act, of Dreyfus. Each director who is not an
"affiliated person" receives an annual fee of $2,500 and an attendance
fee of $500 per meeting.
NOTE 3--SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment
securities, other than short-term securities, for the year ended October
31, 1993 amounted to $48,052,989 and $6,502,470, respectively.
The Fund is engaged in trading financial futures contracts. The Fund
is exposed to market risk as a result of changes in the value of the
underlying financial instruments (see the Statement of Financial
Futures). Investments in financial futures require the Fund to "mark to
market" on a daily basis, which reflects the change in the market value
of the contract at the close of each day's trading. Accordingly,
variation margin payments are made or received to reflect daily
unrealized gains or losses. When the contracts are closed, the Fund
recognizes a realized gain or loss. These investments require initial
margin deposits with a custodian, which consist of cash or cash
equivalents, up to approximately 10% of the contract amount. The amount
of these deposits is determined by the exchange or Board of Trade on
which the contract is traded and is subject to change.
(B) At October 31, 1993, accumulated net unrealized appreciation on
investments was $42,132,895, consisting of $52,828,998 gross unrealized
appreciation and $10,696,103 gross unrealized depreciation. These
amounts include $14,201,004 of unrealized appreciation as a result of
the Exchange.
At October 31, 1993, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
PEOPLES INDEX FUND, INC.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF
PEOPLES INDEX FUND, INC.:
We have audited the accompanying statement of assets and liabilities of
Peoples Index Fund, Inc. (the Fund), including the statements of
investments and financial futures, as of October 31, 1993, and the
related statement of operations for the year then ended, the statement
of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the three years in the
period then ended and for the period from January 2, 1990 (commencement
of operations) to October 31, 1990. These financial statements and the
financial highlights are the responsibility of the Fund's management.
Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of October 31, 1993, by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Peoples Index Fund, Inc. as of October 31, 1993,
the results of its operations for the year then ended, the changes in
its net assets for each of the two years in the period then ended, and
the financial highlights for each of the three years in the period then
ended and for the period from January 2, 1990 (commencement of
operations) to October 31, 1990, in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND
New York, New York
December 14, 1993
PEOPLES INDEX FUND, INC.
IMPORTANT TAX INFORMATION (UNAUDITED)
For Federal Tax purposes the Fund hereby designates $.035 per share as
a long-term capital gain distribution of the $.4350 per share paid on
December 31, 1992.
PEOPLES INDEX FUND, INC.
PART C. OTHER INFORMATION
__________________________
Item 24. Financial Statements and Exhibits. - List
_______ __________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement:
Condensed Financial Information from January 2, 1990
(commencement of operations) to October 31, 1990 and for the
three fiscal years ended October 31, 1991, 1992 and 1993.
Included in Part B of the Registration Statement:
Statement of Investments--October 31, 1993.
Statement of Financial Futures--October 31, 1993.
Statement of Assets and Liabilities--October 31, 1993.
Statement of Operations--year ended October 31, 1993.
Statement of Changes in Net Assets--For the fiscal years
ended October 31, 1992 and 1993.
Notes to Financial Statements.
Report of Coopers & Lybrand, Independent Accountants, dated
December 14, 1993.
Schedule Nos. I through VII and other financial statement information,
for which provision is made in the applicable accounting regulations of
the Securities and Exchange Commission, are omitted because they are not
required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
which are included in Part B to the Registration Statement.
Item 24. Financial Statements and Exhibits (continued)
_______ _____________________________________________
(b) Exhibits:
(1)(a) Articles of Incorporation.
(1)(b) Articles of Amendment.
(2) By-Laws.
(5)(a) Index Management Agreement.
(5)(b) Administration Agreement.
(6) Distribution Agreement is incorporated by reference to Exhibit
(6) of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on January 5, 1990.
(8) Amended and Restated Custody Agreement is incorporated by
reference to Exhibit (8) of Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A, filed on February 25, 1991.
(9) Shareholder Services Plan.
(10) Opinion and consent of Stroock & Stroock & Lavan dated January 2,
1990.
(11) Consent of Coopers & Lybrand, Independent Accountants.
(16) Schedule of Computation of Performance Data.
Other Exhibits:
______________
(a) Powers of Attorney.
Item 25. Persons Controlled by or Under Common Control with Registrant
_______ _____________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of January 10, 1994
_______________ _____________________________
Shares of Common Stock,
par value $0.001 per share 5,970
Item 27. Indemnification
______ _______________
The statement as to the general effect of any contract,
arrangements or statute under which a director, officer,
underwriter or affiliated person of the Registrant is insured or
indemnified is incorporated by reference to Item 27 of Part C of
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on January 5, 1990.
Reference is also made to the Distribution Agreement filed as
Exhibit (6) thereto.
Item 28. Business and Other Connections of Investment Adviser.
______ ____________________________________________________
To the knowledge of the Registrant, none of the directors or
executive officers of Wells Fargo Nikko Investment Advisors, the
Registrant's index fund manager, except those described below,
are or have been engaged in, at any time during the past two
fiscal years, any other business, profession, vocation or
employment of a substantial nature.
Name and Position with
the Index Fund Manager Other Businesses
______________________ _________________
PATRICIA C. DUNN None
Managing Director, Chief
Operating Officer
FREDERICK L.A. GRAUER Chairman and Chief Executive
Managing Director, Chief Officer:
Executive Officer Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Foreign Funds
Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors International
45 Fremont Street
San Francisco, CA 94105
Executive Vice President:
Wells Fargo Bank, N.A.
420 Montgomery Street
San Francisco, CA 94163;
Director:
Wells Fargo Capital Markets,
Inc.
420 Montgomery Street
San Francisco, CA 94163
Wells Fargo Investment Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment Advisors
Limited
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment
Advisors Canada Limited
45 Fremont Street
San Francisco, CA 94105
FREDERICK L.A. GRAUER Wells Fargo Nikko Investment
(cont'd) Advisors Japan Limited
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
WILLIAM F. ZUENDT Vice Chairman:
Member, Management Wells Fargo Bank, N.A.
Committee 420 Montgomery Street
San Francisco, CA 94163
Member of Management Committee:
Wells Fargo Foreign Funds
Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment Advisors
International
45 Fremont Street
San Francisco, CA 94105
Director:
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Investment Advisors
Wells Fargo Nikko Investment
Advisors Japan Limited
Wells Fargo Nikko Investment Advisors
Limited
45 Fremont Street
San Francisco, CA 94105
YASUO KANZAKI Executive Vice President and
Member, Management Director:
Committee The Nikko Securities Co., Ltd.
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan;
Member of Management Committee:
Wells Fargo Foreign Funds Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment Advisors
International
45 Fremont Street
San Francisco, CA 94105
YASUO KANZAKI Director:
(cont'd) Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
The Nikko Securities Co.,
(Europe) Ltd.
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan;
The Nikko (Luxemburg) S.A.
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan;
Nikko France S.A.
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan;
Nikko Bank (UK) plc
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan;
Nikko Investment Banking
(Middle East) E.C.
3-1, Marunouchi, 2-chome
Chiyoda-ku, Tokyo, 100, Japan
Wells Fargo Nikko Investment Advisors
Limited
45 Fremont Street
San Francisco, CA 94105
MASAO YUKI Executive Vice President and
Member, Management Committee Director:
The Nikko Securities
Co., Ltd.
Director:
IBJ Nikko Information Systems
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment Advisors
45 Fremont Street
San Francisco, CA 94105
Member Management Committee:
Wells Fargo Foreign Funds Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment Advisors
International
45 Fremont Street
San Francisco, CA 94105
DONALD L. LUSKIN Director:
Managing Director, Chief Luskin Carlyle Corp.
Executive Officer, Wells
Fargo Nikko Investment Advisors
Americas Group
CLYDE OSTLER Vice Chairman:
Member, Management Wells Fargo Bank, N.A.
Committee 420 Montgomery Street
San Francisco, CA 94163;
Director:
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Investment Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment Advisors
Limited
45 Fremont Street
San Francisco, CA 94105
Member of Management Committee:
Wells Fargo Foreign Funds
Advisors
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment Advisors
International
45 Fremont Street
San Francisco, CA 94105
GUY ROUNSAVILLE, JR. Executive Vice President,
Corporate Secretary: Chief Counsel and Corporate Secretary:
Wells Fargo Bank, N.A.
420 Montgomery Street
San Francisco, CA 94163;
Corporate Secretary:
GUY ROUNSAVILLE, JR. Wells Fargo Foreign Funds Advisors
Corporate Secretary: 45 Fremont Street
San Francisco, CA 94105
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
Wells Fargo Nikko Investment Advisors
Limited
45 Fremont Street
San Francisco, CA 94105
Secretary:
Wells Fargo Credit Corporation
Wells Fargo Realty Finance
600 Montgomery Street
San Francisco, CA 94111;
Wells Fargo Insurance Services
P.O. Box 1043
George Town, Grand Cayman
Cayman Islands, British West
Indies;
Secretary:
Wells Fargo Leasing Corporation
101 California Street
San Francisco, CA 94163;
Wells Fargo Securities Inc.
420 Montgomery Street
San Francisco, CA 94163;
Wells Fargo Realty Advisors
330 Washington Street
Marina Del Rey, CA 90291;
Wells Fargo AG Credit
4643 South Ulster Street
Parkway Suite 1200
Denver, Colorado 80237;
Wells Fargo Capital Markets Inc.
420 Montgomery Street
San Francisco, CA 94163;
Director:
Wells Fargo Institutional Trust
Company
45 Fremont Street
San Francisco, CA 94105
NEIL L. RUDOLPH Director:
Managing Director Rudolph Furniture Ltd.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Money Market Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Focus Funds, Inc.
21) The Dreyfus Fund Incorporated
22) Dreyfus Global Investing, Inc.
23) Dreyfus GNMA Fund, Inc.
24) Dreyfus Government Cash Management
25) Dreyfus Growth and Income Fund, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Institutional Money Market Fund
28) Dreyfus Institutional Short Term Treasury Fund
29) Dreyfus Insured Municipal Bond Fund, Inc.
30) Dreyfus Intermediate Municipal Bond Fund, Inc.
31) Dreyfus International Equity Fund, Inc.
32) Dreyfus Investors GNMA Fund
33) The Dreyfus Leverage Fund, Inc.
34) Dreyfus Life and Annuity Index Fund, Inc.
35) Dreyfus Liquid Assets, Inc.
36) Dreyfus Massachusetts Intermediate Municipal Bond Fund
37) Dreyfus Massachusetts Municipal Money Market Fund
38) Dreyfus Massachusetts Tax Exempt Bond Fund
39) Dreyfus Michigan Municipal Money Market Fund, Inc.
40) Dreyfus Money Market Instruments, Inc.
41) Dreyfus Municipal Bond Fund, Inc.
42) Dreyfus Municipal Cash Management Plus
43) Dreyfus Municipal Money Market Fund, Inc.
44) Dreyfus New Jersey Intermediate Municipal Bond Fund
45) Dreyfus New Jersey Municipal Bond Fund, Inc.
46) Dreyfus New Jersey Municipal Money Market Fund, Inc.
47) Dreyfus New Leaders Fund, Inc.
48) Dreyfus New York Insured Tax Exempt Bond Fund
49) Dreyfus New York Municipal Cash Management
50) Dreyfus New York Tax Exempt Bond Fund, Inc.
51) Dreyfus New York Tax Exempt Intermediate Bond Fund
52) Dreyfus New York Tax Exempt Money Market Fund
53) Dreyfus Ohio Municipal Money Market Fund, Inc.
54) Dreyfus 100% U.S. Treasury Intermediate Term Fund
55) Dreyfus 100% U.S. Treasury Long Term Fund
56) Dreyfus 100% U.S. Treasury Money Market Fund
57) Dreyfus 100% U.S. Treasury Short Term Fund
58) Dreyfus Pennsylvania Municipal Money Market Fund
59) Dreyfus Short-Intermediate Government Fund
60) Dreyfus Short-Intermediate Municipal Bond Fund
61) Dreyfus Short-Term Income Fund, Inc.
62) Dreyfus Strategic Growth, L.P.
63) Dreyfus Strategic Income
64) Dreyfus Strategic Investing
65) Dreyfus Global Growth, L.P. (A Strategic Fund)
66) Dreyfus Tax Exempt Cash Management
67) The Dreyfus Third Century Fund, Inc.
68) Dreyfus Treasury Cash Management
69) Dreyfus Treasury Prime Cash Management
70) Dreyfus Variable Investment Fund
71) Dreyfus-Wilshire Target Funds, Inc.
72) Dreyfus Worldwide Dollar Money Market Fund, Inc.
73) First Prairie Cash Management
74) First Prairie Diversified Asset Fund
75) First Prairie Money Market Fund
76) First Prairie Tax Exempt Bond Fund, Inc.
77) First Prairie Tax Exempt Money Market Fund
78) First Prairie U.S. Treasury Securities Cash Management
79) FN Network Tax Free Money Market Fund, Inc.
80) General California Municipal Bond Fund, Inc.
81) General California Municipal Money Market Fund
82) General Government Securities Money Market Fund, Inc.
83) General Money Market Fund, Inc.
84) General Municipal Bond Fund, Inc.
85) General Municipal Money Market Fund, Inc.
86) General New York Municipal Bond Fund, Inc.
87) General New York Municipal Money Market Fund
88) Pacific American Fund
89) Peoples S&P MidCap Index Fund, Inc.
90) Premier California Insured Municipal Bond Fund
91) Premier California Municipal Bond Fund
92) Premier GNMA Fund
93) Premier Growth Fund, Inc.
94) Premier Municipal Bond Fund
95) Premier New York Municipal Bond Fund
96) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Howard Stein* Chairman of the Board None
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President and Director President
and
Director
Lawrence M. Greene* Executive Vice President and Director None
Julian M. Smerling* Executive Vice President and Director None
Elie M. Genadry* Executive Vice President Senior Vice
President
Hank Gottmann* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President None
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President None
and Director of Marketing
Diane M. Coffey* Vice President None
Walter T. Harris* Vice President None
William Harvey* Vice President None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President-Trading None
Daniel C. Maclean* Secretary Vice
President
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices with Positions and
Name and principal Broker-Dealer Division of offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Elie M. Genadry* President Senior Vice
President
Craig E. Smith* Executive Vice President None
Peter Moeller* Vice President and Sales Manager None
Kristina Williams
Pomano Beach, FL Vice President-Administration None
Edward Donley
Latham, NY Regional Vice President None
Glenn Farinacci* Regional Vice President None
Peter S. Ferrentino
San Francisco, CA Regional Vice President None
William Frey
Hoffman Estates, IL Regional Vice President None
Suzanne Haley
Tampa, FL Regional Vice President None
Philip Jochem
Warrington, PA Regional Vice President None
Fred Lanier
Atlanta, GA Regional Vice President None
Beth Presson
Colchester, VT Regional Vice President None
Joseph Reaves
New Orleans, LA Regional Vice President None
Christian Renninger
Germantown, MD Regional Vice President None
Kurt Wiessner
Minneapolis, MN Regional Vice President None
Mary Rogers** Assistant Vice President None
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Institutional Services Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President Senior Vice
President
Donald A. Nanfeldt* Executive Vice President None
Charles Cardona** Senior Vice President None
Stacy Alexander* Vice President None
Eric Almquist* Vice President None
James E. Baskin+++++++ Vice President None
Kenneth Bernstein
Boca Raton, FL Vice President-Institutional Sales None
Stephen Burke* Vice President None
Laurel A. Diedrick
Burrows*** Vice President None
Daniel L. Clawson++++ Vice President None
Michael Caraboolad
Gates Mills, OH Vice President-Institutional Sales None
Laura Caudillo++ Vice President-Institutional Sales None
Steven Faticone***** Vice-President-Institutional Sales None
William E. Findley**** Vice President None
Mary Genet***** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President-Institutional Sales None
Carol Anne Kelty* Vice President-Institutional Sales None
Gwenn Kessler***** Vice President-Institutional Sales None
Nancy Knee++++ Vice President-Institutional Sales None
Bradford Lange* Vice President-Institutional Sales None
Kathleen McIntyre
Lewis++ Vice President None
Eva Machek***** Vice President-Institutional Sales None
Mary McCabe*** Vice President-Institutional Sales None
James McNamara***** Vice President-Institutional Sales None
James Neiland* Vice President None
Susan M. O'Connor* Vice President-Institutional
Seminars None
Andrew Pearson+++ Vice President-Institutional Sales None
Jean Heitzman Penny***** Vice President-Institutional Sales None
Dwight Pierce+ Vice President None
Lorianne Pinto* Vice President-Institutional Sales None
Douglas Rentschler
Grosse Point Park, MI Vice President-Institutional Sales None
Leah Ryan**** Vice President-Institutional Sales None
Emil Samman* Vice President-Institutional
Marketing None
Edward Sands* Vice President-Institutional
Administration None
William Schalda* Vice President None
Sue Ann Seefeld++++ Vice President-Institutional Sales None
Elizabeth Biordi Vice President-Institutional
Wieland* Administration None
Jeanne Butler* Assistant Vice President-
Institutional Operations None
Roberta Hall***** Assistant Vice President-
Institutional Servicing None
Tracy Hopkins** Assistant Vice President-
Institutional Operations None
Lois Paterson* Assistant Vice President-
Institutional Operations None
Karen Markovic
Shpall++++++ Assistant Vice President None
Patrick Synan** Assistant Vice President-
Institutional Support None
Emilie Tongalson** Assistant Vice President-
Institutional Servicing None
Carolyn Warren++ Assistant Vice President-
Institutional Servicing None
Tonda Watson**** Assistant Vice President-
Institutional Sales None
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Group Retirement Plans Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President Senior Vice
President
Robert W. Stone* Executive Vice President None
Paul Allen* Executive Vice President-
National Sales None
Leonard Larrabee* Vice President and Senior Counsel None
George Anastasakos* Vice President None
Bart Ballinger++ Vice President-Sales None
Paula Cleary* Vice President-Marketing None
Ellen S. Dinas* Vice President-Marketing/Communications None
Wendy Holcomb++ Vice President-Sales None
William Gallagher* Vice President-Sales None
Brent Glading* Vice President-Sales None
Gerald Goz* Vice President-Sales None
Jeffrey Lejune
Dallas, TX Vice President-Sales None
Samuel Mancino** Vice President-Installation None
Joanna Morris* Vice President-Sales None
Joseph Pickert++ Vice President-Sales None
Alison Saunders** Vice President-Enrollment None
Scott Zeleznik* Vice President-Sales None
Alana Zion* Vice President-Sales None
Jeffrey Blake* Assistant Vice President-Sales None
_____________________________________________________
* The address of the offices so indicated is 200 Park Avenue, New
York, New York 10166
** The address of the offices so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580 California Street,
San Francisco, California 94104.
**** The address of the offices so indicated is 3384 Peachtree Road,
Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South LaSalle
Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box 1657, Duxbury,
Massachusetts 02331.
++ The address of the offices so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick Lane,
Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln Street,
Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest Hill
Avenue, Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond Street,
San Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box 757,
Holliston, Massachusetts 01746.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
3. Wells Fargo Institutional Trust Company, N.A.
45 Fremont Street
San Francisco, CA 94163
4. Wells Fargo Nikko Investment Advisors
45 Fremont Street
San Francisco, CA 94163
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Registrant's latest annual report to shareholders,
upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, and
State of New York on the 7th day of February, 1994.
PEOPLES INDEX FUND, INC.
BY: /s/ Joseph S. DiMartino*
Joseph S. DiMartino, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
Signatures Title Date
/s/ Joseph S. DiMartino * President (Principal Executive 2/7/94
Joseph S. DiMartino Officer) and Director
/s/ John J. Pyburn * Treasurer (Principal Financial 2/7/94
John J. Pyburn and Accounting Officer)
/s/David P. Feldman * Director 2/7/94
David P. Feldman
/s/ Jack R. Meyer * Director 2/7/94
Jack R. Meyer
/s/ John Szarkowski * Director 2/7/94
John Szarkowski
/s/ Anne Wexler * Director 2/7/94
Anne Wexler
*BY: /s/ Steven F. Newman
Steven F. Newman,
Attorney-in-Fact
EXHIBIT INDEX
ITEM EXHIBIT PAGE
(1)(a) Articles of Incorporation.
(1)(b) Articles of Amendment to the Articles of Incorporation.
(2) By-Laws.
(5)(a) Index Management Agreement.
(5)(b) Administration Agreement.
(9) Shareholder Services Plan.
(10) Opinion and consent of Stroock & Stroock & Lavan
dated January 2, 1990.
(11) Consent of Coopers & Lybrand, Independent Accountants.
(16) Schedule of Computation of Performance Data.
Other Exhibit:
Powers of Attorney
ARTICLES OF INCORPORATION
OF
DREYFUS STOCK INDEX FUND, INC.
_________________________
FIRST: The undersigned, David Stephens, whose address
is Seven Hanover Square, New York, New York 10004-2594, being at
least eighteen years of age, hereby forms a corporation under the
Maryland General Corporation Law.
SECOND: The name of the corporation (hereinafter called
the "corporation") is Dreyfus Stock Index Fund, Inc.
THIRD: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the
business of an investment company;
(b) to subscribe for, invest in, reinvest
in, purchase or otherwise acquire, hold, pledge, sell,
assign, transfer, lend, write options on, exchange,
distribute or otherwise dispose of and deal in and with
securities of every nature, kind, character, type and
form, including without limitation of the generality of
the foregoing, all types of stocks, shares, futures
contracts, bonds, debentures, notes, bills and other
negotiable or non-negotiable instruments, obligations,
evidences of interest, certificates of interest,
certificates of participation, certificates, interests,
evidences of ownership, guarantees, warrants, options or
evidences of indebtedness issued or created by or
guaranteed as to principal and interest by any state or
local government or any agency or instrumentality
thereof, by the United States Government or any agency,
instrumentality, territory, district or possession
thereof, by any foreign government or any agency,
instrumentality, territory, district or possession
thereof, by any corporation organized under the laws of
any state, the United States or any territory or
possession thereof or under the laws of any foreign
country, bank certificates of deposit, bank time
deposits, bankers' acceptances and commercial paper; to
pay for the same in cash or by the issue of stock,
including treasury stock, bonds or notes of the
corporation or otherwise; and to exercise any and all
rights, powers and privileges of ownership or interest
in respect of any and all such investments of every kind
and description, including without limitation, the right
to consent and otherwise act with respect thereto, with
power to designate one or more persons, firms,
associations or corporations to exercise any of said
rights, powers and privileges in respect of any said
instruments;
(c) to borrow money or otherwise obtain credit
and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the
corporation;
(d) to issue, sell, repurchase, redeem,
retire, cancel, acquire, hold, resell, reissue, dispose
of, transfer, and otherwise deal in, shares of stock of
the corporation, including shares of stock of the
corporation in fractional denominations, and to apply to
any such repurchase, redemption, retirement,
cancellation or acquisition of shares of stock of the
corporation any funds or property of the corporation
whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the
State of Maryland;
(e) to conduct its business, promote its
purposes and carry on its operations in any and all of
its branches and maintain offices both within and
without the State of Maryland, in any States of the
United States of America, in the District of Columbia
and in any other parts of the world; and
(f) to do all and everything necessary,
suitable, convenient, or proper for the conduct,
promotion and attainment of any of the businesses and
purposes herein specified or which at any time may be
incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in or
carried on by a corporation incorporated or organized
under the Maryland General Corporation Law, and to have
and exercise all of the powers conferred by the laws of
the State of Maryland upon corporations incorporated or
organized under the Maryland General Corporation Law.
The foregoing provisions of this Article THIRD shall be
construed both as purposes and powers and each as an independent
purpose and power. The foregoing enumeration of specific purposes
and powers shall not be held to limit or restrict in any manner
the purposes and powers of the corporation, and the purposes and
powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of
this or any other Article of these Articles of Incorporation;
provided, that the corporation shall not conduct any business,
promote any purpose, or exercise any power or privilege within or
without the State of Maryland which, under the laws thereof, the
corporation may not lawfully conduct, promote, or exercise.
FOURTH: The post office address of the principal office
of the corporation within the State of Maryland, and of the
resident agent of the corporation within the State of Maryland, is
The Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202.
FIFTH: (1) The total number of shares of stock which
the corporation has authority to issue is Two Hundred Million
(200,000,000) shares of Common Stock, all of which are of a par
value of one tenth of one cent ($.001) each.
(2) The aggregate par value of all the authorized
shares of stock is Two Hundred Thousand ($200,000) dollars.
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the minimum
price or the consideration or minimum consideration for, and to
issue, the shares of stock of the corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to classify or to reclassify, as
the case may be, any unissued shares of stock of the corporation.
(5) Subject to the power of the Board of Directors to
reclassify unissued shares, the shares of each class of stock of
the corporation shall have the following preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption:
(i) All consideration received by the
corporation for the issuance or sale of shares together
with all income, earnings, profits and proceeds thereof,
shall irrevocably belong to such class for all purposes,
subject only to the rights of creditors, and are herein
referred to as "assets belonging to" such class.
(ii) The assets belonging to such class shall be
charged with the liabilities of the corporation in
respect of such class and with such class, share of the
general liabilities of the corporation, in the latter
case in proportion that the net asset value of such
class bears to the net asset value of all classes. The
determination of the Board of Directors shall be
conclusive as to the allocation of liabilities,
including accrued expenses and reserves, to a class.
(iii) Dividends or distributions on shares of
each class, whether payable in stock or cash, shall be
paid only out of earnings, surplus or other assets
belonging to such class.
(iv) In the event of the liquidation or
dissolution of the corporation, stockholders of each
class shall be entitled to receive, as a class, out of
the assets of the corporation available for distribution
to stockholders, the assets belonging to such class and
the assets so distributable to the stockholders of such
class shall be distributed among such stockholders in
proportion to the number of shares of such class held by
them.
(v) On each matter submitted to a vote of the
stockholders, each holder of a share of stock shall be
entitled to one vote for each such share of stock
standing in his name on the books of the corporation
irrespective of the class thereof; provided, however,
that to the extent class voting is required by the
Investment Company Act of 1940 or Maryland law as to any
such matter, those requirements shall apply.
Except as provided above, all provisions of the Articles of
Incorporation relating to stock of the corporation shall apply to
shares of, and to the holders of, all classes of stock.
(6) Notwithstanding any provisions of the Maryland Gen-
eral Corporation Law requiring a greater proportion than a
majority of the votes of stockholders entitled to be cast in order
to take or authorize any action, any such action may be taken or
authorized upon the concurrence of a majority of the aggregate
number of votes entitled to be cast thereon.
(7) The presence in person or by proxy of the holders
of one-third of the shares of stock of the corporation entitled to
vote (without regard to class) shall constitute a quorum at any
meeting of the stockholders, except with respect to any matter
which, under applicable statutes or regulatory requirements,
requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the
holders of one-third of the shares of stock of each class required
to vote as a class on the matter shall constitute a quorum.
(8) The corporation may issue shares of stock in
fractional denominations to the same extent as its whole shares,
and shares in fractional denominations shall be shares of stock
having proportionately to the respective fractions represented
thereby all the rights of whole shares, including, without
limitation, the right to vote, the right to receive dividends and
distributions and the right to participate upon liquidation of the
corporation, but excluding the right to receive a stock
certificate evidencing a fractional share.
(9) No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any shares of any class which the
corporation proposes to issue, or any rights or options which the
corporation proposes to issue or to grant for the purchase of
shares of any class or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights to
subscribe for, purchase, or otherwise acquire shares of any class
of the corporation; and any and all of such shares, bonds,
securities or obligations of the corporation, whether now or
hereafter authorized or created, may be issued, or may be reissued
or transferred if the same have been reacquired and have treasury
status, and any and all of such rights and options may be granted
by the Board of Directors to such persons, firms, corporations and
associations, and for such lawful consideration, and on such
terms, as the Board of Directors in its discretion may determine,
without first offering the same, or any thereof, to any said
holder.
SIXTH: (1) The number of directors of the corporation,
until such number shall be increased or decreased pursuant to the
by-laws of the corporation, is one. The number of directors shall
never be less than the minimum number prescribed by the Maryland
General Corporation Law.
(2) The name of the person who shall act as director of
the corporation until the first annual meeting or until his
successor or successors are duly chosen and qualify is as follows:
Mark N. Jacobs
(3) The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting or by
their informal written action, as the case may be. Thereafter,
the power to make, alter, and repeal the by-laws of the
corporation shall be vested in the Board of Directors of the
corporation.
(4) Any determination made in good faith by or pursuant
to the direction of the Board of Directors, as to: the amount of
the assets, debts, obligations, or liabilities of the corporation;
the amount of any reserves or charges set up and the propriety
thereof; the time of or purpose for creating such reserves or
charges; the use, alteration or cancellation of any reserves or
charges (whether or not any debt, obligation or liability for
which such reserves or charges shall have been created shall have
been paid or discharged or shall be then or thereafter required to
be paid or discharged); the value of any investment or fair value
of any other asset of the corporation; the amount of net
investment income; the number of shares of stock outstanding; the
estimated expense in connection with purchases or redemptions of
the corporation's stock; the ability to liquidate investments in
orderly fashion; the extent to which it is practicable to deliver
a cross-section of the portfolio of the corporation in payment for
any such shares, or as to any other matters relating to the issue,
sale, purchase, redemption and/or other acquisition or disposition
of investments or shares of the corporation, or the determination
of the net asset value of shares of the corporation shall be final
and conclusive, and shall be binding upon the corporation and all
holders of its shares, past, present and future, and shares of the
corporation are issued and sold on the condition and understanding
that any and all such determinations shall be binding as
aforesaid.
SEVENTH: (1) To the fullest extent that limitations on
the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the
corporation shall have any liability to the corporation or its
stockholders for damages. This limitation on liability applies to
events occurring at the time a person serves as a director or
officer of the corporation whether or not such person is a
director or officer at the time of any proceeding in which
liability is asserted.
(2) The corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by
the Maryland General Corporation Law. The corporation shall
indemnify and advance expenses to its officers to the same extent
as its directors and to such further extent as is consistent with
law. The board of directors may, through a by-law, resolution or
agreement, make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(3) No provision of this Article SEVENTH shall be
effective to protect or purport to protect any director or officer
of the corporation against any liability to the corporation or its
stockholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(4) References to the Maryland General Corporation Law
in this Article SEVENTH are to the law as from time to time
amended. No amendment to the Articles of Incorporation of the
corporation shall affect any right of any person under this
Article SEVENTH based on any event, omission or proceeding prior
to such amendment.
EIGHTH: Any holder of shares of stock of the
corporation may require the corporation to redeem and the
corporation shall be obligated to redeem at the option of such
holder all or any part of the shares of the corporation owned by
said holder, at the redemption price, pursuant to the method, upon
the terms and subject to the conditions hereinafter set forth:
(a) The redemption price per share shall be the
net asset value per share determined at such time or
times as the Board of Directors of the corporation shall
designate in accordance with any provision of the
Investment Company Act of 1940, any rule or regulation
thereunder or exemption or exception therefrom, or any
rule or regulation made or adopted by any securities
association registered under the Securities Exchange Act
of 1934.
(b) Net asset value per share of a class shall
be determined by dividing:
(i) The total value of the assets of
such class determined as provided in Subsec-
tion (c) below less, to the extent determined
by or pursuant to the direction of the Board
of Directors, all debts, obligations and
liabilities of such class (which debts,
obligations and liabilities shall include,
without limitation of the generality of the
foregoing, any and all debts, obligations,
liabilities, or claims, of any and every kind
and nature, fixed, accrued and otherwise,
including the estimated accrued expenses of
management and supervision, administration and
distribution and any reserves or charges for
any or all of the foregoing, whether for
taxes, expenses or otherwise) but excluding
such class' liability upon its shares and its
surplus, by
(ii) The total number of shares of such
class outstanding.
The Board of Directors is empowered, in its
absolute discretion, to establish other methods for
determining such net asset value whenever such other
methods are deemed by it to be necessary in order to
enable the corporation to comply with, or are deemed by
it to be desirable provided they are not inconsistent
with, any provision of the Investment Company Act of
1940 or any rule or regulation thereunder.
(c) In determining for the purposes of these
Articles of Incorporation the total value of the assets
of the corporation at any time, investments and any
other assets of the corporation shall be valued in such
manner as may be determined from time to time by the
Board of Directors.
(d) Payment of the redemption price by the
corporation may be made either in cash or in securities
or other assets at the time owned by the corporation or
partly in cash and partly in securities or other assets
at the time owned by the corporation. The value of any
part of such payment to be made in securities or other
assets of the corporation shall be the value employed in
determining the redemption price. Payment of the
redemption price shall be made on or before the seventh
day following the day on which the shares are properly
presented for redemption hereunder, except that delivery
of any securities included in any such payment shall be
made as promptly as any necessary transfers on the books
of the issuers whose securities are to be delivered may
be made.
The corporation, pursuant to resolution of the
Board of Directors, may deduct from the payment made for
any shares redeemed a liquidating charge not in excess
of one percent (1%) of the redemption price of the
shares so redeemed, and the Board of Directors may alter
or suspend any such liquidating charge from time to
time.
(e) The right of any holder of shares of stock
redeemed by the corporation as provided in this Article
EIGHTH to receive dividends or distributions thereon and
all other rights of such holder with respect to such
shares shall terminate at the time as of which the
redemption price of such shares is determined, except
the right of such holder to receive (i) the redemption
price of such shares from the corporation in accordance
with the provisions hereof, and (ii) any dividend or
distribution to which such holder had previously become
entitled as the record holder of such shares on the
record date for such dividend or distribution.
(f) Redemption of shares of stock by the
corporation is conditional upon the corporation having
funds or property legally available therefor.
(g) The corporation, either directly or through
an agent, may repurchase its shares, out of funds
legally available therefor, upon such terms and
conditions and for such consideration as the Board of
Directors shall deem advisable, by agreement with the
owner at a price not exceeding the net asset value per
share as determined by the corporation at such time or
times as the Board of Directors of the corporation shall
designate, less a charge not to exceed one percent (1%)
of such net asset value, if and as fixed by resolution
of the Board of Directors of the corporation from time
to time, and take all other steps deemed necessary or
advisable in connection therewith.
(h) The corporation, pursuant to resolution of
the Board of Directors, may cause the redemption, upon
the terms set forth in such resolution and in
subsections (a) through (f) and subsection (i) of this
Article EIGHTH, of shares of stock owned by stockholders
whose shares have an aggregate net asset value of five
hundred dollars or less. Notwithstanding any other
provision of this Article EIGHTH, if certificates
representing such shares have been issued, the
redemption price need not be paid by the corporation
until such certificates are presented in proper form for
transfer to the corporation or the agent of the
corporation appointed for such purpose; however, the
redemption shall be effective, in accordance with the
resolution of the Board of Directors, regardless of
whether or not such presentation has been made.
(i) The obligations set forth in this Article
EIGHTH may be suspended or postponed as may be
permissible under the Investment Company Act of 1940 and
the rules and regulations thereunder.
(j) The Board of Directors may establish other
terms and conditions and procedures for redemption,
including requirements as to delivery of certificates
evidencing shares, if issued.
NINTH: All persons who shall acquire stock or other
securities of the corporation shall acquire the same subject to
the provisions of the corporation's Charter, as from time to time
amended.
TENTH: From time to time any of the provisions of the
Charter of the corporation may be amended, altered or repealed,
including amendments which alter the contract rights of any class
of stock outstanding, and other provisions authorized by the Mary-
land General Corporation Law at the time in force may be added or
inserted in the manner and at the time prescribed by said Law, and
all rights at any time conferred upon the stockholders of the
corporation by its Charter are granted subject to the provisions
of this Article.
IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that the
adoption and signing are my act.
Dated: October 6, 1989
/s/ David Stephens
David Stephens, Incorporator
DREYFUS STOCK INDEX FUND, INC.
ARTICLES OF AMENDMENT
Dreyfus Stock Index Fund, Inc., a Maryland corporation
having its principal office in the State of Maryland at 32 South
Street, Baltimore, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended
by striking Article SECOND of the Articles of Incorporation and
inserting in lieu thereof the following:
"SECOND: The name of the corporation
(hereinafter called the 'corporation') is
Peoples Index Fund, Inc."
SECOND: The Board of Directors of the corporation by
unanimous written consent pursuant to Section 2-408 of the
Corporations and Associations Article of the Annotated Code of
Maryland dated as of March 19, 1990, duly adopted a resolution in
which was set forth the foregoing amendment to the charter,
declaring that the said amendment of the charter as proposed was
advisable.
THIRD: Said amendment has been consented to and
authorized by the holders of all the issued and outstanding stock,
entitled to vote, by a written consent given in accordance with
the provisions of Section 2-505 of the Corporations and
Associations Article of the Annotated Code of Maryland, and filed
with the records of stockholders meetings.
IN WITNESS WHEREOF, Dreyfus Stock Index Fund, Inc. has
caused these Articles to be signed and filed in its name and on
its behalf by its Vice President and witnessed by its Assistant
Secretary on March 19, 1990.
DREYFUS STOCK INDEX FUND, INC.
By: /s/ Mark N. Jacobs
Mark N. Jacobs, Vice President
Witness:
/s/ Christine Pavalos
Christine Pavalos,
Assistant Secretary
The undersigned, Vice President of Dreyfus Stock Index
Fund, Inc., who executed on behalf of said Corporation the
foregoing Articles of Amendment, of which this certificate is made
a part, hereby acknowledges, in the name and on behalf of said
Corporation, the foregoing Articles of Amendment to be the
corporate act of said Corporation and further certifies that, to
the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.
/s/ Mark N. Jacobs
Mark N. Jacobs, Vice President
BY-LAWS
OF
DREYFUS STOCK INDEX FUND, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates rep-
resenting shares of stock shall set forth thereon the statements
prescribed by Section 2-211 of the Maryland General Corporation
Law ("General Corporation Law") and by any other applicable provi-
sion of law and shall be signed by the President or a Vice Presi-
dent and countersigned by the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer and may be sealed with
the corporate seal. The signatures of any such officers may be
either manual or facsimile signatures and the corporate seal may
be either facsimile or any other form of seal. In case any such
officer who has signed manually or by facsimile any such certifi-
cate ceases to be such officer before the certificate is issued,
it nevertheless may be issued by the corporation with the same
effect as if the officer had not ceased to be such officer as of
the date of its issue.
No certificate representing shares of stock shall be
issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-207 of the General
Corporation Law.
The corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Board of Directors may
require, in its discretion, the owner of any such certificate or
his legal representative to give bond, with sufficient surety, to
the corporation to indemnify it against any loss or claim that may
arise by reason of the issuance of a new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any,
transfers of shares of stock of the corporation shall be made only
on the stock transfer books of the corporation by the record
holder thereof or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corpor-
ation or with a transfer agent or a registrar, if any, and on sur-
render of the certificate or certificates for such shares of stock
properly endorsed and the payment of all taxes due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of Direc-
tors may fix, in advance, a date as the record date for the pur-
pose of determining stockholders entitled to notice of, or to vote
at, any meeting of stockholders, or stockholders entitled to
receive payment of any dividend or the allotment of any rights or
in order to make a determination of stockholders for any other
proper purpose. Such date, in any case, shall be not more than 90
days, and in case of a meeting of stockholders not less than 10
days, prior to the date on which the meeting or particular action
requiring such determination of stockholders is to be held or
taken. In lieu of fixing a record date, the Board of Directors
may provide that the stock transfer books shall be closed for a
stated period but not to exceed 20 days. If the stock transfer
books are closed for the purpose of determining stockholders
entitled to notice of, or to vote at, a meeting of stockholders,
such books shall be closed for at least 10 days immediately pre-
ceding such meeting. If no record date is fixed and the stock
transfer books are not closed for the determination of stock-
holders: (1) The record date for the determination of stock-
holders entitled to notice of, or to vote at, a meeting of stock-
holders shall be at the close of business on the day on which the
notice of meeting is mailed or the day 30 days before the meeting,
whichever is the closer date to the meeting; and (2) The record
date for the determination of stockholders entitled to receive
payment of a dividend or an allotment of any rights shall be at
the close of business on the day on which the resolution of the
Board of Directors declaring the dividend or allotment of rights
is adopted, provided that the payment or allotment date shall not
be more than 60 days after the date on which the resolution is
adopted.
4. MEANING OF CERTAIN TERMS. As used herein in respect
of the right to notice of a meeting of stockholders or a waiver
thereof or to participate or vote thereat or to consent or dissent
in writing in lieu of a meeting, as the case may be, the term
"share of stock" or "shares of stock" or "stockholder" or "stock-
holders" refers to an outstanding share or shares of stock and to
a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of
stock and said reference also is intended to include any outstand-
ing share or shares of stock and any holder or holders of record
of outstanding shares of stock of any class or series upon which
or upon whom the Charter confers such rights where there are two
or more classes or series of shares or upon which or upon whom the
General Corporation Law confers such rights notwithstanding that
the Charter may provide for more than one class or series of
shares of stock, one or more of which are limited or denied such
rights thereunder.
5. STOCKHOLDER MEETINGS.
- ANNUAL MEETINGS. If a meeting of the stockholders of
the corporation is required by the Investment Company Act of 1940,
as amended, to elect the directors, then there shall be submitted
to the stockholders at such meeting the question of the election
of directors, and a meeting called for that purpose shall be de-
signated the annual meeting of stockholders for that year. In
other years in which no action by stockholders is required for the
aforesaid election of directors, no annual meeting need be held.
- SPECIAL MEETINGS. Special stockholder meetings for
any purpose may be called by the Board of Directors or the Presi-
dent and shall be called by the Secretary for the purpose of re-
moving a Director whenever the holders of shares entitled to at
least ten percent of all the votes entitled to be cast at such
meeting shall make a duly authorized request that such meeting be
called.
The Secretary shall call a special meeting of stock-
holders for all other purposes whenever the holders of shares en-
titled to at least twenty-five percent of all the votes entitled
to be cast at such meeting shall make a duly authorized request
that such meeting be called. Such request shall state the purpose
of such meeting and the matters proposed to be acted on thereat,
and no other business shall be transacted at any such special
meeting. The Secretary shall inform such stockholders of the rea-
sonably estimated costs of preparing and mailing the notice of the
meeting, and upon payment to the corporation of such costs, the
Secretary shall give notice in the manner provided for below.
Notwithstanding the foregoing, unless requested by stockholders
entitled to cast a majority of the votes entitled to be cast at
the meeting, a special meeting of the stockholders need not be
called at the request of stockholders to consider any matter that
is substantially the same as a matter voted on at any special
meeting of the stockholders held during the preceding twelve (12)
months.
- PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates as
the directors from time to time may fix.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting. The
notice of a special meeting shall state in all instances the pur-
pose or purposes for which the meeting is called. Written or
printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to him personally or by leaving
it at his residence or usual place of business not less than ten
days and not more than ninety days before the date of the meeting,
unless any provisions of the General Corporation Law shall pre-
scribe a different elapsed period of time, to each stockholder at
his address appearing on the books of the corporation or the ad-
dress supplied by him for the purpose of notice. If mailed,
notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post office ad-
dress as it appears on the records of the corporation with postage
thereon prepaid. Whenever any notice of the time, place or pur-
pose of any meeting of stockholders is required to be given under
the provisions of these by-laws or of the General Corporation Law,
a waiver thereof in writing, signed by the stockholder and filed
with the records of the meeting, whether before or after the hold-
ing thereof, or actual attendance or representation at the meeting
shall be deemed equivalent to the giving of such notice to such
stockholder. The foregoing requirements of notice also shall
apply, whenever the corporation shall have any class of stock
which is not entitled to vote, to holders of stock who are not en-
titled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
- STATEMENT OF AFFAIRS. The President of the corpora-
tion or, if the Board of Directors shall determine otherwise, some
other executive officer thereof, shall prepare or cause to be pre-
pared annually a full and correct statement of the affairs of the
corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be filed
at the principal office of the corporation in the State of Mary-
land.
- CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President, the
Chairman of the Board, a Vice President or, if none of the forego-
ing is in office and present and acting, by a chairman to be chos-
en by the stockholders. The Secretary of the corporation or, in
his absence, an Assistant Secretary, shall act as secretary of
every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman of the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may author-
ize another person or persons to act for him by proxy in all mat-
ters in which a stockholder is entitled to participate, whether
for the purposes of determining his presence at a meeting, or
whether by waiving notice of any meeting, voting or participating
at a meeting, expressing consent or dissent without a meeting or
otherwise. Every proxy shall be executed in writing by the stock-
holder or by his duly authorized attorney-in-fact and filed with
the Secretary of the corporation. No unrevoked proxy shall be
valid after eleven months from the date of its execution, unless a
longer time is expressly provided therein.
- INSPECTORS OF ELECTION. The directors, in advance of
any meeting, may, but need not, appoint one or more inspectors to
act at the meeting or any adjournment thereof. If an inspector or
inspectors are not appointed, the person presiding at the meeting
may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or
act, the vacancy may be filled by appointment made by the direc-
tors in advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, if any, before entering upon
the discharge of his duties, shall take and sign an oath to exe-
cute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares outstand-
ing and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots or con-
sents, determine the result and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting or any stock-
holder, the inspector or inspectors, if any, shall make a report
in writing of any challenge, question or matter determined by him
or them and execute a certificate of any fact found by him or
them.
- VOTING. Each share of stock shall entitle the holder
thereof to one vote, except in the election of directors, at which
each said vote may be cast for as many persons as there are direc-
tors to be elected. Except for election of directors, a majority
of the votes cast at a meeting of stockholders, duly called and at
which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may come before a meeting,
unless more than a majority of votes cast is required by the
corporation's Articles of Incorporation. A plurality of all the
votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have waived in
writing any rights which they may have to dissent from such action
and such consent and waiver are filed with the records of the
corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs
of the corporation shall be managed under the direction of a Board
of Directors. The use of the phrase "entire board" herein refers
to the total number of directors which the corporation would have
if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a
natural person of full age. A director need not be a stockholder,
a citizen of the United States or a resident of the State of Mary-
land. The initial Board of Directors shall consist of one person.
Thereafter, the number of directors constituting the entire board
shall never be less than three or the number of stockholders,
whichever is less. At any regular meeting or at any special meet-
ing called for that purpose, a majority of the entire Board of
Directors may increase or decrease the number of directors, pro-
vided that the number thereof shall never be less than three or
the number of stockholders, whichever is less, nor more than
twelve and further provided that the tenure of office of a direc-
tor shall not be affected by any decrease in the number of direc-
tors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the director named in the Articles of Incorpora-
tion and shall hold office until the first meeting of stockholders
or until his successor has been elected and qualified. There-
after, directors who are elected at a meeting of stockholders, and
directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until their succes-
sors have been elected and qualified. Newly created directorships
and any vacancies in the Board of Directors, other than vacancies
resulting from the removal of directors by the stockholders, may
be filled by the Board of Directors, subject to the provisions of
the Investment Company Act of 1940. Newly created directorships
filled by the Board of Directors shall be by action of a majority
of the entire Board of Directors. All other vacancies to be fill-
ed by the Board of Directors may be filled by a majority of the
remaining members of the Board of Directors, although such
majority is less than a quorum thereof.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly elected
Board shall be held as soon after its election as the directors
conveniently may assemble.
- PLACE. Meetings shall be held at such place within
or without the State of Maryland as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings
may be called by or at the direction of the President or of a
majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of direc-
tors or any committee thereof is required to be given under the
provisions of the General Corporation Law or of these by-laws, a
waiver thereof in writing, signed by the director or committee
member entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual
attendance at the meeting shall be deemed equivalent to the giving
of such notice to such director or such committee member.
- QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or va-
cancies prevents such majority, whereupon a majority of the direc-
tors in office shall constitute a quorum, provided such majority
shall constitute at least one-third of the entire Board and, in no
event, less than two directors. A majority of the directors pre-
sent, whether or not a quorum is present, may adjourn a meeting to
another time and place. Except as otherwise specifically provided
by the Articles of Incorporation, the General Corporation Law or
these by-laws, the action of a majority of the directors present
at a meeting at which a quorum is present shall be the action of
the Board of Directors.
- CHAIRMAN OF THE MEETING. The Chairman of the Board,
if any and if present and acting, or the President or any other
director chosen by the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders, who
may elect a successor or successors to fill any resulting vacancy
or vacancies for the unexpired term of the removed director or
directors.
6. COMMITTEES. The Board of Directors may appoint from
among its members an Executive Committee and other committees
composed of two or more directors and may delegate to such commit-
tee or committees, in the intervals between meetings of the Board
of Directors, any or all of the powers of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to amend the by-laws, to approve any consolida-
tion, merger, share exchange or transfer of assets, to declare
dividends, to issue stock or to recommend to stockholders any
action requiring the stockholders' approval. In the absence of
any member of any such committee, the members thereof present at
any meeting, whether or not they constitute a quorum, may appoint
a member of the Board of Directors to act in the place of such
absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee de-
signated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar communica-
tions equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation by
such means shall constitute presence in person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall be
elected by the Board of Directors, and may have such other offic-
ers, assistant officers and agents as the Board of Directors shall
authorize from time to time. Any two or more offices, except
those of President and Vice President, may be held by the same
person, but no person shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is
required by law to be executed, acknowledged or verified by two or
more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation
in the State of Maryland prescribed by the General Corporation Law
is 32 South Street, c/o The Corporation Trust Incorporated,
Baltimore, Maryland 21202. The name and address of the resident
agent in the State of Maryland prescribed by the General Corpora-
tion Law are: The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office
in the State of Maryland prescribed by the General Corporation Law
or at the business office or an agency of the corporation, an
original or duplicate stock ledger containing the names and ad-
dresses of all stockholders and the number of shares of each class
held by each stockholder. Such stock ledger may be in written
form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
The corporation shall keep at said principal office in
the State of Maryland the original or a certified copy of the by-
laws, including all amendments thereto, and shall duly file there-
at the annual statement of affairs of the corporation prescribed
by Section 2-314 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name
of the corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall deter-
mine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws
is vested in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the law. The
corporation shall indemnify its officers to the same extent as its
directors and to such further extent as is consistent with law.
The corporation shall indemnify its directors and officers who
while serving as directors or officers also serve at the request
of the corporation as a director, officer, partner, trustee, em-
ployee, agent or fiduciary of another corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan to
the same extent as its directors and, in the case of officers, to
such further extent as is consistent with law. The indemnifica-
tion and other rights provided by this Article shall continue as
to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of
such a person. This Article shall not protect any such person
against any liability to the corporation or any stockholder there-
of to which such person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office
("disabling conduct").
2. ADVANCES. Any current or former director or officer
of the corporation seeking indemnification within the scope of
this Article shall be entitled to advances from the corporation
for payment of the reasonable expenses incurred by him in con-
nection with the matter as to which he is seeking indemnification
in the manner and to the fullest extent permissible under the
General Corporation Law. The person seeking indemnification shall
provide to the corporation a written affirmation of his good faith
belief that the standard of conduct necessary for indemni-fication
by the corporation has been met and a written undertaking to repay
any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one
of the following additional conditions shall be met: (a) the
person seeking indemnification shall provide a security in form
and amount acceptable to the corporation for his undertaking;
(b) the corporation is insured against losses arising by reason of
the advance; or (c) a majority of a quorum of directors of the
corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amend-
ed, nor parties to the proceeding ("disinterested non-party direc-
tors"), or independent legal counsel, in a written opinion, shall
have determined, based on a review of facts readily available to
the corporation at the time the advance is proposed to be made,
that there is reason to believe that the person seeking indemni-
fication will ultimately be found to be entitled to indemnifi-
cation.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with
the General Corporation Law, whether the standards required by
this Article have been met. Indemnification shall be made only
following: (a) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct or
(b) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the person to be indemni-
fied was not liable by reason of disabling conduct by (i) the vote
of a majority of a quorum of disinterested non-party directors or
(ii) an independent legal counsel in a written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees
and agents who are not officers or directors of the corporation
may be indemnified, and reasonable expenses may be advanced to
such employees or agents, as may be provided by action of the
Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make
further provision consistent with law for indemnification and
advance of expenses to directors, officers, employees and agents
by resolution, agreement or otherwise. The indemnification
provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or
disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the
General Corporation Law and to the Investment Company Act of 1940
as from time to time amended. No amendment of the by-laws shall
affect any right of any person under this Article based on any
event, omission or proceeding prior to the amendment.
Dated: October 7, 1989
INDEX MANAGEMENT AGREEMENT
PEOPLES INDEX FUND, INC.
P.O. Box 6014
Garden City, New York 11530
April 4, 1990
As Revised May 2, 1991
Wells Fargo Nikko Investment Advisors
45 Fremont Street
San Francisco, California 94105
Dear Sirs:
Peoples Index Fund, Inc., a Maryland corporation (the
"Fund"), herewith confirms its agreement with you (the "Adviser")
as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its Articles of Incorporation
and in its Prospectus and Statement of Additional Information as
from time to time in effect, copies of which have been or will be
submitted to the Adviser, and in such manner and to such extent as
from time to time may be approved by the Fund's Board of
Directors. The Fund intends to employ The Dreyfus Corporation
("Dreyfus") to act as its administrator and desires to employ the
Adviser to act as its index fund manager.
In this connection it is understood that from time to
time the Adviser will employ or associate with itself such person
or persons as the Adviser may believe to be particularly fitted to
assist it in the performance of this Agreement. Such person or
persons may be officers or employees who are employed by both the
Adviser and the Fund. The compensation of such person or persons
shall be paid by the Adviser and no obligation may be incurred on
the Fund's behalf in any such respect.
Subject to the supervision and approval of the Fund's
Board of Directors, the Adviser will provide investment management
of the Fund's portfolio in accordance with the Fund's investment
objective and policies as stated in its Prospectus and Statement
of Additional Information as from time to time in effect. In
connection therewith, the Adviser will supervise the Fund's
investments and, if appropriate, the sale and reinvestment of the
Fund's assets. The Adviser will furnish to the Fund such
statistical information, with respect to the investments which the
Fund may hold or contemplate purchasing, as the Fund may
reasonably request. The Fund wishes to be informed of important
developments materially affecting its portfolio and shall expect
the Adviser, on its own initiative, to furnish to the Fund from
time to time such information as the Adviser may believe
appropriate for this purpose. In addition, the Adviser shall
notify the Fund of any change in the membership of the Adviser's
partnership within a reasonable time after such change.
In addition, the Adviser will supply office facilities
(which may be in the Adviser's own offices), data processing
services, clerical, accounting and bookkeeping services, internal
auditing services, internal executive and administrative services,
and stationery and office supplies; make available to Dreyfus
information necessary to prepare reports to the Fund's
stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities;
calculate the net asset value of the Fund's shares; and generally
assist in all aspects of the Fund's operations.
The Adviser shall exercise its best judgment in
rendering the services to be provided to the Fund hereunder and
the Fund agrees as an inducement to the Adviser's undertaking the
same that the Adviser shall not be liable hereunder for any error
of judgment or mistake of law or for any loss suffered by the
Fund, provided that nothing herein shall be deemed to protect or
purport to protect the Adviser against any liability to the Fund
or to its security holders to which the Adviser would otherwise be
subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or by
reason of the Adviser's reckless disregard of its obligations and
duties hereunder.
In consideration of the services rendered pursuant to
this Agreement, the Fund will pay the Adviser a fee calculated
daily and paid monthly at the annual rate of .10 of 1% of the
value of the Fund's average daily net assets. Net asset value
shall be computed on such days and at such time or times as
described in the Fund's then-current Prospectus and Statement of
Additional Information. Upon any termination of this Agreement
before the end of any month, the fee for such part of a month
shall be pro-rated according to the proportion which such period
bears to the full monthly period and shall be payable upon the
date of termination of this Agreement.
For the purpose of determining fees payable to the
Adviser, the value of the Fund's net assets shall be computed in
the manner specified in the Fund's Articles of Incorporation for
the computation of the value of the Fund's net assets.
The Adviser will bear all expenses in connection with
the performance of its services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be borne
by the Fund, except to the extent specifically assumed by the
Adviser or Dreyfus. The expenses to be borne by the Fund include,
without limitation, the following: organizational costs, taxes,
interest, brokerage fees and commissions, if any, fees of
Directors who are not officers, directors, employees or holders of
5% or more of the outstanding voting securities of the Adviser or
Dreyfus or any of their affiliates, Securities and Exchange
Commission fees and state Blue Sky qualification fees, index
management and administration fees, charges of custodians, certain
insurance premiums, industry association fees, outside auditing
and legal expenses, costs of independent pricing services, costs
of maintaining corporate existence, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and
for distribution to existing stockholders, costs of stockholders'
reports and corporate meetings, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to this Agreement and the Fund's
Administration Agreement, but excluding interest, taxes, brokerage
and, with the prior written consent of the necessary state
securities commissions, extraordinary expenses) exceed the expense
limitations of any state having jurisdiction over the Fund, the
Fund may deduct from the fees to be paid hereunder, to the extent
required by state law, that portion of such excess expense which
bears the same relation to the total of such excess as the
Adviser's fee hereunder bears to the total fee otherwise payable
for the fiscal year by the Fund pursuant to this Agreement and the
Administration Agreement between the Fund and Dreyfus. The
Adviser's obligation pursuant hereto is limited to the amount of
its fees hereunder. Such deduction, if any, will be estimated
daily, and reconciled and effected on a monthly basis.
The Fund understands that the Adviser now acts and will
continue to act as index manager to various investment companies
and fiduciary or other managed accounts, and the Fund has no
objection to the Adviser's so acting, provided that when the
purchase or sale of securities of the same issuer is suitable for
the investment objectives of two or more companies or accounts
managed by the Adviser which have available funds for investment,
the available securities will be allocated in a manner believed by
the Adviser to be in keeping with its fiduciary or contractual
duties to each company or account. It is recognized that in some
cases this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtainable for or
disposed of by the Fund.
In addition, it is understood that the persons employed
by the Adviser to assist in the performance of its duties
hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict the
right of the Adviser or the right of any of its affiliates to
engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
Any person, even though also an officer, director,
partner, employee or agent of the Adviser, who may be or become an
officer, director, employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on any business of
the Fund, to be rendering such services to or acting solely for
the Fund and not as an officer, director, partner, employee or
agent or one under the control or direction of the Adviser even
though paid by the Adviser.
This Agreement shall continue automatically for
successive annual periods ending on May 14th of each year,
provided such continuance is specifically approved at least
annually by (i) the Fund's Board of Directors or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of the
Fund's outstanding voting securities, provided that in either
event its continuance also is approved by a majority of the Fund's
Directors who are not "interested persons" (as defined in said
Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board of Directors or by vote of holders of a majority
of the Fund's shares or, upon not less than 90 days' notice, by
the Adviser. This Agreement also will terminate automatically in
the event of its assignment (as defined in said Act).
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
PEOPLES INDEX FUND, INC.
By:___________________________
Accepted:
WELLS FARGO NIKKO INVESTMENT ADVISORS
By:_______________________________
By:_______________________________
ADMINISTRATION AGREEMENT
PEOPLES INDEX FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
November 20, 1989
As Revised May 12, 1993
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
Peoples Index Fund, Inc., a Maryland corporation (the
"Fund"), herewith confirms its agreement with you ("Dreyfus") as
follows:
The Fund desires to employ its capital by investing
and reinvesting the same in investments of the type and in
accordance with the limitations specified in its Articles of
Incorporation and in its Prospectus and Statement of Additional
Information as from time to time in effect, copies of which have
been or will be submitted to Dreyfus, and in such manner and to
such extent as from time to time may be approved by the Fund's
Board of Directors. The Fund intends to employ Wells Fargo
Nikko Investment Advisors (the "Adviser") to act as its index
fund manager and desires to employ Dreyfus to act as its
administrator.
In this connection it is understood that from time to
time Dreyfus will employ or associate with itself such person or
persons as Dreyfus may believe to be particularly fitted to
assist it in the performance of this Agreement. Such person or
persons may be officers or employees who are employed by both
Dreyfus and the Fund. The compensation of such person or
persons shall be paid by Dreyfus and no obligation may be
incurred on the Fund's behalf in any such respect.
Subject to the supervision and control of the Board of
Directors of the Fund, Dreyfus will assist in supervising all
aspects of the Fund's operations except investment management of
the Fund's portfolio, which shall be performed by the Adviser
under its Index Management Agreement with the Fund. It is
understood that Dreyfus shall not act and shall not be required
to act as an investment adviser or have any authority to
supervise the investment or reinvestment of the cash, securities
or other property comprising the Fund's assets or to determine
what securities or other property may be purchased or sold by
the Fund.
Dreyfus will supply office facilities (which may be in
Dreyfus' own offices), data processing services, clerical,
accounting and bookkeeping supervisory services, internal
auditing and legal services, internal executive and
administrative services, and stationery and office supplies; and
prepare reports to the Fund's stockholders, tax returns, reports
to and filings with the Securities and Exchange Commission and
state Blue Sky authorities.
Dreyfus shall exercise its best judgment in rendering
the services to be provided hereunder and the Fund agrees as an
inducement to Dreyfus' undertaking the same that Dreyfus shall
not be liable hereunder for any error of judgment or mistake of
law or for any loss suffered by the Fund, provided that nothing
herein shall be deemed to protect or purport to protect Dreyfus
against any liability to the Fund or to its security holders to
which Dreyfus would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
its duties hereunder, or by reason of Dreyfus' reckless
disregard of its obligations and duties hereunder.
In consideration of the services rendered pursuant to
this Agreement, the Fund will pay Dreyfus a fee calculated daily
and paid monthly at the annual rate of .20 of 1% of the Fund's
average daily net assets. Net asset value shall be computed on
such days and at such time or times as described in the Fund's
then-current Prospectus and Statement of Additional Information.
The fee for the period from the date of the commencement of the
public sale of the Fund's shares to the end of the month during
which such sale shall have been commenced shall be pro-rated
according to the proportion which such period bears to the full
monthly period, and upon any termination of this Agreement
before the end of any month, the fee for such part of a month
shall be pro-rated according to the proportion which such period
bears to the full monthly period and shall be payable upon the
date of termination of this Agreement.
For the purpose of determining fees payable to
Dreyfus, the value of the Fund's net assets shall be computed in
the manner specified in the Fund's Articles of Incorporation for
the computation of the value of the Fund's net assets.
Dreyfus will bear all expenses in connection with the
performance of its services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be
borne by the Fund, except to the extent specifically assumed by
Dreyfus or the Adviser. The expenses to be borne by the Fund
include, without limitation, the following: organizational
costs, taxes, interest, brokerage fees and commissions, if any,
fees of directors who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of
the Adviser or Dreyfus or any of their affiliates, Securities
and Exchange Commission fees and state Blue Sky qualification
fees, index management and administration fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of maintaining corporate
existence, costs of independent pricing services, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
preparing, printing and distributing prospectuses and statements
of additional information for regulatory purposes and for
distribution to existing shareholders, costs of shareholders'
reports and corporate meetings, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the
Fund (including fees pursuant to this Agreement and the Fund's
Index Management Agreement, but excluding interest, taxes,
brokerage and, with the prior written consent of the necessary
state securities commissions, extraordinary expenses) exceed the
expense limitations of any state having jurisdiction over the
Fund, the Fund may deduct from the fees to be paid hereunder, or
Dreyfus will bear, to the extent required by state law, that
portion of such excess expense which bears the same relation to
the total of such excess as Dreyfus' fee hereunder bears to the
total fee otherwise payable for the fiscal year by the Fund
pursuant to this Agreement and the Index Management Agreement
between the Fund and the Adviser. Dreyfus' obligation pursuant
hereto is limited to the amount of its fees hereunder. 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 Fund understands that Dreyfus now acts and will
continue to act as administrator of various investment companies
and fiduciary or other managed accounts, and the Fund has no
objection to Dreyfus' so acting. In addition, it is understood
that the persons employed by Dreyfus to assist in the
performance of its duties hereunder will not devote their full
time to such service and nothing contained herein shall be
deemed to limit or restrict the right of Dreyfus or the right of
any affiliate of Dreyfus to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
Any person, even though also an officer, director,
partner, employee or agent of Dreyfus, who may be or become an
officer, director, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting
solely for the Fund and not as an officer, director, partner,
employee, or agent or one under the control or direction of
Dreyfus even though paid by it.
This Agreement shall continue automatically for
successive annual periods ending on May 14th of each year,
provided such continuance is specifically approved at least
annually by (i) the Fund's Board of Directors or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of
the Fund's outstanding voting securities, provided that in
either event its continuance also is approved by a majority of
the Fund's Directors who are not "interested persons" (as
defined in said Act) of any party to this Agreement, by vote
cast in person at a meeting called for the purpose of voting on
such approval. This Agreement is terminable without penalty, on
60 days' notice, by the Fund's Board of Directors or by vote of
holders of a majority of the Fund's shares or, upon not less
than 90 days' notice, by Dreyfus. This Agreement also will
terminate automatically in the event of its assignment (as
defined in said Act).
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
PEOPLES INDEX FUND, INC.
By:
Accepted:
THE DREYFUS CORPORATION
By:
PEOPLES INDEX FUND, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
the Fund's distributor, Dreyfus Service Corporation (the
"Distributor"), for certain allocated expenses of providing
personal service and/or maintaining shareholder accounts. The
Plan is not to be adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the
fee under the Plan is intended to be a "service fee" as defined
in Article III, Section 26 (a "Service Fee"), of the NASD Rules
of Fair Practice (the "NASD Rules").
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use Fund assets for such purposes.
In voting to approve the implementation of such a plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall reimburse the Distributor an amount
not to exceed an annual rate of .25 of 1% of the value of the
Fund's average daily net assets attributable to each class of the
Fund's shares, for its allocated expenses of providing personal
service to shareholders of the respective class and/or
maintaining shareholder accounts; provided that, at no time,
shall the amount paid to the Distributor under this Plan,
together with amounts otherwise paid by the Fund as a Service Fee
under the NASD Rules, exceed the maximum amount then payable
under the NASD Rules as a Service Fee. The amount of such
reimbursement shall be based on an expense allocation methodology
prepared by the Distributor annually and approved by the Fund's
Board or on any other basis from time to time deemed reasonable
by the Fund's Board.
2. For the purposes of determining the fees payable
under this Plan, the value of the net assets attributable to each
class of Fund shares shall be computed in the manner specified in
the Fund's Articles of Incorporation for the computation of the
value of the Fund's net assets attributable to such a class.
3. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
4. This Plan will become effective immediately upon
approval by a majority of the Board members, including a majority
of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on
the approval of this Plan.
5. This Plan shall continue until May 14, 1994,
unless earlier terminated in accordance with its terms, and
thereafter shall continue automatically for successive annual
periods ending on May 14 of each year, provided such continuance
is approved at least annually in the manner provided in
paragraph 4 hereof.
6. This Plan may be amended at any time by the Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
7. This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan.
Adopted: August 11, 1993
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
January 2, 1990
Dreyfus Stock Index Fund, Inc.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
Gentlemen:
We have acted as counsel to Dreyfus Stock Index Fund, Inc. (the
"Fund") in connection with the preparation of a Registration
Statement on Form N-1A, Registration No. 33-31809 (the
"Registration Statement"), covering shares of Common Stock, par
value $.001 per share, of the Fund.
We have examined copies of the Articles of Incorporation and
By-Laws of the Fund, the Registration Statement and such other
corporate records and documents as we have deemed necessary for
the purpose of this opinion. We have also examined such other
documents, papers, statutes and authorities as we deemed
necessary to form a basis for the opinion hereinafter expressed.
In our examination of such material, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various questions
of fact material to such opinion, we have relied upon statements
and certificates of officers and representatives of the Fund and
others.
Attorneys involved in the preparation of this opinion are
admitted only to the bar of the State of New York. As to various
questions arising under the laws of the State of Maryland, we
have relied on the opinion of Messrs. Venable, Baetjer and
Howard, a copy of which is attached hereto. Qualifications set
forth in their opinion are deemed incorporated herein.
Based upon the foregoing, we are of the opinion that the Shares
of Common Stock, par value $.001 per share, of the Fund to be
issued in accordance with the terms of the offering as set forth
in the Prospectus included as part of the Registration Statement,
when so issued and paid for, will constitute validly authorized
and issued Shares of Common Stock, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us in the
Prospectus included in the Registration Statement, and to the
filing of this opinion as an exhibit to any application made by
or on behalf of the Fund or any distributor or dealer in
connection with the registration and qualification of the Fund or
its Common Stock under the securities laws of any state or
jurisdiction. In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
[LETTERHEAD OF VENABLE, BAETJER AND HOWARD]
January 2, 1990
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Re: Dreyfus Stock Index Fund, Inc.
Ladies and Gentlemen:
We have acted as special Maryland counsel for Dreyfus
Stock Index Fund, Inc., a Maryland corporation (the "Fund"), in
connection with the organization of the Fund and the issuance of
shares of its Common Stock (the "Common Stock").
As Maryland counsel for the Fund, we are familiar with
its Charter and Bylaws. We have examined the Prospectus
included in its Registration Statement on Form N-1A,
substantially in the form in which it is to become effective
(the "Prospectus"), and have examined and relied upon such
corporate records of the Fund and other documents and
certificates with respect to factual matters as we have deemed
necessary to render the opinion expressed herein. We have
assumed, without independent verification, the genuineness of
all signatures, the authenticity of documents, and the
conformity with originals of copies.
Based on such examination, we are of the opinion and
so advise you that:
1. The Fund is duly organized and validly existing
as a corporation in good standing under the laws
of the State of Maryland.
2. The 8,000 shares of presently issued and
outstanding Common Stock of the Fund have been
validly and legally issued and are fully paid and
nonassessable shares under the laws of the State
of Maryland.
3. The shares of Common Stock of the Fund to be
offered for sale pursuant to the Prospectus are
authorized and unissued shares and, when such
shares have been duly sold, issued and paid for
as contemplated by the Prospectus, such shares
will have been validly and legally issued and
will be fully paid and nonassessable shares of
Common Stock of the Fund under the laws of the
State of Maryland.
This letter expresses our opinion with respect to the
Maryland General Corporation Law governing matters such as due
organization and the authorization and issuance of stock. It
does not extend to the securities or "Blue Sky" laws of
Maryland, to federal securities laws or to other laws.
You may rely upon our foregoing opinion in rendering
your opinion to the Fund that is to be filed as an exhibit to
the Registration Statement. We consent to the filing of this
opinion as an exhibit to the Registration Statement. We do not
thereby admit that we are "experts" as that term is used in the
Securities Act of 1933 and the regulations thereunder.
Very truly yours,
VENABLE, BAETJER AND HOWARD
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Peoples Index Fund, Inc.:
We consent to the inclusion in Post-Effective Amendment No. 6 to
the Registration Statement of Peoples Index Fund, Inc. on Form N-1A
(File No. 33-31809) of our report dated December 14, 1993 on our
audit of the financial statements and financial highlights of the
Fund, which report is included in the Annual Report to Shareholders
for the year ended October 31, 1993.
Coopers & Lybrand
New York, New York
February 4, 1994
PEOPLES INDEX FUND, INC.
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
Average annual total return computation from inception through 10/31/93
based upon the following formula:
n
P( 1 + T ) = ERV
where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value as of 10/31/93 of a $1,000
hypothetical investment made on 1/2/90 (inception)
3.830
1000( 1 + T ) = 1,452.10
T = 10.23%
==========
PEOPLES INDEX FUND, INC.
TOTAL RETURN COMPUTATION
Total return computation from inception through 10/31/93
based upon the following formula:
[ C + ( C x B ) ] - A
---------------------
T = A
where: A = NAV at beginning of period
B = Additional shares purchased through dividend reinvestment
C = NAV at end of period
T = Total return
T = [ 16.88 + ( 16.88 x 0.0753 ) ] - 12.50
--------------------------------------------
12.50
T = 45.21%
========
PEOPLES INDEX FUND, INC.
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
Average annual total return computation from 10/31/92 through 10/31/93
based upon the following formula:
n
P( 1 + T ) = ERV
where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value as of 10/31/93 of a $1,000
hypothetical investment made on 10/31/92
1.00
1000( 1 + T ) = 1,144.85
T = 14.49%
============
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Mark N. Jacobs, Steven F. Newman and Michael A. Rosenberg, and
each of them, with full power to act without the other, her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to
the Registration Statement (including post-effective amendments and
amendments thereto), of Peoples Index Fund, Inc. and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ Anne Wexler Director December 20, 1991
Anne Wexler
POWER OF ATTORNEY
The person whose signature appears below hereby constitutes and
appoints Mark N. Jacobs, Steven F. Newman and Michael A. Rosenberg, and
each of them, with full power to act without the other, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for his and in his name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments to
the Registration Statement (including post-effective amendments and
amendments thereto), of Peoples Index Fund, Inc., and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ John Szarkowski Director December 20, 1991
John Szarkowski
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Robert I. Frenkel, Mark N. Jacobs and
Steven F. Newman, and each of them, with full power to act
without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities
(until revoked in writing) to sign any and all amendments to the
Registration Statement on Form N-1A (including post-effective
amendments and amendments thereto) of Peoples Index Fund, Inc.,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Joseph S. DiMartino January 2, 1990
Joseph S. DiMartino
/s/ John J. Pyburn January 2, 1990
John J. Pyburn
/s/ David P. Feldman January 2, 1990
David P. Feldman
/s/ Jack R. Meyer January 2, 1990
Jack R. Meyer
