File No.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. 16 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 16 [X]
(Check appropriate box or boxes.)
DREYFUS INDEX FUNDS, 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
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
X immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
---------------
----
60 days after filing pursuant to paragraph (a)(1)
----
on (date) pursuant to paragraph (a)(1)
---------------
----
75 days after filing pursuant to paragraph (a)(2)
----
on (date) pursuant to paragraph (a)(2) of Rule 485
---------------
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
----
Dreyfus
Index Funds
Dreyfus S&P 500 Index Fund
Dreyfus MidCap Index Fund
Dreyfus Small Cap Stock Index Fund
Dreyfus International Stock Index Fund
Investing to match the performance of select stock market indexes
PROSPECTUS March 1, 2000
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
Contents
THE FUNDS
- ------------------------------------------------------
1 Introduction
2 Dreyfus S&P 500 Index Fund
6 Dreyfus MidCap Index Fund
10 Dreyfus Small Cap Stock Index Fund
14 Dreyfus International Stock Index Fund
18 Management
20 Financial Highlights
YOUR INVESTMENT
- --------------------------------------------------------------------
24 Account Policies
27 Distributions and Taxes
28 Services for Fund Investors
30 Instructions for Regular Accounts
32 Instructions for IRAs
FOR MORE INFORMATION
- -------------------------------------------------------------------------------
Back Cover
Each fund's investment approach, risks, performance, expenses and related
information
Information for managing your fund account
Where to learn more about these and other Dreyfus funds
<PAGE>
The Funds
Dreyfus S&P 500 Index Fund Dreyfus MidCap Index Fund
Dreyfus Small Cap Stock Index Fund Dreyfus International Stock Index Fund
The Dreyfus Index Funds invest in various types of stocks using an indexing
approach. Each fund seeks to match the performance of a different stock market
index, as described on the following pages.
In managing their portfolios, the funds do not rely on the professional judgment
of a portfolio manager for decisions about asset allocation or securities
selection, as do actively managed funds. Instead, each fund looks to its
respective index in determining which securities to hold, and in what
proportion.
Indexing has the potential to eliminate some of the risks of active management,
and to increase an investor's after-tax performance. At the same time, indexing
also means that a fund does not have the option of changing its strategy, even
at times when it may appear advantageous to do so.
INFORMATION ON EACH FUND'S RECENT PERFORMANCE AND HOLDINGS CAN BE FOUND IN ITS
CURRENT ANNUAL/SEMIANNUAL REPORT (SEE BACK COVER).
Introduction
<PAGE 1>
Dreyfus S&P 500 Index Fund
-------------------
Ticker Symbol: PEOPX
GOAL/APPROACH
The portfolio seeks to match the performance of the Standard & Poor's 500
Composite Stock Price Index. To pursue this goal, the fund generally is fully
invested in stocks included in the index, and in futures whose performance is
tied to the index.
The fund attempts to have a correlation between its performance and that of the
index of at least .95, before expenses. A correlation of 1.00 would mean that
the fund and the index were perfectly correlated.
The fund generally invests in all 500 stocks in the S&P 500 in proportion to
their weighting in the index. The S&P 500 is an unmanaged index of 500 common
stocks chosen to reflect the industries of the U.S. economy and is often
considered a proxy for the stock market in general. Each stock is weighted by
its market capitalization, which means larger companies have greater
representation in the index than smaller ones. The fund may also use stock index
futures as a substitute for the sale or purchase of securities.
Concepts to understand
INDEX FUNDS: mutual funds that are designed to meet the performance of an
underlying benchmark index.
To replicate index performance, the manager uses a passive management approach
and purchases all or a representative sample of the stocks comprising the
benchmark index. Because the fund has expenses, performance will tend to be
slightly lower than that of the target benchmark.
<PAGE 2>
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
Because different types of stocks tend to shift in and out of favor depending on
market and economic conditions, the fund's performance may sometimes be lower or
higher than that of other types of funds.
The fund uses an indexing strategy. It does not attempt to manage market
volatility, use defensive strategies or reduce the effects of any long-term
periods of poor stock performance.
The correlation between fund and index performance may be affected by the fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of purchases and redemptions of fund shares.
The fund may invest in stock index futures, which could carry additional risks
such as losses due to unanticipated market price movements, and could also
reduce the opportunity for gain.
Concepts to understand
"Standard & Poor's((reg.tm))," "S&P((reg.tm))," "Standard & Poor's 500" and "S&P
500((reg.tm))" are trademarks of The McGraw-Hill Companies, Inc., and have been
licensed for use by the fund. The fund is not sponsored, endorsed, sold or
promoted by Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of investing in the fund.
Dreyfus S&P 500 Index Fund
<PAGE 3>
DREYFUS S&P 500 INDEX FUND (CONTINUED)
PAST PERFORMANCE
The bar chart and table below show some of the risks of investing in the fund.
The bar chart shows the changes in the fund's performance from year to year. The
table compares the fund's average annual total return to that of the S&P 500, a
broad measure of stock performance. Of course, past performance is no guarantee
of future results.
--------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
-5.12 29.90 7.70 9.53 0.66 36.72 22.31 32.63 28.08 20.25
90 91 92 93 94 95 96 97 98 99
BEST QUARTER: Q4 '98 +21.29%
WORST QUARTER: Q3 '90 -13.70%
--------------------------------------------------------
Average annual total return AS OF 12/31/99
1 Year 5 Years 10 Years
-----------------------------------------------------------
FUND 20.25% 27.85% 17.46%
S&P 500 21.03% 28.54% 18.19%*
* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 12/31/89
IS USED AS THE BEGINNING VALUE ON 1/2/90.
What this fund is --
and isn't
This fund is a mutual fund:
a pooled investment that is professionally managed and gives you the
opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.
An investment in this fund is not a bank deposit. It is not insured
or guaranteed by the FDIC or any other government agency. It is
not a complete investment program. You could lose money in this fund,
but you also have the potential
to make money.
<PAGE 4>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid out of fund assets,
so their effect is included in the share price. The fund has no sales charge
(load) or Rule 12b-1 distribution fees.
--------------------------------------------------------
Fee table
SHAREHOLDER TRANSACTION FEES
% OF TRANSACTION AMOUNT
Maximum redemption fee 1.00%
CHARGED ONLY WHEN SELLING SHARES YOU
HAVE OWNED FOR LESS THAN SIX MONTHS
--------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees 0.25%
Shareholder services fee 0.25%
Other expenses 0.00%
-------------------------------------------------------
TOTAL 0.50%
--------------------------------------------------------
Expense example
1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
$51 $160 $280 $628
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.
Under the fund's management contract, Dreyfus has agreed to pay all of the
fund's expenses, except management fees, shareholder services fees, brokerage
commissions, taxes, interest, fees and expenses of independent counsel to the
fund and the non-interested board members, and extraordinary expenses.
SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.
Dreyfus S&P 500 Index Fund
<PAGE 5>
Dreyfus MidCap Index Fund
-------------------
Ticker Symbol: PESPX
GOAL/APPROACH
The portfolio seeks to match the performance of the Standard & Poor's MidCap 400
Index. To pursue this goal, the fund generally is fully invested in stocks
included in the index, and in futures whose performance is tied to the index
The fund attempts to have a correlation between its performance and that of the
index of at least .95, before expenses. A correlation of 1.00 would mean that
the fund and the index were perfectly correlated.
The fund generally invests in all 400 stocks in the S&P MidCap 400 in proportion
to their weighting in the index. The S&P MidCap 400 is composed of 400 stocks of
medium-size domestic and some Canadian companies with market capitalizations
ranging between approximately $100 million and $45 billion, depending on index
composition. Each stock is weighted by its market capitalization, which means
larger companies have greater representation in the index than smaller ones. The
fund may also use stock index futures as a substitute for the sale or purchase
of securities.
Concepts to understand
MIDCAP COMPANIES: established companies that may not be well known. Midcap
companies may lack the resources to weather economic shifts, though they can be
faster to innovate than large companies.
<PAGE 6>
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
Midsize companies carry additional risks because their earnings tend to be less
predictable, their share prices more volatile and their securities less liquid
than larger, more established companies.
Because different types of stocks tend to shift in and out of favor depending on
market and economic conditions, the fund's performance may sometimes be lower or
higher than that of other types of funds.
The fund uses an indexing strategy. It does not attempt to manage market
volatility, use defensive strategies or reduce the effects of any long-term
periods of poor stock performance.
The correlation between fund and index performance may be affected by the fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of purchases and redemptions of fund shares.
The fund may invest in stock index futures, which could carry additional risks
such as losses due to unanticipated market price movements, and could also
reduce the opportunity for gain.
Concepts to understand
"Standard & Poor's((reg.tm))," "S&P((reg.tm))," and "Standard & Poor's MidCap
400 Index" are trademarks of The McGraw-Hill Companies, Inc., and have been
licensed for use by the fund. The fund is not sponsored, endorsed, sold or
promoted by Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of investing in the fund.
Dreyfus MidCap Index Fund
<PAGE 7>
DREYFUS MIDCAP INDEX FUND (CONTINUED)
PAST PERFORMANCE
The bar chart and table below show some of the risks of investing in the fund.
The bar chart shows the changes in the fund's performance from year to year. The
table compares the fund's average annual total return to that of the S&P MidCap
400, a broad measure of midcap stock performance. Of course, past performance is
no guarantee of future results.
--------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
11.95 13.52 -3.96 30.35 18.52 31.53 18.42 14.02
90 91 92 93 94 95 96 97 98 99
BEST QUARTER: Q4 '98 +27.84%
WORST QUARTER: Q3 '98 -14.57%
--------------------------------------------------------
Average annual total return AS OF 12/31/99
Since
inception
1 Year 5 Years (6/19/91)
-------------------------------------------------------
FUND 14.02% 22.37% 17.48%
S&P MIDCAP 400 14.72% 23.05% 18.61%*
* FOR COMPARATIVE PURPOSES, THE VALUE OF EACH INDEX ON 6/30/91
IS USED AS THE BEGINNING VALUE ON 6/19/91.
What this fund is --
and isn't
This fund is a mutual fund:
a pooled investment that is professionally managed and gives you the
opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it
cannot offer guaranteed results.
An investment in this fund is not a bank deposit. It is not
insured or guaranteed by the FDIC or any other government agency. It is
not a complete investment program. You could lose money in this
fund, but you also have the potential
to make money.
<PAGE 8>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid out of fund assets,
so their effect is included in the share price. The fund has no sales charge
(load) or Rule 12b-1 distribution fees.
--------------------------------------------------------
Fee table
SHAREHOLDER TRANSACTION FEES
% OF TRANSACTION AMOUNT
Maximum redemption fee
1.00%
CHARGED ONLY WHEN SELLING SHARES YOU
HAVE OWNED FOR LESS THAN SIX MONTHS
--------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees 0.25%
Shareholder services fee 0.25%
Other expenses 0.00%
-------------------------------------------------------
TOTAL 0.50%
--------------------------------------------------------
Expense example
1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
$51 $160 $280 $628
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.
Under the fund's management contract, Dreyfus has agreed to pay all of the
fund's expenses, except management fees, shareholder services fees, brokerage
commissions, taxes, interest, fees and expenses of independent counsel to the
fund and the non-interested board members, and extraordinary expenses.
SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.
Dreyfus MidCap Index Fund
<PAGE 9>
Dreyfus Small Cap Stock Index Fund
----------------
Ticker Symbol: N/A
GOAL/APPROACH
The portfolio seeks to match the performance of the Standard & Poor's Small Cap
600 Index. To pursue this goal, it will invest in a representative sample of
stocks included in the S&P Small Cap 600 Index, and in futures whose performance
is related to the index, rather than attempt to replicate the index.
The fund attempts to have a correlation between its performance and that of the
index of at least .95, before expenses. A correlation of 1.00 would mean that
the fund and the index were perfectly correlated.
The fund' s portfolio is selected by a "sampling" process based on market
capitalization, industry representation and other means. The fund expects to
invest in approximately 500 or more of the stocks in the index. However, at
times, the fund may be fully invested in all the stocks that comprise the S&P
Small Cap 600 Index. Under these circumstances, the fund maintains approximately
the same weighting for each stock as the index does.
The S& P Small Cap 600 Index is composed of 600 domestic stocks with market
capitalizations ranging between approximately $40 million and $6 billion,
depending on index composition. Each stock is weighted by its market
capitalization, which means larger companies have greater representation in the
index than smaller ones. The fund may also use stock index futures as a
substitute for the sale or purchase of securities.
Concepts to understand
SMALL-CAPITALIZATION COMPANIES: new, often entrepreneurial companies. Small-cap
companies tend to grow faster than larger-cap companies, but frequently are more
volatile, more vulnerable to major setbacks, and have a higher failure rate than
larger companies. The fund generally invests in companies having market
capitalizations from $100 million to $2 billion.
SAMPLING: a statistical process used to select stocks so that the portfolio has
investment characteristics that closely approximate those of the index.
<PAGE 10>
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
Because different types of stocks tend to shift in and out of favor depending on
market and economic conditions, the fund's performance may sometimes be lower or
higher than that of funds emphasizing other types of stocks (such as large-cap
or international stocks).
Small companies carry additional risks because their earnings tend to be less
predictable, their share prices more volatile and their securities less liquid
than larger, more established companies. Some of the fund's investments will
rise and fall based on investor perceptions rather than economics.
The fund uses an indexing strategy. It does not attempt to manage market
volatility, use defensive strategies or reduce the effects of any long-term
periods of poor stock performance.
The correlation between fund and index performance may be affected by the fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of purchases and redemptions of fund shares.
The fund may invest in stock index futures, which could carry additional risks
such as losses due to unanticipated market price movements, and could also
reduce the opportunity for gain.
Concepts to understand
"Standard & Poor's((reg.tm))," "S&P((reg.tm))," and "Standard & Poor's Small Cap
600 Index" are trademarks of The McGraw-Hill Companies, Inc., and have been
licensed for use by the fund. The fund is not sponsored, endorsed, sold or
promoted by Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of investing in the fund.
Dreyfus Small Cap Stock Index Fund
<PAGE 11>
DREYFUS SMALL CAP STOCK INDEX FUND (CONTINUED)
PAST PERFORMANCE
The bar chart and table below show some of the risks of investing in the fund.
The bar chart shows the changes in the fund's performance from year to year. The
table compares the fund's average annual total return to that of the S&P Small
Cap 600, a broad measure of stock performance. Of course, past performance is no
guarantee of future results.
--------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
-1.62 12.14
90 91 92 93 94 95 96 97 98 99
BEST QUARTER: Q4 '98 +17.21%
WORST QUARTER: Q3 '98 -20.86%
--------------------------------------------------------
Average annual total return AS OF 12/31/99
Since
inception
1 Year (6/30/97)
--------------------------------------------------------
FUND 12.14% 8.98%
S&P SMALL CAP 600 12.41% 9.30%
What this fund is -- and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
<PAGE 12>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid out of fund assets,
so their effect is included in the share price. The fund has no sales charge
(load) or Rule 12b-1 distribution fees.
--------------------------------------------------------
Fee table
SHAREHOLDER TRANSACTION FEES
% OF TRANSACTION AMOUNT
Maximum redemption fee 1.00%
CHARGED ONLY WHEN SELLING SHARES YOU
HAVE OWNED FOR LESS THAN SIX MONTHS
--------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees 0.25%
Shareholder services fee 0.25%
Other expenses 0.00%
-------------------------------------------------------
TOTAL 0.50%
--------------------------------------------------------
Expense example
1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
$51 $160 $280 $628
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.
Under the fund's management contract, Dreyfus has agreed to pay all of the
fund's expenses, except management fees, shareholder services fees, brokerage
commissions, taxes, interest, fees and expenses of independent counsel to the
fund and the non-interested board members, and extraordinary expenses.
SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.
Dreyfus Small Cap Stock Index Fund
<PAGE 13>
Dreyfus International Stock Index Fund
----------------
Ticker Symbol: N/A
GOAL/APPROACH
The portfolio seeks to match the performance of the Morgan Stanley Capital
International Europe, Australasia, Far East (Free) Index (EAFE((reg.tm))). To
pursue this goal, it will invest in a representative sample of stocks of foreign
companies included in the EAFE index, and in futures whose performance is tied
to the index, rather than attempt to replicate the index.
The fund attempts to have a correlation between its performance and that of the
index of at least .95, before expenses. A correlation of 1.00 would mean that
the fund and the index were perfectly correlated.
The fund' s portfolio is selected by a "sampling" process based on country,
market capitalization, industry weightings and other benchmark characteristics.
The fund expects to invest in approximately 550 or more of the stocks in the
EAFE index. Under these circumstances, the fund maintains approximately the same
weighting for each stock as the index does.
The EAFE index is a broadly diversified international index composed of the
equity securities of approximately 1,000 companies located outside the U.S. Each
stock is weighted by its market capitalization, which means larger companies
have greater representation in the index than smaller ones. Because of this
weighting, as of October 31, 1999, approximately 27% of the index was composed
of Japanese securities.
Concepts to understand
FOREIGN COMPANY: a company organized under the laws of a foreign country or for
which the principal trading market is in a foreign country; or a company
organized in the U.S. with a majority of its assets or business outside the U.S
<PAGE 14>
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
The fund' s performance will be influenced by political, social and economic
factors affecting foreign companies. These risks include exposure to currency
fluctuations, less liquidity, less developed or efficient trading markets, a
lack of comprehensive company information, political instability and differing
auditing and legal standards. Each of these risks could result in more
volatility for the fund.
The fund uses an indexing strategy. It does not attempt to manage market
volatility, use defensive strategies or reduce the effects of any long-term
periods of poor stock performance.
The correlation between fund and index performance may be affected by the fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of purchases and redemptions of fund shares.
Other potential risks
The fund may invest in stock index futures as a substitute for the sale or
purchase of securities, and may enter into foreign currency forward and futures
contracts to maintain the approximate currency exposure of the EAFE index. These
investment techniques could carry additional risks such as losses due to
unanticipated market price movements, and could also reduce the opportunity for
gain.
Dreyfus International Stock Index Fund
<PAGE 15>
DREYFUS INTERNATIONAL STOCK INDEX FUND (CONTINUED)
PAST PERFORMANCE
The bar chart and table below show some of the risks of investing in the fund.
The bar chart shows the changes in the fund's performance from year to year. The
table compares the fund' s average annual total return to that of the Morgan
Stanley Capital International (MSCI) Europe, Australasia, Far East (Free) Index
(EAFE) , a broad measure of stock performance. Of course, past performance is no
guarantee of future results.
--------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
19.36 27.29
90 91 92 93 94 95 96 97 98 99
BEST QUARTER: Q4 '98 +20.33%
WORST QUARTER: Q3 '98 -14.46%
--------------------------------------------------------
Average annual total return AS OF 12/31/99
Since
inception
1 Year (6/30/97)
--------------------------------------------------------
FUND 27.29% 13.53%
MSCI EAFE
INDEX 26.72% 14.09%
What this fund is -- and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
<PAGE 16>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid out of fund assets,
so their effect is included in the share price. The fund has no sales charge
(load) or Rule 12b-1 distribution fees.
--------------------------------------------------------
Fee table
SHAREHOLDER TRANSACTION FEES
% OF TRANSACTION AMOUNT
Maximum redemption fee 1.00%
CHARGED ONLY WHEN SELLING SHARES YOU
HAVE OWNED FOR LESS THAN SIX MONTHS
--------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees 0.35%
Shareholder services fee 0.25%
Other expenses 0.00%
-------------------------------------------------------
TOTAL 0.60%
--------------------------------------------------------
Expense example
1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------
$61 $192 $335 $750
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of the fund's operations.
Under the fund's management contract, Dreyfus has agreed to pay all of the
fund's expenses, except management fees, shareholder services fees, brokerage
commissions, taxes, interest, fees and expenses of independent counsel to the
fund and the non-interested board members and extraordinary expenses.
SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.
Dreyfus International Stock Index Fund
<PAGE 17>
MANAGEMENT
The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages more than
$127 billion in over 160 mutual fund portfolios. For the past fiscal year, each
of Dreyfus S&P 500 Index Fund, Dreyfus MidCap Index Fund and Dreyfus Small Cap
Stock Index Fund paid Dreyfus a management fee at the annual rate of 0.25% of
the fund' s average daily net assets and Dreyfus International Stock Index Fund
paid Dreyfus a management fee at the annual rate of 0.35% of the fund's average
daily net assets. Dreyfus is the primary mutual fund business of Mellon
Financial Corporation, a global financial services company with approximately
$2.5 trillion of assets under management, administration or custody, including
approximately $450 billion under management. Mellon provides wealth management,
global investment services and a comprehensive array of banking services for
individuals, businesses and institutions. Mellon is headquartered in Pittsburgh,
Pennsylvania.
Concepts to understand
YEAR 2000 ISSUES: the funds could be adversely affected if the computer systems
used by Dreyfus and the funds' other service providers do not properly process
and calculate date-related information from and after January 1, 2000.
Dreyfus has taken steps designed to avoid year 2000-related problems in its
systems and to monitor the readiness of other service providers. In addition,
issuers of securities in which the fund invests may be adversely affected by
year 2000-related problems. This could have an impact on the value of the fund's
investments and its share price.
<PAGE 18>
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, Dreyfus
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity and offers the potential for measuring
performance and volatility in consistent ways.
Dreyfus manages each fund by making investment decisions based on the fund's
investment objectives, policies and restrictions in order to match the
performance of its respective index.
Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy' s preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.
Management
<PAGE 19>
FINANCIAL HIGHLIGHTS
Dreyfus S&P 500 Index Fund
This table describes the fund's performance for the fiscal periods indicated.
" Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by
PricewaterhouseCoopers LLP, whose report, along with the fund's financial
statements, is included in the annual report.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 32.76 27.73 22.06 18.38 16.41
Investment operations:
Investment income -- net .35(1) .34 .34 .33 .36
Net realized and unrealized
gain (loss) on investments 7.80 5.46 6.37 3.89 3.36
Total from investment operations 8.15 5.80 6.71 4.22 3.72
Distributions:
Dividends from
investment income -- net (.36) (.30) (.38) (.32) (.42)
Dividends from net realized
gain on investments -- (.47) (.66) (.22) (1.33)
Total distributions (.36) (.77) (1.04) (.54) (1.75)
Net asset value, end of period 40.55 32.76 27.73 22.06 18.38
Total return (%) 25.00 21.34 31.46 23.41 25.68
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .50 .50 .50 .57 .55
Ratio of net investment income
to average net assets (%) .92 1.14 1.52 1.90 2.75
Decrease reflected in above expense ratios
due to actions by Dreyfus (%) -- -- .05 -- --
Portfolio turnover rate (%) 9.61 7.15 2.26 5.22 3.66
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 2,800,028 1,843,762 1,279,451 591,631 336,147
(1) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
<PAGE 20>
FINANCIAL HIGHLIGHTS
Dreyfus MidCap Index Fund
This table describes the fund's performance for the fiscal periods indicated.
" Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by Ernst & Young
LLP, whose report, along with the fund's financial statements, is included in
the annual report.
YEAR ENDED OCTOBER 31,
1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 25.80 26.55 21.32 19.40 17.14
Investment operations:
Investment income -- net .21(1) .27 .25 .28 .29
Net realized and unrealized
gain (loss) on investments 4.46 1.16 6.25 2.81 3.00
Total from investment operations 4.67 1.43 6.50 3.09 3.29
Distributions:
Dividends from investment
income -- net (.31) (.23) (.27) (.30) (.28)
Dividends from net realized gain
on investments (6.02) (1.99) (1.00) (.87) (.75)
Total distributions (6.33) (2.22) (1.27) (1.17) (1.03)
Redemption fee added to paid-in capital .00(2) .04 -- -- --
Net asset value, end of period 24.14 25.80 26.55 21.32 19.40
Total return (%) 20.48 5.88 32.02 16.65 20.78
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .50 .50 .50 .50 .50
Ratio of net investment income to
average net assets (%) .90 .98 1.07 1.49 1.80
Decrease reflected in above expense ratios
due to actions by Dreyfus (%) -- -- .09 .17 .35
Portfolio turnover rate (%) 50.17 67.85 20.15 14.66 20.46
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 282,544 251,772 221,017 170,987 122,982
(1) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END. (2) AMOUNT REPRESENTS LESS THAN $.01.
<PAGE 21>
FINANCIAL HIGHLIGHTS
Dreyfus Small Cap Stock Index Fund
This table describes the fund's performance for the fiscal periods indicated.
" Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by
PricewaterhouseCoopers LLP, whose report, along with the fund's financial
statements, is included in the annual report.
YEAR ENDED OCTOBER 31,
1999 1998 1997(1)
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 12.16 13.90 12.50
Investment operations:
Investment income -- net .04(2) .04 .02
Net realized and unrealized gain (loss)
on investments 1.38 (1.60) 1.38
Total from investment operations 1.42 (1.56) 1.40
Distributions:
Dividends from investment income -- net (.05) (.02) --
Dividends from net realized gain on investments (.50) (.16) --
Total distributions (.55) (.18) --
Net asset value, end of period 13.03 12.16 13.90
Total return (%) 11.86 (11.38) 11.20(3,4)
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of operating expenses to average net assets (%) .50 .50 .17(4)
Ratio of interest expense and loan commitment fees
to average net assets (%) .01 -- --
Ratio of net investment income to average net assets (%) .34 .35 .13(4)
Portfolio turnover rate (%) 41.97 25.14 10.59(4)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 35,991 24,325 18,081
(1) FROM JUNE 30, 1997 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1997.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(3) EXCLUSIVE OF REDEMPTION FEE.
(4) NOT ANNUALIZED.
<PAGE 22>
FINANCIAL HIGHLIGHTS
Dreyfus International Stock Index Fund
This table describes the fund's performance for the fiscal periods indicated.
" Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by
PricewaterhouseCoopers LLP, whose report, along with the fund's financial
statements, is included in the annual report.
YEAR ENDED OCTOBER 31,
1999 1998 1997(1)
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 12.25 11.27 12.50
Investment operations:
Investment income -- net .17(2) .12 .07
Net realized and unrealized gain (loss)
on investments 2.62 .96 (1.30)
Total from investment operations 2.79 1.08 (1.23)
Distributions:
Dividends from investment income -- net (.09) (.10) --
Net asset value, end of period 14.95 12.25 11.27
Total return (%) 22.87 9.68 (9.84)(3,4)
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .60 .60 .20(4)
Ratio of net investment income
to average net assets (%) 1.27 1.32 .62(4)
Portfolio turnover rate (%) 9.01 22.62 .16(4)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 37,504 24,887 9,246
(1) FROM JUNE 30, 1997 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1997.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(3) EXCLUSIVE OF REDEMPTION FEE.
(4) NOT ANNUALIZED.
</TABLE>
Financial Highlights
<PAGE 23>
Your Investment
ACCOUNT POLICIES
Buying shares
YOU PAY NO SALES CHARGES to invest in these funds. Your price for fund shares is
the fund's net asset value per share (NAV), which is generally calculated as of
the close of trading on the New York Stock Exchange (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. Each fund's investments are generally valued based on market
value or, where market quotations are not readily available, based on fair value
as determined in good faith by the fund's board.
--------------------------------------------------------
Minimum investments
Initial Additional
--------------------------------------------------------
REGULAR ACCOUNTS $2,500 $100
TRADITIONAL IRAS $750 NO MINIMUM
SPOUSAL IRAS $750 NO MINIMUM
ROTH IRAS $750 NO MINIMUM
DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS
All investments must be in U.S. dollars. Third-party
checks cannot be accepted. You may be charged a fee for
any check that does not clear.
Third-party investments
If you invest through a third party (rather than directly with Dreyfus), the
policies and fees may be different than those described here. Banks, brokers,
401(k) plans, financial advisers and financial supermarkets may charge
transaction fees and may set different minimum investments or limitations on
buying or selling shares. Consult a representative of your plan or financial
institution if in doubt.
<PAGE 24>
Selling shares
YOU MAY SELL (REDEEM) SHARES AT ANY TIME. Your shares will be sold at the next
NAV calculated after your order is accepted by the fund's transfer agent or
other authorized entity. Any certificates representing fund shares being sold
must be returned with your redemption request. Your order will be processed
promptly and you will generally receive the proceeds within a week.
BEFORE SELLING RECENTLY PURCHASED SHARES, please note that:
* if the fund has not yet collected payment for the shares you are selling,
it may delay sending the proceeds for up to eight business days or until
it has collected payment
* if you are selling shares you have owned for less than six months, the
fund may deduct a 1% redemption fee (not charged on shares acquired
through dividend reinvestment)
--------------------------------------------------------
Limitations on selling shares by phone
Proceeds
sent by Minimum Maximum
--------------------------------------------------------
CHECK NO MINIMUM $250,000 PER DAY
WIRE $1,000 $500,000 FOR JOINT
ACCOUNTS
EVERY 30 DAYS
Written sell orders
Some circumstances require written sell orders along with signature guarantees.
These include:
* amounts of $10,000 or more on accounts whose address has been changed
within the last 30 days
* requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more must also be signature guaranteed.
A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.
Your Investment
<PAGE 25>
ACCOUNT POLICIES (CONTINUED)
General policies
UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.
EACH FUND RESERVES THE RIGHT TO:
* refuse any purchase or exchange request that could adversely affect the
fund or its operations, including those from any individual or group who,
in the fund' s view, is likely to engage in excessive trading (usually
defined as more than four exchanges out of the fund within a calendar
year)
* refuse any purchase or exchange request in excess of 1% of the fund's
total assets
* change or discontinue its exchange privilege, or temporarily suspend this
privilege during unusual market conditions
* change its minimum investment amounts
* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions)
Each fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).
Small account policies
To offset the relatively higher costs of servicing smaller accounts, each fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.
The fee will be waived for: any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; and accounts opened through a financial
institution.
If your account falls below $500, your fund may ask you to increase your
balance. If it is still below $500 after 45 days, the fund may close your
account and send you the proceeds.
<PAGE 26>
DISTRIBUTIONS AND TAXES
EACH FUND USUALLY PAYS ITS SHAREHOLDERS DIVIDENDS from its net investment
income, and distributes any net capital gains it has realized once a year. Your
distributions will be reinvested in your fund unless you instruct the fund
otherwise. There are no fees or sales charges on reinvestments.
FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of any
distribution is the same regardless of how long you have been in the fund and
whether you reinvest your distributions or take them in cash. In general,
distributions are federally taxable as follows:
--------------------------------------------------------
Taxability of distributions
Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
--------------------------------------------------------
INCOME ORDINARY ORDINARY
DIVIDENDS INCOME RATE INCOME RATE
SHORT-TERM ORDINARY ORDINARY
CAPITAL GAINS INCOME RATE INCOME RATE
LONG-TERM
CAPITAL GAINS 10% 20%
The tax status of your dividends and distributions will be detailed in your
annual tax statement from the fund.
Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.
Taxes on transactions
Except for tax-advantaged accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.
The table at right also can provide a guide for your potential tax liability
when selling or exchanging fund shares. "Short-term capital gains" applies to
fund shares sold or exchanged up to 12 months after buying them. "Long-term
capital gains" applies to shares sold or exchanged after 12 months.
Your Investment
<PAGE 27>
SERVICES FOR FUND INVESTORS
Automatic services
BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application or by
calling 1-800-645-6561.
--------------------------------------------------------
For investing
DREYFUS AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.
DREYFUS PAYROLL For making automatic investments
SAVINGS PLAN through a payroll deduction.
DREYFUS GOVERNMENT For making automatic investments
DIRECT DEPOSIT from your federal employment,
PRIVILEGE Social Security or other regular
federal government check.
DREYFUS DIVIDEND For automatically reinvesting the
SWEEP dividends and distributions from
one Dreyfus fund into another
(not available for IRAs).
--------------------------------------------------------
For exchanging shares
DREYFUS AUTO- For making regular exchanges
EXCHANGE PRIVILEGE from one Dreyfus fund into
another.
--------------------------------------------------------
For selling shares
DREYFUS AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most Dreyfus funds.
Dreyfus Financial Centers
Through a nationwide network of Dreyfus Financial Centers, Dreyfus offers a full
array of investment services and products. This includes information on mutual
funds, brokerage services, tax-advantaged products and retirement planning.
Experienced financial consultants can help you make informed choices and provide
you with personalized attention in handling account transactions. The Financial
Centers also offer informative seminars and events. To find the Financial Center
nearest you, call 1-800-499-3327.
<PAGE 28>
Exchange privilege
YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one Dreyfus fund into another. You can request your exchange in writing or
by phone. Be sure to read the current prospectus for any fund into which you are
exchanging before investing. Any new account established through an exchange
will have the same privileges as your original account (as long as they are
available). There is currently no fee for exchanges, although you may be charged
a sales load when exchanging into any fund that has one.
24-hour automated account access
YOU CAN EASILY MANAGE YOUR DREYFUS ACCOUNTS, check your account balances,
transfer money between your Dreyfus funds, get price and yield information and
much more -- when it's convenient for you -- by calling 1-800-645-6561.
Retirement plans
Dreyfus offers a variety of retirement plans, including traditional, Roth and
Education IRAs. Here's where you call for information:
* for traditional, rollover, Roth and Education IRAs, call 1-800-645-656
* for SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts, call
1-800-358-0910
Your Investment
<PAGE 29>
INSTRUCTIONS FOR REGULAR ACCOUNTS
TO OPEN AN ACCOUNT
In Writing
Complete the application.
Mail your application and a check to:
The Dreyfus Family of Funds
P.O. Box 9387, Providence, RI 02940-9387
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to: The Dreyfus Family of Funds P.O. Box 105,
Newark, NJ 07101-0105
By Telephone
WIRE Have your bank send your
investment to The Bank of New York, with these instructions:
* ABA# 021000018
* Dreyfus S&P 500 Index Fund
DDA# 8900119527
* Dreyfus MidCap Index Fund
DDA# 8900052732
* Dreyfus Small Cap Stock Index Fund
DDA# 8900336625
* Dreyfus International Stock Index Fund
DDA# 8900336633
* your Social Security or tax ID number
* name(s) of investor(s)
Call us to obtain an account number. Return your application.
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* Dreyfus S&P 500 Index Fund DDA# 8900119527
* Dreyfus MidCap Index Fund DDA# 8900052732
* Dreyfus Small Cap Stock Index Fund DDA# 8900336625
* Dreyfus International Stock Index Fund DDA# 8900336633
* your account number
* name(s) of investor(s)
ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.
Automatically
WITH AN INITIAL INVESTMENT Indicate
on your application which automatic service(s) you want. Return your application
with your investment.
ALL SERVICES Call us to request a form to add any automatic investing service
(see "Services for Fund Investors"). Complete and return the forms along with
any other required materials.
Via the Internet
COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
<PAGE 30>
TO SELL SHARES
Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see "Account
Policies -- Selling Shares").
Mail your request to: The Dreyfus Family of Funds P.O. Box 9671, Providence, RI
02940-9671
WIRE Be sure the fund has your bank account information on file. Call us to
request your transaction. Proceeds will be wired to your bank.
To reach Dreyfus, call toll free in the U.S.
1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
THE DREYFUS FAMILY OF FUNDS
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
Your Investment
<PAGE 31>
INSTRUCTIONS FOR IRAS
TO OPEN AN ACCOUNT
In Writing
Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.
Mail your application and a check to:
The Dreyfus Trust Company, Custodian P.O. Box 6427, Providence, RI 02940-6427
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.
Mail in the slip and the check (see "To Open an Account" at left).
By Telephone
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* Dreyfus S&P 500 Index Fund DDA# 8900119527
* Dreyfus MidCap Index Fund DDA# 8900052732
* Dreyfus Small Cap Stock Index Fund DDA# 8900336625
* Dreyfus International Stock Index Fund DDA# 8900336633
* your account number
* name of investor
* the contribution year
ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.
Automatically
ALL SERVICES Call us to request a form to add an automatic investing service
(see "Services for Fund Investors"). Complete and return the form along with any
other required materials.
All contributions will count as current year.
Via the Internet
COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
<PAGE 32>
TO SELL SHARES
Write a letter of instruction that includes:
* your name and signature
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld
Obtain a signature guarantee or other documentation, if required.
Mail in your request (see "To Open an Account" at left).
To reach Dreyfus, call toll free in the U.S.
1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
THE DREYFUS TRUST COMPANY, CUSTODIAN
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
Your Investment
<PAGE 33>
For More Information
Dreyfus S&P 500 Index Fund Dreyfus Small Cap Stock Index
Fund Dreyfus International Stock Index Fund
-----------------------------
SEC file number: 811-5883
Dreyfus MidCap Index Fund
-----------------------------
SEC file number: 811-6325
More information on these funds is available free upon
request, including the following:
Annual/Semiannual Report
Describes a fund's performance, lists portfolio holdings
and contains a letter from the fund's manager discussing
recent market conditions, economic trends and fund
strategies that significantly affected the fund' s
performance during the last fiscal year.
Statement of Additional Information (SAI)
Provides more details about a fund and its policies. A
current SAI is on file with the Securities and Exchange
Commission (SEC) and is incorporated by reference (is
legally considered part of this prospectus).
To obtain information:
BY TELEPHONE Call 1-800-645-6561
BY MAIL Write to: The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
BY E-MAIL Send your request to [email protected]
ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from:
SEC
http://www.sec.gov
DREYFUS
http://www.dreyfus.com
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.
(c) 2000 Dreyfus Service Corporation INDXP0300
<PAGE>
- --------------------------------------------------------------------------------
DREYFUS INDEX FUNDS
DREYFUS S&P 500 INDEX FUND
DREYFUS MIDCAP INDEX FUND
DREYFUS SMALL CAP STOCK INDEX FUND
DREYFUS INTERNATIONAL STOCK INDEX FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2000
- --------------------------------------------------------------------------------
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current combined
Prospectus of the funds named above (each, a "Fund" and, collectively, the
"Funds"), dated March 1, 2000, as it may be revised from time to time. Dreyfus
S&P 500 Index Fund, Dreyfus Small Cap Stock Index Fund and Dreyfus International
Stock Index Fund are series of Dreyfus Index Funds, Inc. (the "Company"), an
open-end management investment company, and Dreyfus MidCap Index Fund is a
separate open-end, management investment company. To obtain a copy of the Funds'
Prospectus, please write to the Funds at 144 Glenn Curtiss Boulevard, Uniondale,
New York 11556-0144, or call one of the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. -- Call 516-794-5452
The most recent Annual Report and Semi-Annual Report to Shareholders of
each Fund are separate documents supplied with this Statement of Additional
Information, and the financial statements, accompanying notes and report of
independent auditors appearing in the Annual Report are incorporated by
reference into this Statement of Additional Information. When requesting a copy
of this Statement of Additional Information, you will receive the report(s) for
the Fund(s) in which you are a shareholder.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO WITH OPERATIONS AND RESULTS
THAT ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED STATEMENT OF
ADDITIONAL INFORMATION HAS BEEN PROVIDED FOR YOUR CONVENIENCE TO PROVIDE YOU
WITH THE OPPORTUNITY TO CONSIDER FOUR INVESTMENT CHOICES IN ONE DOCUMENT.
TABLE OF CONTENTS
Page
Description of the Funds...................................................B-3
Management of the Funds....................................................B-13
Management Arrangements....................................................B-18
How to Buy Shares..........................................................B-21
Shareholder Services Plan..................................................B-23
How to Redeem Shares.......................................................B-24
Shareholder Services.......................................................B-26
Determination of Net Asset Value...........................................B-28
Dividends, Distributions and Taxes.........................................B-28
Portfolio Transactions.....................................................B-31
Performance Information....................................................B-32
Information About the Funds................................................B-33
Counsel and Independent Auditors...........................................B-34
Appendix...................................................................B-35
<PAGE>
DESCRIPTION OF THE FUNDS
The Company, comprised of Dreyfus S&P 500 Index Fund, Dreyfus Small Cap
Stock Index Fund and Dreyfus International Stock Index Fund, is a Maryland
corporation formed on October 6, 1989. Dreyfus MidCap Index Fund is a Maryland
corporation formed on June 6, 1991. Each Fund is an open-end management
investment company, known as a mutual fund.
The Dreyfus Corporation (the "Manager") serves as each Fund's investment
adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the distributor
of each Fund's shares.
Certain Portfolio Securities
The following information supplements and should be read in conjunction
with the Funds' Prospectus. When a Fund has cash reserves, the Fund may invest
in the securities described below.
U.S. Government Securities. (All Funds) Securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities include U.S. Treasury
securities that differ in their interest rates, maturities and times of
issuance. Some obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the Treasury; others
by discretionary authority of the U.S. Government to purchase certain
obligations from the agency or instrumentality; and others only by the credit of
the agency or instrumentality. These securities bear fixed, floating or variable
rates of interest. While the U.S. Government provides financial support for such
U.S. Government-sponsored agencies and instrumentalities, no assurance can be
given that it will always do so since it is not so obligated by law.
Repurchase Agreements. (All Funds) In a repurchase agreement, a Fund buys,
and the seller agrees to repurchase, a security at a mutually agreed upon time
and price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the seller's
obligation to repurchase is secured by the value of the underlying security. The
Funds' custodian or sub-custodian will have custody of, and will hold in a
segregated account, securities acquired by a Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and Exchange
Commission to be loans by the Fund that enters into them. Repurchase agreements
could involve risks in the event of a default or insolvency of the other party
to the agreement, including possible delays or restrictions upon the Fund's
ability to dispose of the underlying securities. In an attempt to reduce the
risk of incurring a loss on a repurchase agreement, each Fund will enter into
repurchase agreements only with domestic banks with total assets in excess of $1
billion, or primary government securities dealers reporting to the Federal
Reserve Bank of New York, with respect to securities of the type in which the
Fund may invest, and will require that additional securities be deposited with
it if the value of the securities purchased should decrease below resale price.
Bank Obligations. (All Funds) A Fund may purchase certificates of deposit,
time deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, the Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation of a
bank to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and the drawer to pay the face amount of the
instruments upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
Commercial Paper. (All Funds) Commercial paper consists of short-term,
unsecured promissory notes issued to finance short-term credit needs. The
commercial paper purchased by a Fund will consist only of direct obligations
which, at the time of their purchase, are (a) rated at least Prime-1 by Moody's
Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's Ratings Group
("S&P"), (b) issued by companies having an outstanding unsecured debt issue
currently rated at least Aa by Moody's or at least AA- by S&P, or (c) if
unrated, determined by the Manager to be of comparable quality to those rated
obligations which may be purchased by the Fund.
Investment Techniques
The following information supplements and should be read in conjunction
with the Funds' Prospectus.
General. Each Fund is managed by determining which stocks are to be
purchased or sold to match, to the extent feasible, the investment
characteristics of its respective benchmark Index. Each Fund will attempt to
achieve a correlation between the performance of its portfolio and that of the
Fund's Index, in both rising and falling markets, of at least 0.95, without
taking into account expenses. A correlation of 1.00 would indicate perfect
correlation, which would be achieved when the Fund's net asset value, including
the value of its dividends and capital gain distributions, increases or
decreases in exact proportion to changes in its Index. Each Fund's ability to
correlate its performance with that of its Index, however, may be affected by,
among other things, changes in securities markets, the manner in which the total
return of the Fund's benchmark Index is calculated, the size of the Fund's
portfolio, the amount of cash or cash equivalents held in the Fund's portfolio,
and the timing, frequency and size of shareholder purchases and redemptions.
Each Fund will use cash flows from shareholder purchase and redemption activity
to maintain, to the extent feasible, the similarity of its portfolio to the
securities comprising the Fund's benchmark Index. Inclusion of a security in an
Index in no way implies an opinion by the sponsor of the Index as to its
attractiveness as an investment. In the future, subject to the approval of the
relevant Fund's shareholders, a Fund may select a different index if such a
standard of comparison is deemed to be more representative of the performance of
the securities such Fund seeks to match. None of the Funds is sponsored,
endorsed, sold or promoted by the sponsor of its respective Index.
Dreyfus Small Cap Stock Index Fund may not, and Dreyfus International Stock
Index Fund will not, hold all of the issues that comprise their respective Index
because of the costs involved and the illiquidity of certain of the securities
which comprise such Index. Instead, each of these Funds will attempt to hold a
representative sample of the securities in its respective Index so that, in the
aggregate, the investment characteristics of the Fund's portfolio resemble those
of its Index. The stocks to be included in each of these Funds' portfolio will
be selected using a statistical process known as "sampling." This process will
be used to select stocks so that the market capitalizations, industry
weightings, dividend yield, beta and, with respect to Dreyfus International
Stock Index Fund only, country weightings closely approximate those of the
relevant Index. The sampling techniques utilized by Dreyfus Small Cap Stock
Index Fund and Dreyfus International Stock Index Fund are expected to be an
effective means of substantially duplicating the investment performance of the
respective Index; however, neither of these Funds is expected to track its
benchmark Index with the same degree of accuracy that complete replication of
such Index would have provided. Over time, the portfolio composition of these
Funds will be altered (or "rebalanced") to reflect changes in the composition of
the respective Index.
Borrowing Money. (All Funds) Each of Dreyfus Small Cap Stock Index Fund and
Dreyfus International Stock Index Fund is permitted to borrow to the extent
permitted under the Investment Company Act of 1940, as amended (the "1940 Act"),
which permits an investment company to borrow an amount up to 33-1/3% of the
value of its total assets. Each of Dreyfus Small Cap Stock Index Fund and
Dreyfus International Stock Index Fund currently intends to, and each of Dreyfus
S&P 500 Index Fund and Dreyfus MidCap Index Fund may, borrow money only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of the
value of its total assets (including the amount borrowed) valued at the lesser
of cost or market, less liabilities (not including the amount borrowed) at the
time the borrowing is made. While such borrowings exceed 5% of a Fund's total
assets, the Fund will not make any additional investments.
Lending Portfolio Securities. (All Funds) Each Fund may lend securities
from its portfolio to brokers, dealers and other financial institutions needing
to borrow securities to complete certain transactions. In connection with such
loans, the Fund continues to be entitled to payments in amounts equal to the
dividends, interest or other distributions payable on the loaned securities
which affords the Fund an opportunity to earn interest on the amount of the loan
and at the same time to earn income on the loaned securities' collateral. Loans
of portfolio securities may not exceed 33-1/3% (30% with respect to Dreyfus S&P
500 Index Fund and Dreyfus MidCap Index Fund) of the value of the Fund's total
assets, and the Fund will receive collateral consisting of cash, U.S. Government
securities or irrevocable letters of credit which will be maintained at all
times in an amount equal to at least 100% of the current market value of the
loaned securities. Such loans are terminable by the Fund at any time upon
specified notice. The Fund might experience risk of loss if the institution with
which it has engaged in a portfolio loan transaction breaches its agreement with
the Fund. In connection with its securities lending transactions, a Fund may
return to the borrower or a third party which is unaffiliated with the Fund, and
which is acting as a "placing broker," a part of the interest earned from the
investment of collateral received for securities loaned.
Derivatives. (All Funds) Each Fund may invest in, or enter into,
derivatives, such as stock index futures and, with respect to Dreyfus
International Stock Index Fund, foreign currency forward contracts and foreign
futures, in anticipation of taking a market position when, in the opinion of the
Manager, available cash balances do not permit an economically efficient trade
in the cash market, to hedge dividend accruals or to meet liquidity needs.
Derivatives can be volatile and involve various types and degrees of risk,
depending upon the characteristics of the particular derivative and the
portfolio as a whole. Derivatives permit a Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities. However, derivatives may entail investment
exposures that are greater than their cost would suggest, meaning that a small
investment in derivatives could have a large potential impact on the Fund's
performance.
If a Fund invests in derivatives at inopportune times or judges market
conditions incorrectly, such investments may lower the Fund's return or result
in a loss. The Fund also could experience losses if its derivatives were poorly
correlated with its other investments, or if the Fund were unable to liquidate
its position because of an illiquid secondary market. The market for many
derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid and unpredictable changes in the prices for
derivatives.
Although none of the Funds will be a commodity pool, certain derivatives
subject the Funds to the rules of the Commodity Futures Trading Commission which
limit the extent to which a Fund can invest in such derivatives. Each Fund may
invest in futures contracts for bona fide hedging purposes without limit.
However, no Fund may invest in such contracts for other purposes if the sum of
the amount of initial margin deposits and premiums paid for unexpired options
with respect to such contracts, other than for bona fide hedging purposes,
exceeds 5% of the liquidation value of the Fund's assets, after taking into
account unrealized profits and unrealized losses on such contracts and options.
Each Fund may purchase and sell stock index futures contracts. A stock
index future obligates the Fund to pay or receive an amount of cash equal to a
fixed dollar amount specified in the futures contract multiplied by the
difference between the settlement price of the contract on the contract's last
trading day and the value of the index based on the stock prices of the
securities that comprise it at the opening of trading in such securities on the
next business day.
Dreyfus International Stock Index Fund may purchase and sell foreign
futures and foreign currency forwards. A foreign currency forward contract
obligates the Fund to purchase or sell an amount of a specific currency at a
future date at a specific price.
Pursuant to regulations and/or published positions of the Securities and
Exchange Commission, a Fund may be required to segregate permissible liquid
assets in connection with its commodities transactions in an amount generally
equal to the value of the underlying commodity. The segregation of such assets
will have the effect of limiting a Fund's ability otherwise to invest those
assets.
Foreign Currency Transactions. (Dreyfus International Stock Index Fund
only) Dreyfus International Stock Index Fund may enter into foreign currency
transactions to maintain the approximate currency exposure to the Morgan Stanley
Capital International, Europe, Australasia, Far East (Free) Index(R) ("EAFE
Index").
Foreign currency transactions may involve, for example, the Fund's purchase
of short positions in foreign currencies. A short position would involve the
Fund agreeing to exchange an amount of a currency it did not currently own for
another currency at a future date in anticipation of a decline in the value of
the currency sold relative to the currency the Fund contracted to receive. The
Fund's success in these transactions will depend principally on the Manager's
ability to predict accurately the future exchange rates between foreign
currencies and the U.S. dollar.
Currency exchange rates may fluctuate significantly over short periods of
time. They generally are determined by the forces of supply and demand in the
foreign exchange markets and the relative merits of investments in different
countries, actual or perceived changes in interest rates and other complex
factors, as seen from an international perspective. Currency exchange rates also
can be affected unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency controls or political
developments in the United States or abroad.
Investment Considerations and Risks
Smaller Company Securities. (Dreyfus MidCap Index Fund and Dreyfus Small
Cap Stock Index Fund only) Each of these Funds may purchase the securities of
smaller capitalization companies, the prices of which may be subject to more
abrupt or erratic market movements than larger, more established companies,
because these securities typically are traded in lower volume and the issuers
typically are more subject to changes in earnings and prospects.
Foreign Securities. (Dreyfus International Stock Index Fund and, to a
limited extent, Dreyfus S&P 500 Index Fund and Dreyfus MidCap Index Fund)
Foreign securities markets generally are not as developed or efficient as those
in the United States. Securities of some foreign issuers are less liquid and
more volatile than securities of comparable U.S. issuers. Similarly, volume and
liquidity in most foreign securities markets are less than in the United States
and, at times, volatility of price can be greater than in the United States.
Because evidence of ownership of such foreign securities usually are held
outside the United States, a Fund investing in such securities will be subject
to additional risks which include possible adverse political and economic
developments, seizure or nationalization of foreign deposits and adoption of
governmental restrictions which might adversely affect or restrict the payment
of principal and interest on the foreign securities to investors located outside
the country of the issuer, whether from currency blockage or otherwise.
Moreover, foreign securities held by a Fund may trade on days when the Fund does
not calculate its net asset value and thus affect the Fund's net asset value on
days when investors have no access to the Fund.
Developing countries have economic structures that are generally less
diverse and mature, and political systems that are less stable, than those of
developed countries. The markets of developing countries may be more volatile
than the markets of more mature economies; however, such markets may provide
higher rates of return to investors. Many developing countries providing
investment opportunities for the Funds have experienced substantial, and in some
periods extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have adverse
effects on the economies and securities markets of certain of these countries.
Dreyfus International Stock Index Fund seeks to match the investment
results of the EAFE Index, a large percentage of which is comprised of Japanese
securities. Therefore stocks of Japanese companies will represent a
correspondingly large component of Dreyfus International Stock Index Fund's
investment assets. Such a large investment in the Japanese stock market may
entail a higher degree of risk than with more diversified international
portfolios, especially considering that by fundamental measures of corporate
valuation, such as its high price-earnings ratios and low dividend yields, the
Japanese market as a whole may appear expensive relative to other world stock
markets.
Simultaneous Investments. (All Funds) Investment decisions for each Fund
are made independently from those of other investment companies advised by the
Manager. If, however, such other investment companies desire to invest in, or
dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment company.
In some cases, this procedure may adversely affect the size of the position
obtained for or disposed of by the Fund or the price paid or received by the
Fund.
Investment Restrictions
Each Fund's investment objective is a fundamental policy, which cannot be
changed without approval by the holders of a majority (as defined in the 1940
Act) of such Fund's outstanding voting shares. In addition, each Fund has
adopted certain investment restrictions as fundamental policies and certain
other investment restrictions as non-fundamental policies, as described below.
Dreyfus S&P 500 Index Fund only. The Fund has adopted investment
restrictions numbered 1 through 10 as fundamental policies, which cannot be
changed without approval by the holders of a majority (as defined in the 1940
Act) of the Fund's outstanding voting shares. Investment restrictions numbered
11 through 14 are not fundamental policies and may be changed by vote of a
majority of the Company's Board members at any time. Dreyfus S&P 500 Index Fund
may not:
1. 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.
2. Invest in commodities, except that the Fund may invest in futures
contracts as described in the Prospectus and Statement of Additional
Information.
3. 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.
4. Borrow money, except from banks (which, if permitted by applicable
regulatory authority, may be from Mellon Bank, N.A. or Boston Safe Deposit and
Trust Company, affiliates of the Manager) 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.
5. 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.
6. Lend any funds or other assets except through the purchase of debt
securities, bankers' acceptances and commercial paper of corporations and other
entities. However, the Fund may lend its portfolio securities in an amount not
to exceed 30% of the value of its total assets. Any loans of portfolio
securities will be made according to guidelines established by the Securities
and Exchange Commission and the Company's Board members.
7. Act as an underwriter of securities of other issuers or purchase
securities subject to restrictions on disposition under the Securities Act of
1933 (so-called "restricted securities"). The Fund may not enter into repurchase
agreements providing for settlement in more than seven days after notice or
purchase securities which are not readily marketable, if, in the aggregate, more
than 10% of the value of the Fund's net assets would be so invested.
8. Invest in the securities of a company for the purpose of exercising
management or control, but the Fund will vote the securities it owns in its
portfolio as a shareholder in accordance with its views.
9. Purchase, sell or write puts, calls or combinations thereof.
10. Invest more than 25% of its assets in investments in any particular
industry or industries (including banking), except to the extent the 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.
11. Engage in arbitrage transactions.
12. Purchase warrants (excluding those acquired by the Fund in units or
attached to securities).
13 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).
14. 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.
* * *
Dreyfus MidCap Index Fund only. The Fund has adopted investment
restrictions numbered 1 through 11 as fundamental policies, which cannot be
changed without approval by the holders of a majority (as defined in the 1940
Act) of the Fund's outstanding voting shares. Investment restrictions numbered
12 through 14 are not fundamental policies and may be changed by vote of a
majority of the Fund's Board members at any time. Dreyfus MidCap Index 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, real estate investment trust
securities, real estate limited partnership interests, or oil, gas or other
mineral leases or exploration or development programs, 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 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
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 Board members.
8. Act as an underwriter of securities of other issuers. The Fund may not
enter into repurchase agreements providing for settlement in more than seven
days after notice or purchase illiquid securities, 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 MidCap 400 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.
12. Engage in arbitrage transactions.
13. Purchase warrants (excluding those acquired by the Fund in units or
attached to securities).
14. 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).
* * *
Dreyfus Small Cap Stock Index Fund and Dreyfus International Stock Index
Fund. Each of these Funds has adopted investment restrictions numbered 1 through
8 below as fundamental policies, which cannot be changed, as to a Fund, without
approval by the holders of a majority (as defined in the 1940 Act) of the Fund's
outstanding voting shares. Investment restrictions numbered 9 through 11 are not
fundamental policies and may be changed by vote of a majority of the Company's
Board members at any time. Neither of these Funds may:
1. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.
2. Purchase, hold or deal in real estate, or oil, gas or other mineral
leases or exploration or development programs, 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.
3. Borrow money, except to the extent permitted under the 1940 Act (which
currently limits borrowing to no more than 33-1/3% of the value of the Fund's
total assets). For purposes of this investment restriction, the Fund's entry
into options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes shall not constitute
borrowing.
4. Make loans to others, except through the purchase of debt obligations
and the entry into repurchase agreements. However, the Fund may lend its
portfolio securities in an amount not to exceed 33-1/3% 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
Company's Board.
5. Act as an underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of 1933,
as amended, by virtue of disposing of portfolio securities.
6. Invest more than 25% of its assets in the securities of issuers in any
single industry (except to the extent the Fund's benchmark Index as described in
the Prospectus also is so concentrated), provided that there shall be no
limitation on the purchase of obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
7. Issue any senior security (as such term is defined in Section 18(f) of
the 1940 Act), except to the extent the activities permitted in Investment
Restriction Nos. 1, 3 and 9 may be deemed to give rise to a senior security.
8. Purchase securities on margin, but the Fund may make margin deposits in
connection with transactions in options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.
9. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with respect
to options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.
10. Enter into repurchase agreements providing for settlement in more than
seven days after notice or purchase securities which are illiquid, if, in the
aggregate, more than 15% of the value of the Fund's net assets would be so
invested.
11. Purchase securities of other investment companies, except to the
extent permitted under the 1940 Act.
* * *
If a percentage restriction is adhered to at the time of investment,
a later change in percentage resulting from a change in values or assets will
not constitute a violation of such restriction.
MANAGEMENT OF THE FUNDS
Each Fund's Board is responsible for the management and supervision of the
Fund. The Board approves all significant agreements between the Fund and those
companies that furnish services to the Fund. These companies are as follows:
The Dreyfus Corporation.....................Investment Adviser
Premier Mutual Fund Services, Inc...........Distributor
Dreyfus Transfer, Inc.......................Transfer Agent
Boston Safe Deposit and Trust Company.......Custodian
Board members and officers, together with information as to their
principal business occupations during at least the last five years, are shown
below.
Board Members of the Funds
JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of the
Board of various funds in the Dreyfus Family of Funds. He also is a
director of The Muscular Dystrophy Association, HealthPlan Services
Corporation, a provider of marketing, administrative and risk management
services to health and other benefit programs, Carlyle Industries, Inc.
(formerly, Belding Heminway Company, Inc.), a button packager and
distributor, Century Business Services, Inc. (formerly, International
Alliance Services, Inc.), a provider of various outsourcing functions for
small and medium sized companies and QuikCAT.com, Inc., a private company
engaged in the development of high speed movement, routing, storage and
encryption of data across cable, wireless and all other modes of data
transport. For more than five years prior to January 1995, he was
President, a director and, until August 1994, Chief Operating Officer of
the Manager and Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager and until August 24,
1994, the Fund's distributor. From August 1994 until December 31, 1994, he
was a director of Mellon Financial Corporation. He is 56 years old and his
address is 200 Park Avenue, New York, New York 10166.
DAVID P. FELDMAN, Board Member. Director of several mutual funds in the 59 Wall
Street Mutual Funds Group, and of the Jeffrey Company, a private
investment company. He was employed by AT&T from July 1961 to his
retirement in April 1997, most recently serving as Chairman and Chief
Executive Officer of AT&T Investment Management Corporation. He is 60
years old and his address is 466 Lexington Avenue, New York, New York
10017.
JOHN M. FRASER, JR., Board Member. Retired President of Fraser Associates, a
service company. From September 1975 to June 1978, he was Executive Vice
President of Flagship Cruises, Ltd. Prior thereto, he was Senior Vice
President and Resident Director of the Swedish-American Line for the United
States and Canada. He is 78 years old and his address is 133 East 64th
Street, New York, New York 10021.
EHUD HOUMINER, Board Member. Since July 1991, Professor and
Executive-in-Residence at the Columbia Business School, Columbia
University. Since January 1996, principal of Lear, Yavitz and Associates, a
management consulting firm. He also is a Director of Avnet Inc. He is 59
years old and his address is c/o Columbia Business School, Columbia
University, Uris Hall, Room 526, New York, New York 10027.
GLORIA MESSINGER, Board Member. From 1981 to 1993, Managing Director and Chief
Executive Officer of ASCAP (American Society of Composers, Authors and
Publishers). She is a member of the Board of Directors of the Yale Law
School Fund and Theater for a New Audience, Inc., and was secretary of the
ASCAP Foundation and served as a Trustee of the Copyright Society of the
United States. She is also a member of numerous professional and civic
organizations. She is 70 years old and her address is 747 Third Avenue,
11th Floor, New York, New York 10017.
JOHN SZARKOWSKI, Board Member. Director Emeritus of Photography at The Museum of
Modern Art. Consultant in Photography. He is 74 years old and his address
is Bristol Road, Box 221, East Chatham, New York 12060.
ANNE WEXLER, Board Member. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She is also a
director of Wilshire Mutual Funds, Comcast Corporation, The New England
Electric System, and a member of the Council of Foreign Relations and the
National Park Foundation. She is 69 years old and her address is c/o The
Wexler Group, 1317 F Street, N.W., Suite 600, Washington, D.C. 20004.
Each of the Company and Dreyfus MidCap Index Fund has a standing nominating
committee comprised of its Board members who are not "interested persons" of the
Funds, as defined in the 1940 Act. The function of the nominating committee is
to select and nominate all candidates who are not "interested persons" of the
Fund's selection to the Board.
Each of the Company and Dreyfus MidCap Index Fund typically pays its Board
members an annual retainer and a per meeting fee and reimburses them for their
expenses. The Chairman of the Board receives an additional 25% of such
compensation. Emeritus Board members, if any, are entitled to receive an annual
retainer and a per meeting fee of one-half the amount paid to them as Board
members. The aggregate amount of compensation paid to each Board member by the
Company and Dreyfus MidCap Index Fund for the fiscal year ended October 31,
1999, and by all funds in the Dreyfus Family of Funds for which such person is a
Board member (the number of which is set forth in parenthesis next to each Board
member's total compensation)* during the year ended December 31, 1999, were as
follows:
Total Compensation
Aggregate From the Funds and
Name of Board Compensation From the Fund Complex
Member Funds** Paid to Board Member
Dreyfus MidCap
Company Index Fund
Joseph S. DiMartino $5,625 $5,625 $642,177 (189)
David P. Feldman $4,500 $4,500 $118,875 (56)
John M. Fraser, Jr. $4,500 $4,500 $ 78,000 (41)
Ehud Houminer $4,500 $4,500 $ 61,000 (20)
Gloria Messinger $4,500 $4,500 $ 23,500 (13)
Jack R. Meyer*** $3,500 $3,500 $ 5,625 (13)
John Szarkowski $4,000 $4,000 $ 23,500 (13)
Anne Wexler $4,500 $4,500 $ 59,125 (28)
- ----------------------------
* Represents the number of separate portfolios comprising the investment
companies in the Fund complex, including the Funds, for which the Board
member serves.
** Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $864 and $5,219 for all Board members as a group for the
Company and Dreyfus MidCap Index Fund, respectively.
*** Resigned as a Board member effective March 31, 1999.
Officers of the Funds
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive Officer,
Chief Compliance Officer and a director of the Distributor and Funds
Distributor, Inc., the ultimate parent of which is Boston Institutional
Group, Inc., and an officer of other investment companies advised or
administered by the Manager. She has been employed by Funds Distributor,
Inc. for more than the past five years. She is 42 years old.
MARGARET W. CHAMBERS, Vice President and Secretary. Senior Vice President and
General Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From August
1996 to March 1998, she was Vice President and Assistant General Counsel
for Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she was
an associate with the law firm of Ropes & Gray. She is 40 years old.
*FREDERICK C. DEY, Vice President, Assistant Treasurer and Assistant Secretary.
Vice President, New Business Development of Funds Distributor, Inc. since
September 1994, and an officer of other investment companies advised or
administered by the Manager. He is 38 years old.
STEPHANIE D. PIERCE, Vice President, Assistant Secretary and Assistant
Treasurer. Vice President of the Distributor and Funds Distributor, Inc.,
and an officer of other investment companies advised or administered by the
Manager. From April 1997 to March 1998, she was employed as a Relationship
Manager with Citibank, N.A. From August 1995 to April 1997, she was an
Assistant Vice President with Hudson Valley Bank, and from September 1990
to August 1995, she was Second Vice President with Chase Manhattan Bank.
She is 31 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President of the
Distributor and Funds Distributor, Inc., and an officer of other investment
companies advised or administered by the Manager. She is 35 years old.
*GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice President
and Client Service Director of Funds Distributor, Inc., and an officer of
other investment companies advised or administered by the Manager. From
June 1995 to March 1998, he was Senior Vice President and Senior Key
Account Manager for Putnam Mutual Funds. From May 1994 to June 1995, he was
Director of Business Development for First Data Corporation. He is 45 years
old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other investment
companies advised or administered by the Manager. He is 38 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by the Manager. He is 30 years old.
*KAREN JACOPPO-WOOD, Vice President and Assistant Secretary. Vice President and
Senior Senior Counnsel of Funds Distributor, Inc. since February 1997, and
an officer of other investment companies advised or administered by the
Manager. From June 1994 to January 1996, she was Manager of SEC
Registration at Scudder, Stevens & Clark, Inc. She is 33 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice President
and Senior Associate General Counsel of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From April 1994 to July 1996, he was Assistant Counsel at Forum
Financial Group. He is 36 years old.
KATHLEEN K. MORRISEY, Vice President and Assistant Secretary. Manager of
Treasury Services Administration of Funds Distributor, Inc., and an officer
of other investment companies advised or administered by the Manager. From
July 1994 to November 1995, she was a Fund Accountant for Investors Bank &
Trust Company. She is 27 years old.
ELBA VASQUEZ, Vice President and Assistant Secretary. Assistant Vice President
of Funds Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From March 1990 to May 1996, she
was employed by U.S. Trust Company of New York where she held various sales
and marketing positions. She is 38 years old.
The address of each officer of the Company is 200 Park Avenue, New York,
New York 10166, except those officers indicated by an (*), whose address is 60
State Street, Boston, Massachusetts 02109.
Board members and officers, as a group, owned less than 1% of each Fund's
shares outstanding on January 31, 2000.
The following persons are known by the Company to own, of record or
beneficially, 5% or more of a Fund's outstanding voting securities as of January
31, 2000. A shareholder who beneficially owns, directly or indirectly, more than
25% of a Fund's voting securities may be deemed a "control person" (as defined
in the 1940 Act) of the Fund.
Dreyfus S&P 500 Index Fund
Nationwide Qualified Plans VAR A/C................................ 31.0447% c/o
IPO CO67 PO Box 182029 Columbus, OH 43218-2029
Charles Schwab & Co., Inc. - Reinvest Account..................... 22.1335%
Attention: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Dreyfus MidCap Index Fund
Charles Schwab & Co., Inc. - Reinvest Account...................... 34.9575%
Attention: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Charles Schwab & Co., Inc. - Cash Account.......................... 8.3628%
Attention: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Dreyfus Small Cap Stock Index Fund
MBCIC c/o Mellon Bank.............................................. 36.4849%
Attention Michael Botsford
919 N. Market Street
Wilmington, DE 19801-3023
Fidelity Investments Institutional................................. 27.8226%
Operations Co. (FIIOC) as Agent for
Certain Employee Benefit Plans
100 Magellan Way
Covington, KY 41015-1987
Charles Schwab & Co., Inc............................................ 6.3115%
Reinvest Account
101 Montgomery Street
San Francisco, CA 94104-4122
Dreyfus International Stock Index Fund
Charles Schwab & Co., Inc. - Reinvest Account........................ 38.9922%
Attention: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
MANAGEMENT ARRANGEMENTS
Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Financial Corporation
("Mellon"). Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international markets.
Mellon is among the twenty-five largest bank holding companies in the United
States based on total assets.
Management Agreement. The Manager provides management services pursuant to
the Management Agreement (the "Agreement") between the Funds and the Manager. As
to each Fund, the Agreement is subject to annual approval by (i) the Board or
(ii) vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of such Fund, provided that in either event the continuance also is
approved by a majority of the Board members who are not "interested persons" (as
defined in the 1940 Act) of the Fund or the Manager by vote cast in person at a
meeting called for the purpose of voting on such approval. As to each Fund, the
Agreement is terminable without penalty, on 60 days' notice, by the Board or by
vote of the holders of a majority of such Fund's shares, or, upon not less than
90 days' notice, by the Manager. The Agreement will terminate automatically, as
to the relevant Fund, in the event of its assignment (as defined in the 1940
Act).
The following persons are officers and/or directors of the Manager:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment Officer
and a director; Thomas F. Eggers, Vice Chairman-Institutional and a director;
Lawrence S. Kash, Vice Chairman; J. David Officer, Vice Chairman and a director;
Ronald P. O'Hanley III, Vice Chairman; William T. Sandalls, Jr., Executive Vice
President; Stephen R. Byers, Senior Vice President; Mark N. Jacobs, Vice
President, General Counsel and Secretary; Diane P. Durnin, Vice
President-Product Development; Patrice M. Kozlowski, Vice President-Corporate
Communications; Mary Beth Leibig, Vice President-Human Resources; Ray Van Cott,
Vice President-Information Systems; Theodore A. Schachar, Vice President-Tax;
Wendy Strutt, Vice President; Richard Terres, Vice President; William H.
Maresca, Controller; James Bitetto, Assistant Secretary; Steven F. Newman,
Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt, Steven G.
Elliott, Martin C. McGuinn, Richard W. Sabo and Richard F. Syron, directors.
The Manager manages each Fund's portfolio of investments in accordance with
the stated policies of such Fund, subject to the approval of the Board. The
Manager is responsible for investment decisions and provides each Fund with
portfolio managers who are authorized by its Board to execute purchases and
sales of securities. The primary portfolio manager for Dreyfus S&P 500 Index
Fund, Dreyfus MidCap Index Fund and Dreyfus Small Cap Stock Index Fund is Steven
A. Falci. He has held that position since November 13, 1995 with respect to
Dreyfus S&P 500 Index Fund and Dreyfus MidCap Index Fund, and since the
inception of Dreyfus Small Cap Stock Index Fund and has been employed by the
Manager since June 30, 1997 pursuant to a dual employee agreement between the
Manager and Mellon Equity Associates, an affiliate of the Manager. Mr. Falci has
been employed by Mellon Equity Associates since April 1994. For more than five
years prior thereto, he was a managing director for pension investments at
NYNEX. The primary portfolio manager for Dreyfus International Stock Index Fund
is Susan Ellison. She has held that position since the inception of the Fund and
has been employed by the Manager since August 1996 pursuant to a dual employee
agreement between the Manager and Mellon Capital Management Corporation, an
affiliate of the Manager. Ms. Ellison has been employed by Mellon Capital
Management Corporation since June 1988. The Manager also maintains a research
department with a professional staff of portfolio managers and securities
analysts who provide research services for each Fund and for other funds advised
by the Manager.
Mellon Bank, N.A., the Manager's parent, and its affiliates may have
deposit, loan and commercial banking or other relationships with the issuers of
securities purchased by a Fund. The Manager has informed the Company that in
making its investment decisions it does not obtain or use material inside
information that Mellon Bank, N.A. or its affiliates may possess with respect to
such issuers.
The Manager has a personal securities trading policy (the "Policy") which
restricts the personal securities transactions of its employees. Its primary
purpose is to ensure that personal trading by the Manager's employees does not
disadvantage any fund managed by the Manager. Under the Policy, the Manager's
employees must preclear personal transactions in securities not exempt under the
Policy. In addition, the Manager's employees must report their personal
securities transactions and holdings, which are reviewed for compliance with the
Policy. In that regard, the Manager's portfolio managers and other investment
personnel also are subject to the oversight of Mellon's Investment Ethics
Committee. Portfolio managers and other investment personnel of the Manager who
comply with the Policy's preclearance and disclosure procedures and the
requirements of the Committee may be permitted to purchase, sell or hold
securities which also may be or are held in fund(s) they manage or for which
they otherwise provide investment advice.
The Manager maintains office facilities on behalf of the Funds, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Funds. The Manager may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not including
the management fees paid by the Funds. The Distributor may use part or all of
such payments to pay Service Agents (as defined below) in respect of these
services. The Manager also may make such advertising and promotional
expenditures, using its own resources, as it from time to time deems
appropriate.
Expenses. All expenses incurred in the operation of the Funds are borne by
the Manager, except management fees, Shareholder Services Plan fees, taxes,
interest, brokerage fees and commissions, if any, fees and expenses of
non-interested Board members, fees and expenses of independent counsel to the
Fund and to the non-interested Board members, and any extraordinary expenses.
As compensation for the Manager's services, the Company has agreed to pay
the Manager a monthly fee at the annual rate of 0.25% of the value of each of
Dreyfus S&P 500 Index Fund's and Dreyfus Small Cap Stock Index Fund's average
daily net assets and 0.35% of the value of Dreyfus International Stock Index
Fund's average daily net assets, and Dreyfus MidCap Index Fund has agreed to pay
Dreyfus a monthly fee at the annual rate of 0.25% of the value of its average
daily net assets. All fees and expenses are accrued daily and deducted before
declaration of dividends to shareholders. With respect to each Fund, the Manager
has agreed to reduce its management fee in an amount equal to the Fund's
allocable portion of the accrued fees and expenses of the non-interested Board
members and fees and expenses of independent counsel to the Funds and to the
non-interested Board members. For the fiscal years ended October 31, 1998 and
1999, the management fees paid by Dreyfus S&P 500 Index Fund, Dreyfus MidCap
Index Fund, Dreyfus Small Cap Stock Index Fund and Dreyfus International Stock
Index Fund amounted to $4,255,908, $683,079, $54,778 and $54,173; and
$5,990,081, $695,110, $77,774 and $110,665, respectively.
Prior to January 1, 1997, the Company had agreed to pay the Manager a
monthly management fee at the annual rate of 0.295% of the value of Dreyfus S&P
500 Index Fund's average daily net assets, and the Manager had agreed to pay
Mellon Equity Associates, pursuant to an index management agreement terminated
as of June 30, 1997, a monthly index management fee at the annual rate of 0.095%
of the value of Dreyfus S&P 500 Index Fund's average daily net assets. Prior to
June 30, 1997, Dreyfus MidCap Index Fund had agreed to pay the Manager a monthly
management fee at the annual rate of 0.395% of the value of the Fund's average
daily net assets, and the Manager agreed to pay Mellon Equity Associates,
pursuant to an index management agreement terminated as of June 30, 1997, a
monthly index management fee at the annual rate of 0.095% of the value of
Dreyfus MidCap Index Fund's average daily net assets. For the fiscal year ended
October 31, 1997, the management fees paid to the Manager amounted to $1,985,430
(after the Manager waived receipt of $429,005) for Dreyfus S&P 500 Index Fund
and $494,374 (after the Manager waived receipt of $187,440) for Dreyfus MidCap
Index Fund. For the period November 1, 1996 through June 30, 1997 (date of
termination of each index management agreement), the index management fees paid
to Mellon Equity Associates by the Manager amounted to $313,295 for Dreyfus S&P
500 Index Fund and $117,950 for Dreyfus MidCap Index Fund. For the period June
30, 1997 (commencement of operations of Dreyfus Small Cap Stock Index Fund and
Dreyfus International Stock Index Fund) through October 31, 1997, the management
fees paid to the Manager amounted to $14,487 for Dreyfus Small Cap Stock Index
Fund and $11,776 for Dreyfus International Stock Index Fund.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of a Fund's net assets increases.
Distributor. The Distributor, located at 60 State Street, Boston,
Massachusetts 02109, serves as each Fund's distributor on a best efforts basis
pursuant to an agreement with the Company which is renewable annually.
The Distributor may pay dealers a fee based on 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
employees eligible for participation in such plans or programs, or (ii) such
plan's or program's aggregate investment in the Dreyfus Family of Funds or
certain other products made available by the Distributor to such plans or
programs exceeds $1,000,000 ("Eligible Benefit Plans"). Generally, the fee paid
to dealers will not exceed 1% of the amount invested through such dealers. The
Distributor, however, may pay dealers higher fees and 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.
Transfer and Dividend Disbursing Agent and Custodian. Dreyfus Transfer,
Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the Manager, P.O. Box
9671, Providence, Rhode Island 02940-9671, is each Fund's transfer and dividend
disbursing agent. Under a transfer agency agreement, the Transfer Agent arranges
for the maintenance of shareholder account records for each Fund, the handling
of certain communications between shareholders and the Fund and the payment of
dividends and distributions payable by the Fund. For these services, the
Transfer Agent receives a monthly fee computed on the basis of the number of
shareholder accounts it maintains for each Fund during the month, and is
reimbursed for certain out-of-pocket expenses. The Manager pays the Funds'
transfer agency fees.
Boston Safe Deposit and Trust Company (the "Custodian"), One Boston Place,
Boston, Massachusetts 02109, acts as custodian of each Fund's investments. Under
a custody agreement, the Custodian holds each Fund's securities and keeps all
necessary accounts and records. For its custody services, the Custodian receives
a monthly fee based on the market value of each Fund's domestic assets held in
custody and receives certain securities transactions charges. The Manager pays
the Funds' custody fees.
HOW TO BUY SHARES
General. Shares of each Fund are sold without a sales charge. You may be
charged a fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution (collectively, "Service Agents").
Stock certificates are issued only upon your written request. No certificates
are issued for fractional shares. Each 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 Service Agent which maintains an omnibus account in a Fund and has made an
aggregate minimum initial purchase for its customers of $2,500. Subsequent
investments must be at least $100. However, the minimum initial investment is
$750 for Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal
IRAs for a non-working spouse, Roth IRAs, IRAs set up under a Simplified
Employee Pension Plan ("SEP-IRAs"), and rollover IRAs) and 403(b)(7) Plans with
only one participant and $500 for Dreyfus-sponsored Education IRAs, with no
minimum for subsequent purchases. The initial investment must be accompanied by
the Account Application. For full-time or part-time employees of the Manager or
any of its affiliates or subsidiaries, directors of the Manager, Board members
of a fund advised by the Manager, including members of each 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 the Manager or any of its
affiliates or subsidiaries who elect to have a portion of their pay directly
deposited into their Fund accounts, the minimum initial investment is $50. Each
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. Each
Fund reserves the right to vary further the initial and subsequent investment
minimum requirements at any time.
Fund shares also are offered without regard to the minimum initial
investment requirements through Dreyfus-Automatic Asset Builder(R), Dreyfus
Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to
the Dreyfus Step Program described under "Shareholder Services." These services
enable you to make regularly scheduled investments and may provide you with a
convenient way to invest for long-term financial goals. You should be aware,
however, that periodic investment plans do not guarantee a profit and will not
protect an investor against loss in a declining market.
Management understands that some Service Agents may impose certain
conditions on their clients which are different from those described in the
Funds' Prospectus and this Statement of Additional Information, and, to the
extent permitted by applicable regulatory authority, may charge their clients
direct fees. You should consult your Service Agents in this regard.
Fund shares are sold on a continuous basis at the net asset value per share
next determined after an order in proper form is received by the Transfer Agent
or other entity authorized to receive orders on behalf of the Fund. 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 each Fund to invest
your money as promptly as possible after receipt, thereby maximizing the Fund's
ability to track its 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.
Upon request, proceeds from the redemption of shares of other funds in the
Dreyfus Family of Funds by an employee benefit plan will be applied to purchase
Fund shares on the date of redemption, if the plan's recordkeeper has entered
into an appropriate agency agreement with the Fund and such other funds.
Net asset value per share is determined as of the close of trading on the
floor of the New York Stock Exchange (currently 4:00 p.m., New York time) on
each day the New York Stock Exchange is open for business. For purposes of
computing 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 a Fund's net assets
(i.e., the value of its assets less liabilities) by the total number of shares
outstanding. Each Fund's investments are valued based on market value or, where
market quotations are not readily available, based on fair market value as
determined in good faith by the Fund's Board. For further information regarding
the methods employed in valuing each Fund's investments, see "Determination of
Net Asset Value."
SHAREHOLDER SERVICES PLAN
Each Fund has adopted a Shareholder Services Plan pursuant to which it pays
the Distributor for the provision of certain services to shareholders, a fee at
the annual rate of 0.25% of the value of the Fund's average daily net assets.
The services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding a Fund and providing
reports and other information, and services related to the maintenance of
shareholder accounts. Under the Shareholder Services Plan, the Distributor may
make payments to Service Agents in respect of these services.
A quarterly report of the amounts expended under the Shareholder Services
Plan, and the purposes for which such expenditures were incurred, must be made
to the Board for its review. In addition, the Shareholder Services Plan provides
that material amendments of the Plan must be approved by the Board and by the
Board members who are not "interested persons" (as defined in the 1940 Act) of
the Fund and have no direct or indirect financial interest in the operation of
the Shareholder Services Plan or in any agreements entered into in connection
with the Shareholder Services Plan, by vote cast in person at a meeting called
for the purpose of considering such amendments. As to each Fund, the Shareholder
Services Plan is subject to annual approval by such vote of the Board members
cast in person at a meeting called for the purpose of voting on the Plan. The
Shareholder Services Plan is terminable at any time by vote of a majority of the
Board members who are not "interested persons" and have no direct or indirect
financial interest in the operation of the Shareholder Services Plan or in any
agreements entered into in connection with the Shareholder Services Plan.
For the fiscal year ended October 31, 1999, Dreyfus S&P 500 Index Fund,
Dreyfus MidCap Index Fund, Dreyfus Small Cap Stock Index Fund and Dreyfus
International Stock Index Fund paid, respectively, $5,990,081, $695,110, $77,774
and $79,047, pursuant to the Shareholder Services Plan.
HOW TO REDEEM SHARES
General. To maximize each Fund's ability to track its 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.
Redemption Fee. Each Fund will deduct a redemption fee equal to 1% of the
net asset value of Fund shares redeemed where the redemption occurs within the
initial six-month period following the opening of a Fund account. The redemption
fee will be deducted from the redemption proceeds and retained by the Fund and
used primarily to offset portfolio transaction costs. It is expected that, as a
result of this fee, the Fund will be able to track its Index more closely. No
redemption fee will be charged upon the redemption of shares purchased through
accounts that are reflected on the records of the Transfer Agent as omnibus
accounts approved by Dreyfus Service Corporation or through accounts established
by Service Agents approved by Dreyfus Service Corporation that utilize the
National Securities Clearing Corporation's networking system. The redemption fee
may be waived, modified or discontinued and reintroduced at any time or from
time to time.
No redemption fee will be charged on the redemption or exchange of shares
(1) through the Fund's Automatic Withdrawal Plan or Dreyfus Auto-Exchange
Privilege, (2) through accounts reflected on the records of the Transfer Agent
as omnibus accounts approved by Dreyfus Service Corporation, (3) through
accounts established by Service Agents approved by Dreyfus Service Corporation
that utilize the National Securities Clearing Corporation's networking system,
or (4) acquired through the reinvestment of dividends or capital gains
distributions. The redemption fee may be waived, modified or terminated at any
time.
For the fiscal year ended October 31, 1999, the amount of redemption fees
retained by Dreyfus S&P 500 Index Fund, Dreyfus MidCap Index Fund, Dreyfus Small
Cap Stock Index Fund and Dreyfus International Stock Index Fund was $22,597,
$15,761, $4,646 and $0, respectively.
Wire Redemption Privilege. By using this Privilege, you authorize the
Transfer Agent to act on wire, telephone or letter redemption instructions from
any person representing himself or herself to be you 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 by the Transfer Agent of a redemption request in proper form. Redemption
proceeds ($1,000 minimum) will be transferred by Federal Reserve wire only to
the commercial bank account specified by you on the Account Application or
Shareholder Services Form, or to a correspondent bank if your bank is not a
member of the Federal Reserve System. Fees ordinarily are imposed by such bank
and borne by the investor. Immediate notification by the correspondent bank to
your bank is necessary to avoid a delay in crediting the funds to your bank
account.
If you have access to telegraphic equipment, you may wire redemption
requests to the Transfer Agent by employing the following transmittal code which
may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
If you do not have direct access to telegraphic equipment, you may have the
wire transmitted by contacting a TRT Cables operator at 1-800-654-7171, toll
free. You 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 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. Each Fund has committed itself 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 reserves the right
to make payments in whole or in 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
Fund Exchanges. You may purchase, in exchange for shares of a Fund, shares
of certain other funds managed or administered by the Manager, to the extent
such shares are offered for sale in your state of residence. A 1% redemption fee
will be charged upon an exchange of Fund shares where the exchange occurs less
than 6 months following the issuance of such shares. Shares of other funds
purchased by exchange, will be purchased on the basis of relative net asset
value per share as follows:
A. Exchanges for shares of funds offered without a sales load will be
made without a sales load.
B. Shares of funds purchased without a sales load may be exchanged for
shares of other funds sold with a sales load, and the applicable sales
load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged without a
sales load for shares of other funds sold without a sales load.
D. Shares of funds purchased with a sales load, shares of funds acquired
by a previous exchange from shares purchased with a sales load and
additional shares acquired through reinvestment of dividends or
distributions of any such funds (collectively referred to herein as
"Purchased Shares") may be exchanged for shares of other funds sold
with a sales load (referred to herein as "Offered Shares"), but if the
sales load applicable to the Offered Shares exceeds the maximum sales
load that could have been imposed in connection with the Purchased
Shares (at the time the Purchased Shares were acquired), without
giving effect to any reduced loads, the difference will be deducted.
To accomplish an exchange under item D above, you must notify the Transfer
Agent of the prior ownership of fund shares and your account number.
To request an exchange, you must give exchange instructions to the Transfer
Agent in writing or by telephone. The ability to issue exchange instructions by
telephone is given to all Fund shareholders automatically, unless you check the
applicable "No" box on the Account Application, indicating that you specifically
refuse this Privilege. By using the Telephone Exchange Privilege, you authorize
the Transfer Agent to act on telephonic instructions (including over The Dreyfus
Touch(R) automated telephone system) from any person representing himself or
herself to be you and reasonably believed by the Transfer Agent to be genuine.
Telephone exchanges may be subject to limitations as to the amount involved or
the number of telephone exchanges permitted. Shares issued in certificate form
are not eligible for telephone exchange. No fees currently are charged
shareholders directly in connection with exchanges, although the Company
reserves the right, upon not less than 60 days' written notice, to charge
shareholders a nominal administrative fee in accordance with rules promulgated
by the Securities and Exchange Commission.
To establish a personal retirement plan by exchange, shares of the fund
being exchanged must have a value of at least the minimum initial investment
required for the fund into which the exchange is being made.
Dreyfus-Automatic Asset Builder(R). 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.
Dreyfus Government Direct Deposit Privilege. Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social Security,
or certain veterans', military or other payments from the Federal Government
automatically deposited into your fund account. You may deposit as much of such
payments as you elect.
Dreyfus Payroll savings Plan. Dreyfus Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you may
have part or all of your paycheck transferred to your existing Dreyfus account
electronically through the Automated Clearing House system at each pay period.
To establish a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department. It is the sole
responsibility of your employer to arrange for transactions under the Dreyfus
Payroll Savings Plan.
Dreyfus Step Program. The Dreyfus step Program enables you to purchase Fund
shares without regard to the Fund's minimum initial investment requirements
through Dreyfus-Automatic Asset Builder(R), Dreyfus Government Direct Deposit
Privilege or Dreyfus Payroll Savings Plan. To establish a Dreyfus Step Program
account, you must supply the necessary information on the Account Application
and file the required authorization form(s) with the Transfer Agent. For more
information concerning this Program, or to request the necessary participation
in this Program at any time by discontinuing your participation in
Dreyfus-Automatic Asset Builder(R), Dreyfus Government Direct Deposit Privilege
or Dreyfus Payroll Savings Plan, as the case may be, as provided under terms of
such Privilege(s). A Fund may modify or terminate this Program at any time.
Corporate Pension/Profit-Sharing and 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 regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs, Education IRAs and IRA "Rollover
Accounts") and 403(b)(7) Plans. Plan support services also are available.
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.
The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or IRAs may
charge a fee, 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 acting as custodian. Purchases for these plans may not
be made in advance of receipt of funds.
You should read the prototype retirement plan and the appropriate form of
custodial agreement for further details on eligibility, service fees and tax
implications, and should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
Valuation of Portfolio Securities. Each 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. With respect to Dreyfus
International Stock Index Fund, assets and liabilities initially expressed in
foreign currencies will be converted into U.S. dollars using the officially
quoted daily exchange rates determined by Morgan Stanley Capital International
(MSCI) in the calculation of the EAFE Index. This officially quoted daily
exchange rate may be determined by MSCI prior to or after the close of a
particular foreign securities market. If such quotations are not available, the
rate of exchange will be determined in accordance with policies established by
the Board. Expenses and fees, including the management fee (reduced by the
expense limitation, if any), are accrued daily and taken into account for the
purpose of determining the net asset value of Fund shares.
New York Stock Exchange Closings. The holidays (as observed) on which the
New York Stock Exchange is closed currently are: New Year's Day, Martin Luther
King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Management believes that each Fund qualified for its most recent fiscal
year as a "regulated investment company" under the Internal Revenue Code of
1986, as amended (the "Code"). Each Fund intends to continue to so qualify as
long as such qualification is in the best interests of its shareholders. As a
regulated investment company, each Fund will pay no Federal income tax on its
net investment income and net realized capital gains to the extent its earnings
are distributed to shareholders in accordance with the applicable provisions of
the Code. To qualify as a regulated investment company, the Fund must distribute
at least 90% of its net income (consisting of net investment income and net
short-term capital gain) to its shareholders and meet certain asset
diversification and other requirements. If a Fund did not qualify as a regulated
investment company, it would be treated for tax purposes as an ordinary
corporation subject to Federal income tax. The term "regulated investment
company" does not imply the supervision of management or investment practices or
policies by any government agency.
If you elect to receive dividends and distributions in cash, and your
dividend and distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest such
dividend or distribution and all future dividends and distributions payable to
you in additional Fund shares at net asset value. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.
Any dividend or distribution paid shortly after an investor's purchase may
have the effect of reducing the aggregate net asset value of his shares below
the cost of his investment. Such a dividend or distribution would be a return on
the investment in an economic sense, although taxable as stated above. In
addition, if a shareholder holds shares of a 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.
Depending on the composition of a 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 qualifying U.S. corporate shareholders
("dividends received deduction"). In general, dividend income from a Fund
distributed to qualifying corporate shareholders will be eligible for the
dividends received deduction only to the extent that the Fund's income consists
of dividends paid by U.S. corporations. However, Section 246(c) of the Code
provides that if a qualifying corporate shareholder has disposed of Fund shares
held for less than 46 days, which 46 days generally must be during the 90-day
period commencing 45 days before the shares become ex-dividend, and has received
a dividend from net investment income with respect to such shares, the portion
designated by the Fund as qualifying for dividend received deduction will not
eligible for such shareholder's dividend received deduction. 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.
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 a 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 a Fund involving futures contracts 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, override
or modify 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. A 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 the
related offsetting position. Moreover, as a result of the straddle and
conversion transaction 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.
The Taxpayer Relief Act of 1997 included constructive sale provisions that
generally apply if the Fund either (1) holds an appreciated financial position
with respect to stock, certain debt obligations, or partnership interests
("appreciated financial position") and then enters into a short sale, futures,
or forward contract, or offsetting notional principal contract (collectively, a
"Contract") with respect to the same or substantially identical property or (2)
holds an appreciated financial position that is a Contract and then acquires
property that is the same as, or substantially identical to, the underlying
property. In each instance, with certain exceptions, the Fund generally will be
taxed as if the appreciated financial position were sold at its fair market
value on the date the Fund enters into the financial position or acquires the
property, respectively. Transactions that are identified hedging or straddle
transactions under other provisions of the Code can be subject to the
constructive sale provisions.
If the International Stock Index Fund invests in an entity that is
classified as a "passive foreign investment company" ("PFIC") for Federal income
tax purposes, the operation of certain provisions of the Code applying to PFICs
could result in the imposition of certain Federal income taxes on the Fund. In
addition, gain realized from the sale or other disposition of PFIC securities
may be treated as ordinary income under Section 1291 of the Code and, with
respect to PFIC securities that are marked-to-market, under Section 1296 of the
Code.
Federal regulations require that you provide a certified taxpayer
identification number ("TIN") upon opening or reopening an account. See the
Account Application for further information concerning this requirement. Failure
to furnish a certified TIN to the Company could subject you to a $50 penalty
imposed by the Internal Revenue Service.
PORTFOLIO TRANSACTIONS
The Manager assumes general supervision over placing orders on behalf of
the Funds for the purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in the best judgment
of the Manager and in a manner deemed fair and reasonable to shareholders. The
primary consideration is prompt execution of orders at the most favorable net
price. Subject to this consideration, the brokers selected will include those
that supplement the Manager's research facilities with statistical data,
investment information, economic facts and opinions. Information so received is
in addition to and not in lieu of services required to be performed by the
Manager and the Manager's fees are not reduced as a consequence of the receipt
of such supplemental information. Such information may be useful to the Manager
in serving the Funds and other funds it advises and, conversely, supplemental
information obtained by the placement of business of other clients may be useful
to the Manager in carrying out its obligations to the Funds.
Sales by a broker of shares of a Fund or other funds advised by the Manager
or its affiliates may be taken into consideration, and 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. The portfolio turnover rate for the fiscal year ended October 31,
1999, for Dreyfus S&P 500 Index Fund, Dreyfus MidCap Index Fund, Dreyfus Small
Cap Stock Index Fund and Dreyfus International Stock Index Fund, were 9.61%,
50.17%, 41.97% and 9.01%, respectively. High turnover rates are likely to result
in comparatively greater brokerage expenses. The overall reasonableness of
brokerage commissions paid is evaluated by the Manager based upon its knowledge
of available information as to the general level of commissions paid by other
institutional investors for comparable services.
Consistent with the policy of obtaining the most favorable net price,
brokerage transactions may be conducted through the Manager or its affiliates,
including Dreyfus Investment Services Corporation. The Board has adopted
procedures in conformity with Rule 17e-1 under the 1940 Act to ensure that all
brokerage commissions paid to the Manager or its affiliates are reasonable and
fair. To date, no brokerage commissions have been paid to the Distributor or the
Manager or its affiliates.
For its portfolio securities transactions for the fiscal years ended
October 31, 1997, 1998 and 1999, Dreyfus S&P 500 Index Fund paid total brokerage
commissions of $56,269, $116,693 and $143,762, respectively, and Dreyfus MidCap
Index Fund paid total brokerage commissions of $67,612, $218,936 and $113,653,
respectively. For the period June 30, 1997 (commencement of operations) through
October 31, 1997 and for the fiscal years ended October 31, 1998 and 1999,
Dreyfus International Stock Index Fund paid total brokerage commissions of $23,
$28,567 and $31,972, respectively, and Dreyfus Small Cap Stock Index Fund paid
total brokerage commissions of $21,371, $18,661 and $21,713, respectively. There
were no spreads or concessions on principal transactions in fiscal 1997, 1998
and 1999.
PERFORMANCE INFORMATION
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.
Aggregate 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.
For the indicated period ended October 31, 1999, the returns for each Fund
were as follows:
Aggregate
Total Return
Since
Inception
Based on Net Average Average Average
Asset Value Annual Annual Annual Total
Name of Fund (without Total Total Return Return
deduction of Return Five Years Since
maximum One Year Inception
sales load
or CDSC)
Dreyfus S&P 500 Index 363.20% 25.00% 25.33% 16.88%
Fund(1)
Dreyfus MidCap Index 255.28% 20.48% 18.86% 16.35%
Fund(2)
Dreyfus Small Cap Stock 10.24% 11.86% N/A 4.25%
Index Fund(3)
Dreyfus International 21.51% 22.87% N/A 8.68%
Stock Index Fund(3)
- --------------------------------------
(1) From January 2, 1990 (commencement of operations) through October 31, 1999.
(2) From June 19, 1991 (commencement of operations) through October 31, 1999.
(3) From June 30, 1997 (commencement of operations) through October 31, 1999.
Comparative performance information may be used from time to time in
advertising or marketing Fund shares, including data from the S&P 500 Index, S&P
400 Index, S&P 600 Index, EAFE Index, Russell 2000(R) Index, Lipper Analytical
Services, Inc., the Dow Jones Industrial Average, Money Magazine, Morningstar,
Inc. and other industry publications. A Fund may cite in its advertisements or
in reports or other communications to shareholders, historical performance of
unmanaged indices as reported in Ibbotson, Roger G. and Rex A. Sinquefield,
Stocks, Bonds, Bills and Inflation (SBBI), 1982, updated annually in the SBBI
Yearbook, Ibbotson Associates, Chicago. A Fund also may cite in its
advertisements the aggregate amount of assets committed to index investing by
pension funds and/or other institutional investors, and may refer to or discuss
then-current or past economic or financial conditions, developments or events.
From time to time, advertising materials for the Funds also may refer to
Morningstar ratings and related analysis supporting such ratings.
INFORMATION ABOUT THE FUNDS
Each Fund share has one vote and, when issued and paid for in accordance
with the terms of the offering, is fully paid and non-assessable. Fund shares
are of one class and have equal rights as to dividends and in liquidation.
Shares have no preemptive, subscription or conversion rights and are freely
transferable.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for a Fund to hold annual meetings of shareholders. As a result,
shareholders may not consider each year the election of Board members or the
appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special meeting
of shareholders for purposes of removing a Board member from office.
Shareholders may remove a Board member by the affirmative vote of a majority of
the Fund's outstanding voting shares. In addition, the Board will call a meeting
of shareholders for the purpose of electing Board members if, at any time, less
than a majority of the Board members then holding office have been elected by
shareholders.
Dreyfus S&P 500 Index Fund, Dreyfus Small Cap Stock Index Fund and Dreyfus
International Stock Index Fund are separate series of the Company. Rule 18f-2
under the 1940 Act provides that any matter required to be submitted under the
provisions of the 1940 Act or applicable state law or otherwise to the holders
of the outstanding voting securities of an investment company, such as the
Company, will not be deemed to have been effectively acted upon unless approved
by the holders of a majority of the outstanding shares of each series affected
by such matter. Rule 18f-2 further provides that a series shall be deemed to be
affected by a matter unless it is clear that the interests of each series in the
matter are identical or that the matter does not affect any interest of such
series. However, the Rule exempts the selection of independent accounts and the
election of Board members from the separate voting requirements of the Rule.
Each Fund will send annual and semi-annual financial statements to all its
shareholders.
Dreyfus S&P 500 Index Fund, Dreyfus MidCap Index Fund and Dreyfus Small Cap
Stock Index Fund are not sponsored, endorsed, sold or promoted by Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no
representation or warranty, express or implied, to the owners of such Funds 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, S&P
400 Index or S&P 600 Index to track general stock market performance. S&P's only
relationship to the Funds is the licensing of certain trademarks and trade names
of S&P and of the relevant Indexes which are determined, composed and calculated
by S&P without regard to the Funds. S&P has no obligation to take the needs of
Dreyfus S&P 500 Index Fund, Dreyfus MidCap Index Fund or Dreyfus Small Cap Stock
Index Fund or the owners of such Funds into consideration in determining,
composing or calculating the S&P 500 Index, S&P 400 Index or S&P 600 Index,
respectively. S&P is not responsible for and has not participated in the
calculation of any such Fund's net asset value, nor is S&P a distributor of any
such Fund. S&P has no obligation or liability in connection with the
administration, marketing or trading of Dreyfus S&P 500 Index Fund, Dreyfus
MidCap Index Fund, or Dreyfus Small Cap Stock Index Fund.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX, S&P 400 INDEX OR S&P 600 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY DREYFUS S&P 500
INDEX FUND, DREYFUS MIDCAP INDEX FUND OR DREYFUS SMALL CAP STOCK INDEX FUND,
OWNERS OF SUCH FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500
INDEX, S&P 400 INDEX OR S&P 600 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, S&P 400 INDEX OR S&P 600 INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY
FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
COUNSEL AND INDEPENDENT AUDITORS
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Funds, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the shares
being sold pursuant to the Funds' Prospectus.
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New York
10036-2798, has been selected as independent auditors of Dreyfus S&P 500 Index
Fund, Dreyfus Small Cap Stock Index Fund and Dreyfus International Stock Index
Fund.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, has been selected as independent auditors of Dreyfus
MidCap Index Fund.
<PAGE>
APPENDIX
Description of S&P A-1 Commercial Paper Ratings:
The rating A is the highest rating and is assigned by S&P to issues that
are regarded as having the greatest capacity for timely payment. Issues in this
category are delineated with the number 1, 2 or 3 to indicate the relative
degree of safety. Paper rated A-1 indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.
Description of Moody's Prime-1 Commercial Paper 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.
DREYFUS INDEX FUNDS, INC.
PART C. OTHER INFORMATION
-------------------------
Item 23. Exhibits
- ------- ----------
(a) Registrant's Articles of Incorporation and Articles of Amendment are
incorporated by reference to Exhibit (1)(a) of Post-Effective
Amendment No. 6 to the Registration Statement on Form N-1A, filed on
February 8, 1994, and Exhibit (1)(b) of Post-Effective Amendment No.6
to the Registration Statement on Form N-1A, filed on February 8, 1994.
(b) Registrant's By-Laws, as amended.
(d) Management Agreement is incorporated by reference to Exhibit (5) of
Post-Effective Amendment No. 11 to the Registration Statement on Form
N-1A, filed on June 12, 1997.
(e) Amended Distribution Agreement.
(g) Custody Agreement is incorporated by reference to Exhibit (8) of
Post-Effective Amendment No. 9 to the Registration Statement on Form
N-1A, filed on December 26, 1996.
(h) Shareholder Services Plan is incorporated by reference to Exhibit (9)
of Post-Effective Amendment No. 11 to the Registration Statement on
Form N-1A, filed on June 12, 1997.
(i) Opinion and consent of Registrant's counsel.
(j) Consent of Independent Auditors.
Item 23. Exhibits. - List (continued)
- ------- -----------------------------------------------------
Other Exhibits
--------------
(a) Powers of Attorney of the Board members and officers are
incorporated by reference to Other Exhibits (a) of
Post-Effective Amendment No. 9 to the Registration
Statement on Form N-1A, filed on December 26, 1996.
(b) Certificate of Secretary is incorporated by reference to
Other Exhibits (b) of Post-Effective Amendment No. 9 to
the Registration Statement on Form N-1A, filed on
December 26, 1996.
Item 24. Persons Controlled by or under Common Control with Registrant.
- ------- --------------------------------------------------------------
Not Applicable
Item 25. Indemnification
- ------- ---------------
The Statement as to the general effect of any contract, arrangements
or statute under which a director, officer, underwriter or affiliated
person of the Registrant is insured or indemnified in any manner
against any liability which may be incurred in such capacity, other
than insurance provided by any director, officer, affiliated person or
underwriter for their own protection, is incorporated by reference to
Item 27 of Part C of Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A, filed on February 8, 1994.
Reference is also made to the Distribution Agreement attached as
Exhibit (6) of Post-Effective Amendment No. 11 to the Registration
Statement on Form N-1A, filed on June 12, 1997.
Item 26. Business and Other Connections of Investment Adviser.
- ------- ----------------------------------------------------
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser and manager for sponsored investment companies
registered under the Investment Company Act of 1940 and as an
investment adviser to institutional and individual accounts.
Dreyfus also serves as sub-investment adviser to and/or
administrator of other investment companies. Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus, serves
primarily as a registered broker-dealer. Dreyfus Investment
Advisors, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
ITEM 26. Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser
Name and Position
With Dreyfus Other Businesses Position Held Dates
Christopher M. Condron Franklin Portfolio Director 1/97 -
Chairman of the Board Associates, LLC* Present
and Director
Chief Executive TBCAM Holdings, Inc.* President 10/97 -
Officer Chairman Present
10/97 - 6/98
Director 10/97 - 6/98
The Boston Company Chairman
Asset Management, LLC* President 1/98 -
Present
President 1/98 - 6/98
The Boston Company Chairman 1/98 - 6/98
Asset Management, Inc.* Director
9/95 - 1/98
Director 4/95 - 1/98
Franklin Portfolio 4/95 - 1/98
Holdings, Inc.*
Director 1/97 -
Present
Certus Asset Advisors Director
Corp.**
6/95
Mellon Capital Management Executive -Present
Corporation*** Committee
Member 5/95
Mellon Bond Associates, -Present
LLP+ Trustee
Executive 1/98 -
Mellon Bond Associates+ Committee Present
Member
Mellon Equity Associates,
LLP+ Trustee 5/95 -1/98
Director 1/98 -
Mellon Equity Associates+ President Present
Boston Safe Advisors, Inc.* Director
Chief Operating 5/95 - 1/98
Officer
President 5/95 -
Mellon Bank, N.A. + Vice Chairman Present
5/95 -
Chief Operating Present
Officer
President 1/99 -
Mellon Financial Director Present
Corporation+ Vice Chairman 3/98 -
Present
3/98 -
Present
11/94 - 3/98
1/99 -
Present
1/99 -
Present
1/98 -
Present
11/94 - 1/99
Christopher M. Condron The Boston Company, Inc.* Vice Chairman 1/94 -
Chairman and Chief Director Present
Executive Officer 5/93 -
(Continued) Laurel Capital Advisors, Exec. Committee Present
LLP+ Member
1/98 - 8/98
Trustee
Laurel Capital Advisors+
10/93 - 1/98
Director
Boston Safe Deposit and
Trust 5/93
Company* President -Present
Director
The Boston Company
Financial 6/89 -
Strategies, Inc. * Present
6/89 -
Present
Mandell L. Berman Self-Employed Real Estate 11/74 -
Director 29100 Northwestern Highway Consultant, Present
Suite 370 Residential
Southfield, MI 48034 Builder and
Private Investor
Burton C. Borgelt DeVlieg Bullard, Inc. Director 1/93 -
Director 1 Gorham Island Present
Westport, CT 06880
Mellon Financial Director
Corporation+ 6/91 -
Director Present
Mellon Bank, N.A. +
Director 6/91 -
Dentsply International, Present
Inc.
570 West College Avenue 2/81 -
York, PA Director Present
Quill Corporation
Lincolnshire, IL
3/93 -
Present
Stephen R. Byers Gruntal & Co., LLC Executive Vice 5/97 - 1/00
New York, NY President 5/97 - 1/00
Partner 5/97 - 1/00
Executive
Committee Member 5/97 - 1/00
Board of
Directors Member 5/97 - 1/00
Treasurer 5/97 - 6/99
Chief Financial
Officer
Stephen E. Canter Dreyfus Investment Chairman of the 1/97 -
President, Chief Advisors, Inc.++ Board Present
Operating Director 5/95 -
Officer, Chief President Present
Investment Newton Management Limited 5/95 -
Officer, and Director London, England Director Present
Mellon Bond Associates, 2/99 -
LLP+ Executive Present
Committee Member
Mellon Equity Associates, Executive 1/99 -
LLP+ Committee Member Present
Director
Franklin Portfolio 1/99 -
Associates, LLC* Director Present
Franklin Portfolio Director
Holdings, Inc.* 2/99 -
Director Present
Stephen E. Canter The Boston Company Asset
President, Chief Management, LLC* Director 2/99 -
Operating TBCAM Holdings, Inc.* Present
Officer, Chief
Investment Mellon Capital Management 2/99 -
Officer, and Director Corporation*** Present
(Continued)
2/99 -
Present
1/99 -
Present
Founders Asset Member, Board of 12/97 -
Management, LLC**** Managers Present
Acting Chief
Executive 7/98 - 12/98
Officer
The Dreyfus Trust
Company+++ Director 6/95 -
Chairman Present
President 1/99 -
Chief Executive Present
Officer 1/99 -
Present
1/99 -
Present
Thomas F. Eggers Dreyfus Service Executive Vice 4/96 -
Vice Chairman - Corporation++ President Present
Institutional Director 9/96 -
and Director Present
Founders Asset Member, Board of
Management, LLC**** Managers 2/99 -
Present
Dreyfus Investment Director
Advisors, Inc.
1/00 -
Present
Dreyfus Service Director 3/99 -
Organization, Inc.++ Present
Director
Dreyfus Insurance Agency 3/99 -
of Massachusetts, Inc. +++ Present
Director
Dreyfus Brokerage
Services, Inc. 11/97 - 6/98
401 North Maple Avenue
Steven G. Elliott Beverly Hills, CA. Senior Vice
Director Chairman
Mellon Financial Chief Financial 1/99 -
Corporation+ Officer Present
Vice Chairman 1/90 -
Treasurer Present
6/92 - 1/99
Senior Vice 1/90 - 5/98
Mellon Bank, N.A.+ Chairman
Vice Chairman 3/98 -
Chief Financial Present
Officer 6/92 - 3/98
Mellon EFT Services 1/90 -
Corporation Director Present
Mellon Bank Center, 8th
Floor 10/98 -
1735 Market Street Present
Philadelphia, PA 19103
Director
Mellon Financial Services Vice President
Corporation #1
Mellon Bank Center, 8th 1/96 -
Floor Present
1735 Market Street 1/96 -
Philadelphia, PA 19103 Vice President Present
Boston Group Holdings, Treasurer
Inc.*
APT Holdings Corporation 5/93 -
Steven G. Elliott Pike Creek Operations Present
Director (Continued) Center Director
4500 New Linden Hill Road 12/87 -
Wilmington, DE 19808 Present
Controller
Allomon Corporation Director
Two Mellon Bank Center Vice President
Pittsburgh, PA 15259 Treasurer
Collection Services 12/87 -
Corporation Present
500 Grant Street
Pittsburgh, PA 15258
10/90 - 2/99
9/88 - 2/99
9/88 - 2/99
9/88 - 2/99
Mellon Financial Company+ Principal Exec. 1/88 -
Officer Present
Chief Executive 8/87 -
Officer Present
Director 8/87 -
Mellon Overseas President Present
Investments 8/87 -
Corporation+ Director Present
4/88 -
Present
Mellon Financial Services Treasurer 12/87 -
Corporation # 5+ Present
Mellon Financial Markets, Director
Inc.+ 1/99 -
Director Present
Mellon Financial Services
Corporation #17 1/99 -
Fort Lee, NJ Present
Director
Mellon Mortgage Company
Houston, TX
Director 1/99 -
Mellon Ventures, Inc. + Present
1/99 -
Present
Lawrence S. Kash Dreyfus Investment Director 4/97 - 12/99
Vice Chairman Advisors, Inc.++
Dreyfus Brokerage Chairman 11/97 - 2/99
Services, Inc. Chief Executive 11/97 - 2/98
401 North Maple Ave. Officer
Beverly Hills, CA
1/95 - 2/99
Dreyfus Service Director 9/96 - 3/99
Corporation++ President
3/96 - 12/98
Director 10/96 -
Dreyfus Precious Metals, President 12/98
Inc.+++
Director 12/94 - 3/99
President 1/97 - 3/99
Dreyfus Service
Organization, Inc.++ Director 1/97 - 4/99
Seven Six Seven Agency, Chairman 5/97 - 3/99
Inc. ++ President 5/97 - 3/99
Director 5/97 - 3/99
Dreyfus Insurance Agency
of Chairman 1/97 - 1/99
Massachusetts, Inc.++++ President 2/97 - 1/99
Chief Executive 2/97 - 1/99
Officer 12/94 -
The Dreyfus Trust Director Present
Company+++
Chairman 5/97 - 6/99
President 5/97 - 6/99
Director 12/94 - 6/99
Lawrence S. Kash
Vice Chairman The Dreyfus Consumer
(Continued) Credit Member, Board of 12/97 -
Corporation++ Managers Present
Chairman
Chief Executive 12/95 - 1/99
Founders Asset Officer 12/95 - 1/99
Management, LLC**** President 12/95 - 1/99
The Boston Company Director 5/93 -
Advisors, President Present
Inc. 5/93 -
Wilmington, DE Executive Vice Present
President
The Boston Company, Inc.* 6/92 -
Chairman Present
Executive
Mellon Bank, N.A.+ Committee 1/98 - 8/98
Member 1/98 - 8/98
Laurel Capital Advisors, Chief Executive
LLP+ Officer 1/98 - 8/98
President 1/98 - 8/98
Laurel Capital Advisors, Trustee 12/91 - 1/98
Inc. + Chairman 9/93 - 1/98
President and CEO 12/91 - 1/98
Director 5/93 -
Boston Group Holdings, President Present
Inc.* 5/93 -
Present
Martin G. McGuinn Mellon Financial Chairman 1/99 -
Director Corporation+ Chief Executive Present
Officer 1/99 -
Director Present
Vice Chairman 1/98 -
Present
Mellon Bank, N. A. + Chairman 1/90 - 1/99
Chief Executive
Officer 3/98 -
Director Present
Vice Chairman 3/98 -
Mellon Leasing Present
Corporation+ Vice Chairman 1/98 -
Present
Mellon Bank (DE) National Director 1/90 - 3/98
Association
Wilmington, DE 12/96 -
Present
Mellon Bank (MD) National Director
Association 4/89 - 12/98
Rockville, Maryland
1/96 - 4/98
J. David Officer Dreyfus Service Executive Vice 5/98 -
Vice Chairman Corporation++ President Present
And Director Director 3/99 -
Present
Dreyfus Service Director
Organization, Inc.++ 3/99 -
Director Present
Dreyfus Insurance Agency
of 5/98 -
Massachusetts, Inc.++++ Chairman Present
Dreyfus Brokerage
Services, Inc. 3/99 -
401 North Maple Avenue Director Present
Beverly Hills, CA
Director
Seven Six Seven Agency,
Inc.++ Director 10/98 -
J. David Officer Present
Vice Chairman and Mellon Residential Executive Vice
Director Funding Corp. + President 4/97 -
(Continued) Present
Mellon Trust of Florida, Vice Chairman
N.A. Director 8/97 -
2875 Northeast 191st Present
Street Director
North Miami Beach, FL 7/96 -
33180 Present
Mellon Bank, NA+ President
Director 1/97 -
The Boston Company, Inc.* Present
President 7/96 -
Director Present
Mellon Preferred Capital
Corporation* Director 11/96 -
President Present
RECO, Inc.*
11/96 -
The Boston Company Present
Financial 11/96 -
Services, Inc.* Present
Boston Safe Deposit and 8/96 -
Trust Present
Company* 8/96 -
Present
7/96 -
Present
7/96 - 1/99
Mellon Trust of New York Director 6/96 -
1301 Avenue of the Present
Americas
New York, NY 10019
Director
Mellon Trust of California 6/96 -
400 South Hope Street Present
Suite 400
Los Angeles, CA 90071
Director
Mellon United National
Bank 3/98 -
1399 SW 1st Ave., Suite Present
400 Director
Miami, Florida
Director
Boston Group Holdings, 12/97 -
Inc.* Director Present
Dreyfus Financial 9/96 -
Services Corp. + Present
Dreyfus Investment 4/96 -
Services Present
Corporation+
Richard W. Sabo Founders Asset Management President 12/98 -
Director LLC**** Chief Executive Present
Officer 12/98 -
Present
Prudential Securities
New York, NY Senior Vice
President 07/91 -
Regional Director 11/98
07/91 -
11/98
Richard F. Syron Thermo Electron President 6/99 -
Director 81 Wyman Street Chief Executive Present
Waltham, MA 02454-9046 Officer 6/99 -
Present
American Stock Exchange
86 Trinity Place Chairman
New York, NY 10006 Chief Executive 4/94 - 6/99
Officer 4/94 - 6/99
Ronald P. O'Hanley Franklin Portfolio Director 3/97 -
Vice Chairman Holdings, Inc.* Present
Chairman
TBCAM Holdings, Inc.* Director 6/98 -
Present
Chairman 10/97 -
The Boston Company Asset Director Present
Management, LLC*
Chairman 6/98 -
Boston Safe Advisors, Inc.*Director Present
1/98 - 6/98
Ronald P. O'Hanley Partner
Vice Chairman Representative 6/97 -
(Continued) Pareto Partners Present
271 Regent Street 2/97 -
London, England W1R 8PP Present
Director
Mellon Capital Management 5/97 -
Corporation*** Present
Director
Certus Asset Advisors
Corp.** Trustee
Chairman 5/97
Mellon Bond Associates+ -Present
Trustee
Chairman
Mellon Equity Associates+ 2/97 -
Director Present
Mellon-France Corporation+ 2/97 -
Present
2/97 -
Present
2/97 -
Present
2/97 -
Present
3/97 -
Present
Laurel Capital Advisors+ Trustee 3/97 -
Present
Mark N. Jacobs Dreyfus Investment Director 4/97 -
General Counsel, Advisors, Inc.++ Secretary Present
Vice President, and 10/77 - 7/98
Secretary The Dreyfus Trust Director
Company+++ 3/96 -
President Present
The TruePenny Director
Corporation++ 10/98 -
Director Present
3/96 -
Dreyfus Service Present
Organization, Inc.++ 3/97 - 3/99
William H. Maresca The Dreyfus Trust Chief Financial 3/99 -
Controller Company+++ Officer Present
Treasurer 9/98 -
Director Present
3/97 -
Dreyfus Service Chief Financial Present
Corporation++ Officer
12/98 -
Dreyfus Consumer Credit Treasurer Present
Corp. ++
Treasurer 10/98
Dreyfus Investment -Present
Advisors, Inc. ++
Vice President 10/98 -
Dreyfus-Lincoln, Inc. Present
4500 New Linden Hill Road
Wilmington, DE 19808
Vice President 10/98 -
The TruePenny Present
Corporation++ Treasurer
Dreyfus Precious Metals, Vice President
Inc. +++ 10/98 -
Vice President Present
The Trotwood Corporation++
Vice President 10/98 -
Trotwood Hunters 12/98
Corporation++ Chief Financial
Officer 10/98 -
Trotwood Hunters Site A Present
Corp. ++
10/98 -
Dreyfus Transfer, Inc. Treasurer Present
William H. Maresca One American Express Assistant
Controller (Continued) Plaza, Treasurer 10/98 -
. Providence, RI 02903 Present
Dreyfus Service Assistant 5/98 -
Organization, Inc.++ Treasurer Present
.
Dreyfus Insurance Agency
of 3/99 -
Massachusetts, Inc.++++ Present
3/93 - 3/99
5/98 -
Present
William T. Sandalls, Dreyfus Transfer, Inc. Chairman 2/97 -
Jr. One American Express Present
Executive Vice Plaza,
President Providence, RI 02903
Director
Dreyfus Service Executive Vice 1/96 -
Corporation++ President Present
Chief Financial 2/97 -
Officer Present
2/97-12/98
Dreyfus Investment Director
Advisors, Inc.++ Treasurer 1/96 -
Present
1/96 - 10/98
Dreyfus-Lincoln, Inc. Director 12/96 -
4500 New Linden Hill Road President Present
Wilmington, DE 19808 1/97 -
Present
Seven Six Seven Agency, Director
Inc.++ Treasurer
1/96 - 10/98
Director 10/96 -
The Dreyfus Consumer Vice President 10/98
Credit Corp.++ Treasurer
1/96 -
Director Present
The Dreyfus Trust Company 1/96 -
+++ Treasurer Present
1/97 - 10/98
Dreyfus Service
Organization, 1/96 -
Inc.++ Director Present
Treasurer
Executive Vice 10/96- 3/99
Dreyfus Insurance Agency President
of
Massachusetts, Inc.++++
5/97 - 3/99
5/97 - 3/99
5/97 - 3/99
Diane P. Durnin Dreyfus Service Senior Vice 5/95 - 3/99
Vice President - Corporation++ President -
Product Development Marketing and
Advertising
Division
Patrice M. Kozlowski None
Vice President -
Corporate
Communications
Mary Beth Leibig None
Vice President -
Human Resources
Theodore A. Schachar Dreyfus Service Vice President 10/96 -
Vice President - Tax Corporation++ -Tax Present
The Dreyfus Consumer Chairman 6/99 -
Credit Corporation++ President Present
6/99 -
Dreyfus Investment Vice President - Present
Advisors, Inc.++ Tax
10/96 -
Dreyfus Precious Metals, Vice President - Present
Inc. +++ Tax
10/96 -
Dreyfus Service Vice President - 12/98
Organization, Inc.++ Tax
10/96 -
Present
Wendy Strutt None
Vice President
Richard Terres None
Vice President
Raymond J. Van Cott Mellon Financial Vice President 7/98 -
Vice-President - Corporation+ Present
Information Systems Vice President
Computer Sciences 1/96 - 7/98
Corporation
El Segundo, CA
James Bitetto The TruePenny Secretary 9/98 -
Assistant Secretary Corporation++ Present
Assistant
Dreyfus Service Secretary 8/98 -
Corporation++ Present
Assistant
Dreyfus Investment Secretary 7/98 -
Advisors, Inc.++ Present
Dreyfus Service Assistant
Organization, Inc.++ Secretary 7/98 -
Present
Steven F. Newman Dreyfus Transfer, Inc. Vice President 2/97 -
Assistant Secretary One American Express Plaza Director Present
Providence, RI 02903 Secretary 2/97 -
Present
Dreyfus Service Secretary 2/97 -
Organization, Inc.++ Assistant Present
Secretary
7/98 -
Present
5/98 - 7/98
- --------
* The address of the business so indicated is One Boston Place, Boston,
Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450,
San Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite
3000, San Francisco, California 94105.
**** The address of the business so indicated is 2930 East Third Avenue,
Denver, Colorado 80206.
+ The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York,
New York 10166.
+++ The address of the business so indicated is 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144.
++++ The address of the business so indicated is 53 State Street, Boston,
Massachusetts 02109
**** The address of the business so indicated is 2930 East Third Avenue,
Denver, Colorado 80206.
Item 27. Principal Underwriters
- -------- ----------------------
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor:
1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management Funds
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Debt and Equity Funds
28) Dreyfus Index Funds, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Preferred Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Funds, Inc.
35) Dreyfus Investment Grade Bond Funds, Inc.
36) Dreyfus Investment Portfolios
37) The Dreyfus/Laurel Funds, Inc.
38) The Dreyfus/Laurel Funds Trust
39) The Dreyfus/Laurel Tax-Free Municipal Funds
40) Dreyfus LifeTime Portfolios, Inc.
41) Dreyfus Liquid Assets, Inc.
42) Dreyfus Massachusetts Intermediate Municipal Bond Fund
43) Dreyfus Massachusetts Municipal Money Market Fund
44) Dreyfus Massachusetts Tax Exempt Bond Fund
45) Dreyfus MidCap Index Fund
46) Dreyfus Money Market Instruments, Inc.
47) Dreyfus Municipal Bond Fund, Inc.
48) Dreyfus Municipal Cash Management Plus
49) Dreyfus Municipal Money Market Fund, Inc.
50) Dreyfus New Jersey Intermediate Municipal Bond Fund
51) Dreyfus New Jersey Municipal Bond Fund, Inc.
52) Dreyfus New Jersey Municipal Money Market Fund, Inc.
53) Dreyfus New Leaders Fund, Inc.
54) Dreyfus New York Insured Tax Exempt Bond Fund
55) Dreyfus New York Municipal Cash Management
56) Dreyfus New York Tax Exempt Bond Fund, Inc.
57) Dreyfus New York Tax Exempt Intermediate Bond Fund
58) Dreyfus New York Tax Exempt Money Market Fund
59) Dreyfus U.S. Treasury Intermediate Term Fund
60) Dreyfus U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Premier California Municipal Bond Fund
66) Dreyfus Premier Equity Funds, Inc.
67) Dreyfus Premier International Funds, Inc.
68) Dreyfus Premier GNMA Fund
69) Dreyfus Premier Worldwide Growth Fund, Inc.
70) Dreyfus Premier Municipal Bond Fund
71) Dreyfus Premier New York Municipal Bond Fund
72) Dreyfus Premier State Municipal Bond Fund
73) Dreyfus Premier Value Equity Funds
74) Dreyfus Short-Intermediate Government Fund
75) Dreyfus Short-Intermediate Municipal Bond Fund
76) The Dreyfus Socially Responsible Growth Fund, Inc.
77) Dreyfus Stock Index Fund
78) Dreyfus Tax Exempt Cash Management
79) The Dreyfus Premier Third Century Fund, Inc.
80) Dreyfus Treasury Cash Management
81) Dreyfus Treasury Prime Cash Management
82) Dreyfus Variable Investment Fund
83) Dreyfus Worldwide Dollar Money Market Fund, Inc.
84) Founders Funds, Inc.
85) General California Municipal Bond Fund, Inc.
86) General California Municipal Money Market Fund
87) General Government Securities Money Market Funds, Inc.
88) General Money Market Fund, Inc.
89) General Municipal Bond Fund, Inc.
90) General Municipal Money Market Funds, Inc.
91) General New York Municipal Bond Fund, Inc.
92) General New York Municipal Money Market Fund
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
- ------------------ --------------------------- -------------
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Chief Treasurer
Compliance Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial and Assistant
Officer Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Jean M. O'Leary+ Assistant Vice President, None
Assistant Secretary and
Assistant Clerk
William J. Nutt+ Chairman of the Board None
Stephanie D. Pierce++ Vice President Vice President,
Assistant Secretary
and Assistant
Treasurer
Patrick W. McKeon+ Vice President None
Joseph A. Vignone+ Vice President None
- --------------------------------
+ Principal business address is 60 State Street, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
<PAGE>
Item 28. Location of Accounts and Records
- ------- --------------------------------
1. First Data Investor Services Group, Inc.,
a Subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA 02109
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 29. Management Services
- ------- -------------------
Not Applicable
Item 30. Undertakings
- ------- ------------
None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant 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 25th day of February, 2000.
DREYFUS INDEX FUNDS, INC.
-------------------------------------
BY: /s/MARIE E. CONNOLLY*
-----------------------------
MARIE E. CONNOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement has
been signed below by the following persons in the capacities and on the date
indicated.
Signatures Title Date
- --------------------------- ----------------------------- ---------
/s/Marie E. Connolly* President and Treasurer 2/25/00
______________________________ (Principal Executive Officer)
Marie E. Connolly
/s/Joseph F. Tower, III* Vice President and Assistant 2/25/00
______________________________ Treasurer (Principal Financial
Joseph F. Tower, III and Accounting Officer)
/s/Joseph S. DiMartino* Chairman of the Board 2/25/00
- ------------------------------
Joseph S. DiMartino
/s/David P. Feldman* Board Member 2/25/00
- ------------------------------
David P. Feldman
/s/John M. Fraser, Jr.* Board Member 2/25/00
- ------------------------------
John M. Fraser, Jr.
/s/Ehud Houminer * Board Member 2/25/00
- ------------------------------
Ehud Houminer
/s/Gloria Messinger* Board Member 2/25/00
- ------------------------------
Gloria Messinger
/s/John Szarkowski* Board Member 2/25/00
- ------------------------------
John Szarkowski
/s/Anne Wexler* Board Member 2/25/00
- ------------------------------
Anne Wexler
*BY: /s/Stephanie D. Pierce
-------------------------
Stephanie D. Pierce
Attorney-in-Fact
EXHIBIT INDEX
(b) Amended By-Laws
(e) Amended Distribution Agreement
(i) Opinion and Consent of Registrant's Counsel
(j) Consent of Independent auditors
BY-LAWS
OF
DREYFUS INDEX FUNDS, INC.
(A Maryland Corporation)
-----------
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing 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 provision of law and shall be signed by the Chairman of the
Board or the President or a Vice President 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 certificate 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 2-206 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 the owner's 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.
The Board of Directors at any time may discontinue the issuance of
certificates representing shares of stock and by written notice to each
stockholder, may require the surrender of certificates of stock to the
corporation for cancellation. Such surrender and cancellation shall not affect
the ownership of stock in the corporation.
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 corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates, if any, for such shares of stock properly endorsed and the payment
of all taxes due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of Directors may fix, in
advance, a date as the record date for the purpose 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
preceding such meeting. If no record date is fixed and the stock transfer books
are not closed for the determination of stockholders: (1) The record date for
the determination of stockholders entitled to notice of, or to vote at, a
meeting of stockholders 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
"stockholders" 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 outstanding 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 designated 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 President and shall be called by
the Secretary for the purpose of removing 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 stockholders for all other
purposes whenever the holders of shares entitled to at least a majority 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 reasonably 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.
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 purpose or purposes for which the meeting is called.
Written or printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to the stockholder personally or by leaving
it at his or her residence or usual place of business not less than 10 days and
not more than 90 days before the date of the meeting, unless any provisions of
the General Corporation Law shall prescribe a different elapsed period of time,
to each stockholder at his or her address appearing on the books of the
corporation or the address supplied by the stockholder 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 or her post office
address as it appears on the records of the corporation with postage thereon
prepaid. Whenever any notice of the time, place or purpose of any meeting of
stockholders is required to be given under the provisions of these by-laws or of
the General Corporation Law, a waiver thereof in writing, signed by the
stockholder and filed with the records of the meeting, whether before or after
the holding 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 entitled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
QUORUM. At any meeting of stockholders, the presence in person
or by proxy of stockholders entitled to cast one-third of the votes thereat
shall constitute a quorum. In the absence of a quorum, the stockholders present
in person or by proxy, by majority vote and without notice other than by
announcement, may adjourn the meeting from time to time, but not for a period
exceeding 120 days after the original record date until a quorum shall attend.
ADJOURNED MEETINGS. A meeting of stockholders convened on the
date for which it was called (including one adjourned to achieve a quorum as
provided in the paragraph above) may be adjourned from time to time without
further notice to a date not more than 120 days after the original record date,
and any business may be transacted at any adjourned meeting which could have
been transacted at the meeting as originally called.
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, a Vice President or, if none of the foregoing
is in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation or, in his or her 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 authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether for the purposes of determining the
stockholder's 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
stockholder or by his or her duly authorized attorney-in-fact or be in such
other form as may be permitted by the General Corporation Law, including
documents conveyed by electronic transmission and filed with the Secretary of
the corporation. A copy, facsimile transmission or other reproduction of the
writing or transmission may be substituted for the original writing or
transmission for any purpose for which the original transmission could be used.
No unrevoked proxy shall be valid after 11 months from the date of its
execution, unless a longer time is expressly provided therein. The placing of a
stockholder's name on a proxy pursuant to telephonic or electronically
transmitted instructions obtained pursuant to procedures reasonably designed to
verify that such instructions have been authorized by such stockholder shall
constitute execution of such proxy by or on behalf of such stockholder.
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 directors 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 execute 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 outstanding 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
consents, 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 stockholder, 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 directors 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 Maryland. 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
meeting called for that purpose, a majority of the entire Board of Directors may
increase or decrease the number of directors, provided 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
director shall not be affected by any decrease in the number of directors.
3. ELECTION AND TERM. The first Board of Directors shall consist of
the director named in the Articles of Incorporation and shall hold office until
the first meeting of stockholders or until his or her successor has been elected
and qualified. Thereafter, 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 successors 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, as amended. Newly created
directorships filled by the Board of Directors shall be by action of a majority
of the entire Board of Directors then in office. All vacancies to be filled 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 of
Directors shall fix, except that the first meeting of a newly elected Board of
Directors 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 directors 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 vacancies prevents such
majority, whereupon a majority of the directors 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
present, 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 one or more
directors and may delegate to such committee 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 to the extent permitted by law. 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 designated
thereby may participate in a meeting of such Board or committee by means of a
conference telephone or similar communications 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 officers, 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 300 East Lombard
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 Corporation Law are: The Corporation Trust Incorporated, 300 East
Lombard 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 addresses 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.
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 determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation or any series thereof 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
exclusively 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, employee, 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 indemnification and other
rights provided by this Article shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person. This Article shall not protect any such
person against any liability to the corporation or any stockholder thereof to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office ("disabling conduct").
2. ADVANCES. Any current or former director or officer of the
corporation seeking indemnification within the scope of this Article shall be
entitled to advances from the corporation for payment of the reasonable expenses
incurred by him in connection with the matter as to which he is seeking
indemnification in the manner and to the fullest extent permissible under the
General Corporation Law. The person seeking indemnification shall provide to the
corporation a written affirmation of his good faith belief that the standard of
conduct necessary for indemnification by the corporation has been met and a
written undertaking to repay any such advance if it should ultimately be
determined that the standard of conduct has not been met. In addition, at least
one of the following additional conditions shall be met: (a) the person seeking
indemnification shall provide a security in form and amount acceptable to the
corporation for his or her 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 amended, nor parties
to the proceeding ("disinterested non-party directors"), 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 indemnification
will ultimately be found to be entitled to indemnification.
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 indemnified 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 6, 1989
Amended: December 31, 1999
DISTRIBUTION AGREEMENT
DREYFUS INDEX FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended November 16, 1999
Premier Mutual Fund Services, Inc.
60 State Street
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the above-named investment company (the "Fund") has
agreed that you shall be, for the period of this agreement, the distributor of
(a) shares of each Series of the Fund set forth on Exhibit A hereto, as such
Exhibit may be revised from time to time (each, a "Series") or (b) if no Series
are set forth on such Exhibit, shares of the Fund. For purposes of this
agreement the term "Shares" shall mean the authorized shares of the relevant
Series, if any, and otherwise shall mean the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares covered by,
and in accordance with, the registration statement and prospectus then in effect
under the Securities Act of 1933, as amended, and will transmit promptly any
orders received by you for purchase or redemption of Shares to the Transfer and
Dividend Disbursing Agent for the Fund of which the Fund has notified you in
writing.
1.2 You agree to use your best efforts to solicit orders for the
sale of Shares. It is contemplated that you will enter into sales or servicing
agreements with securities dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and estate planning
firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all
applicable laws, rules and regulations, including, without limitation, all rules
and regulations made or adopted pursuant to the Investment Company Act of 1940,
as amended, by the Securities and Exchange Commission or any securities
association registered under the Securities Exchange Act of 1934, as amended.
1.4 Whenever in their judgment such action is warranted by market,
economic or political conditions, or by abnormal circumstances of any kind, the
Fund's officers may decline to accept any orders for, or make any sales of, any
Shares until such time as they deem it advisable to accept such orders and to
make such sales and the Fund shall advise you promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in connection with
the registration of Shares under the Securities Act of 1933, as amended, and all
expenses in connection with maintaining facilities for the issue and transfer of
Shares and for supplying information, prices and other data to be furnished by
the Fund hereunder, and all expenses in connection with the preparation and
printing of the Fund's prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders; provided, however,
that nothing contained herein shall be deemed to require the Fund to pay any of
the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents and to furnish
any and all information and otherwise to take all actions which may be
reasonably necessary in the discretion of the Fund's officers in connection with
the qualification of Shares for sale in such states as you may designate to the
Fund and the Fund may approve, and the Fund agrees to pay all expenses which may
be incurred in connection with such qualification. You shall pay all expenses
connected with your own qualification as a dealer under state or Federal laws
and, except as otherwise specifically provided in this agreement, all other
expenses incurred by you in connection with the sale of Shares as contemplated
in this agreement.
1.7 The Fund shall furnish you from time to time, for use in
connection with the sale of Shares, such information with respect to the Fund or
any relevant Series and the Shares as you may reasonably request, all of which
shall be signed by one or more of the Fund's duly authorized officers; and the
Fund warrants that the statements contained in any such information, when so
signed by the Fund's officers, shall be true and correct. The Fund also shall
furnish you upon request with: (a) semi-annual reports and annual audited
reports of the Fund's books and accounts made by independent public accountants
regularly retained by the Fund, (b) quarterly earnings statements prepared by
the Fund, (c) a monthly itemized list of the securities in the Fund's or, if
applicable, each Series' portfolio, (d) monthly balance sheets as soon as
practicable after the end of each month, and (e) from time to time such
additional information regarding the Fund's financial condition as you may
reasonably request.
1.8 The Fund represents to you that all registration statements and
prospectuses filed by the Fund with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and under the Investment Company Act of
1940, as amended, with respect to the Shares have been carefully prepared in
conformity with the requirements of said Acts and rules and regulations of the
Securities and Exchange Commission thereunder. As used in this agreement the
terms "registration statement" and "prospectus" shall mean any registration
statement and prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and Exchange
Commission and any amendments and supplements thereto which at any time shall
have been filed with said Commission. The Fund represents and warrants to you
that any registration statement and prospectus, when such registration statement
becomes effective, will contain all statements required to be stated therein in
conformity with said Acts and the rules and regulations of said Commission; that
all statements of fact contained in any such registration statement and
prospectus will be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any prospectus when
such registration statement becomes effective will include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The Fund may
but shall not be obligated to propose from time to time such amendment or
amendments to any registration statement and such supplement or supplements to
any prospectus as, in the light of future developments, may, in the opinion of
the Fund's counsel, be necessary or advisable. If the Fund shall not propose
such amendment or amendments and/or supplement or supplements within fifteen
days after receipt by the Fund of a written request from you to do so, you may,
at your option, terminate this agreement or decline to make offers of the Fund's
securities until such amendments are made. The Fund shall not file any amendment
to any registration statement or supplement to any prospectus without giving you
reasonable notice thereof in advance; provided, however, that nothing contained
in this agreement shall in any way limit the Fund's right to file at any time
such amendments to any registration statement and/or supplements to any
prospectus, of whatever character, as the Fund may deem advisable, such right
being in all respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form
furnished to you from time to time, in connection with the sale of Shares. The
Fund agrees to indemnify, defend and hold you, your several officers and
directors, and any person who controls you within the meaning of Section 15 of
the Securities Act of 1933, as amended, free and harmless from and against any
and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which you, your officers and directors,
or any such controlling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, arising out of or based upon any
untrue statement, or alleged untrue statement, of a material fact contained in
any registration statement or any prospectus or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated in
either any registration statement or any prospectus or necessary to make the
statements in either thereof not misleading; provided, however, that the Fund's
agreement to indemnify you, your officers or directors, and any such controlling
person shall not be deemed to cover any claims, demands, liabilities or expenses
arising out of any untrue statement or alleged untrue statement or omission or
alleged omission made in any registration statement or prospectus in reliance
upon and in conformity with written information furnished to the Fund by you
specifically for use in the preparation thereof. The Fund's agreement to
indemnify you, your officers and directors, and any such controlling person, as
aforesaid, is expressly conditioned upon the Fund's being notified of any action
brought against you, your officers or directors, or any such controlling person,
such notification to be given by letter or by telegram addressed to the Fund at
its address set forth above within ten days after the summons or other first
legal process shall have been served. The failure so to notify the Fund of any
such action shall not relieve the Fund from any liability which the Fund may
have to the person against whom such action is brought by reason of any such
untrue, or alleged untrue, statement or omission, or alleged omission, otherwise
than on account of the Fund's indemnity agreement contained in this paragraph
1.9. The Fund will be entitled to assume the defense of any suit brought to
enforce any such claim, demand or liability, but, in such case, such defense
shall be conducted by counsel of good standing chosen by the Fund and approved
by you. In the event the Fund elects to assume the defense of any such suit and
retain counsel of good standing approved by you, the defendant or defendants in
such suit shall bear the fees and expenses of any additional counsel retained by
any of them; but in case the Fund does not elect to assume the defense of any
such suit, or in case you do not approve of counsel chosen by the Fund, the Fund
will reimburse you, your officers and directors, or the controlling person or
persons named as defendant or defendants in such suit, for the fees and expenses
of any counsel retained by you or them. The Fund's indemnification agreement
contained in this paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of you, your officers and directors, or
any controlling person, and shall survive the delivery of any Shares. This
agreement of indemnity will inure exclusively to your benefit, to the benefit of
your several officers and directors, and their respective estates, and to the
benefit of any controlling persons and their successors. The Fund agrees
promptly to notify you of the commencement of any litigation or proceedings
against the Fund or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its several
officers and Board members, and any person who controls the Fund within the
meaning of Section 15 of the Securities Act of 1933, as amended, free and
harmless from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which the
Fund, its officers or Board members, or any such controlling person, may incur
under the Securities Act of 1933, as amended, or under common law or otherwise,
but only to the extent that such liability or expense incurred by the Fund, its
officers or Board members, or such controlling person resulting from such claims
or demands, shall arise out of or be based upon any untrue, or alleged untrue,
statement of a material fact contained in information furnished in writing by
you to the Fund specifically for use in the Fund's registration statement and
used in the answers to any of the items of the registration statement or in the
corresponding statements made in the prospectus, or shall arise out of or be
based upon any omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such information not
misleading. Your agreement to indemnify the Fund, its officers and Board
members, and any such controlling person, as aforesaid, is expressly conditioned
upon your being notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification to be given by
letter or telegram addressed to you at your address set forth above within ten
days after the summons or other first legal process shall have been served. You
shall have the right to control the defense of such action, with counsel of your
own choosing, satisfactory to the Fund, if such action is based solely upon such
alleged misstatement or omission on your part, and in any other event the Fund,
its officers or Board members, or such controlling person shall each have the
right to participate in the defense or preparation of the defense of any such
action. The failure so to notify you of any such action shall not relieve you
from any liability which you may have to the Fund, its officers or Board
members, or to such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise than on account of
your indemnity agreement contained in this paragraph 1.10. This agreement of
indemnity will inure exclusively to the Fund's benefit, to the benefit of the
Fund's officers and Board members, and their respective estates, and to the
benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any litigation or
proceedings against you or any of your officers or directors in connection with
the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under any
of the provisions of this agreement and no orders for the purchase or sale of
such Shares hereunder shall be accepted by the Fund if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act of 1933, as amended, or if and so long as a current prospectus as
required by Section 10 of said Act, as amended, is not on file with the
Securities and Exchange Commission; provided, however, that nothing contained in
this paragraph 1.11 shall in any way restrict or have an application to or
bearing upon the Fund's obligation to repurchase any Shares from any shareholder
in accordance with the provisions of the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement or
prospectus then in effect or for additional information;
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the effectiveness
of the registration statement or prospectus then in effect or the
initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue any
statement of a material fact made in the registration statement or
prospectus then in effect or which requires the making of a change
in such registration statement or prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the Securities and Exchange
Commission with respect to any amendments to any registration
statement or prospectus which may from time to time be filed with
the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you shall be
offered for sale at a price per share (the "offering price") approximately equal
to (a) their net asset value (determined in the manner set forth in the Fund's
charter documents) plus (b) a sales charge, if any and except to those persons
set forth in the then-current prospectus, which shall be the percentage of the
offering price of such Shares as set forth in the Fund's then-current
prospectus. The offering price, if not an exact multiple of one cent, shall be
adjusted to the nearest cent. In addition, Shares of any class of the Fund
offered for sale by you may be subject to a contingent deferred sales charge as
set forth in the Fund's then-current prospectus. You shall be entitled to
receive any sales charge or contingent deferred sales charge in respect of the
Shares. Any payments to dealers shall be governed by a separate agreement
between you and such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the "Reapproval Date")
set forth on Exhibit A hereto (and, if the Fund has Series, a separate
Reapproval Date shall be specified on Exhibit A for each Series), and thereafter
shall continue automatically for successive annual periods ending on the day
(the "Reapproval Day") of each year set forth on Exhibit A hereto, provided such
continuance is specifically approved at least annually by (i) the Fund's Board
or (ii) vote of a majority (as defined in the Investment Company Act of 1940) of
the Shares of the Fund or the relevant Series, as the case may be, provided that
in either event its continuance also is approved by a majority of the Board
members 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 vote of holders of a majority of the Fund's or, as to any
relevant Series, such Series' outstanding voting securities or by the Fund's
Board as to the Fund or the relevant Series, as the case may be. This agreement
is terminable by you, upon 270 days' notice, effective on or after the fifth
anniversary of the date hereof. This agreement also will terminate
automatically, as to the Fund or relevant Series, as the case may be, in the
event of its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you shall not
perform any services for any entity other than a "Mellon Entity," such term
being defined as any entity that is advised or administered by a direct or
indirect subsidiary of the Mellon Financial Corporation. The Fund acknowledges
that the persons employed by you to assist in the performance of your duties
under this agreement may not devote their full time to such service and, subject
to the preceding sentence, nothing contained in this agreement shall be deemed
to limit or restrict your or any of your affiliates right to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
Please confirm that the foregoing is in accordance with your
understanding and indicate your acceptance hereof by signing below, whereupon it
shall become a binding agreement between us.
Very truly yours,
DREYFUS INDEX FUNDS, INC.
By: _______________________
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:_______________________________
<PAGE>
EXHIBIT A
Name of Series Reapproval Date Reapproval Day
Dreyfus S&P 500 May 14, 1998 May 14th
Index Fund
Dreyfus Small Cap May 14, 1998 May 14th
Stock Index Fund
Dreyfus International May 14, 1998 May 14th
Stock Index Fund
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 16 to the Registration Statement on Form N-1A (File No. 33-31809)
of our reports dated December 9, 1999, relating to the financial statements and
financial highlights which appear in the October 31, 1999 Annual Report to
Shareholders of Dreyfus S&P 500 Index Fund, Dreyfus Small Cap Stock Index Fund
and Dreyfus International Stock Index Fund, respectively. We also consent to the
reference to us under the headings "Financial Highlights", in the prospectus and
"Counsel and Independent Auditors" in the statements of additional information.
PricewaterhouseCoopers LLP
New York, New York
February 22, 2000
