File Nos. 33-39379
811-6289
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. 4 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 4 [X]
(Check appropriate box or boxes.)
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
X on February 28, 1995 pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) 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.
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended October 31, 1994 was filed on December 27, 1994.
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 3
4 General Description of Registrant 4, 13
5 Management of the Fund 6
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 13
7 Purchase of Securities Being Offered 7
8 Redemption or Repurchase 9
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
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10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-17
13 Investment Objectives and Policies B-2
14 Management of the Fund B-5
15 Control Persons and Principal B-8
Holders of Securities
16 Investment Advisory and Other B-8
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-16
18 Capital Stock and Other Securities B-17
19 Purchase, Redemption and Pricing B-12, B-14
of Securities Being Offered
20 Tax Status B-15
21 Underwriters B-12
22 Calculations of Performance Data B-16
23 Financial Statements B-19
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-3
Investment Adviser
29 Principal Underwriters C-4
30 Location of Accounts and Records C-7
31 Management Services C-7
32 Undertakings C-7
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS FEBRUARY 28, 1995
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
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DREYFUS EDISON ELECTRIC INDEX FUND, INC. (THE "FUND") IS AN OPEN-END,
NON-DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS AN INDEX FUND. ITS
GOAL IS TO PROVIDE INVESTMENT RESULTS THAT CORRESPOND TO THE PRICE AND YIELD
PERFORMANCE OF PUBLICLY-TRADED COMMON STOCKS IN THE AGGREGATE OF
INVESTOR-OWNED COMPANIES ENGAGED IN THE GENERATION, TRANSMISSION OR
DISTRIBUTION OF ELECTRIC ENERGY, AS REPRESENTED BY AN INDEX COMPRISING THE
COMMON STOCKS OF COMPANIES THAT ARE MEMBERS OF THE EDISON ELECTRIC INSTITUTE
("EEI"). THE FUND IS NOT SPONSORED BY EEI.
YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT CHARGE
OR PENALTY.
WELLS FARGO NIKKO INVESTMENT ADVISORS ("WFNIA") SERVES AS THE FUND'S
INDEX FUND MANAGER.
THE DREYFUS CORPORATION ("DREYFUS") SERVES AS THE FUND'S
ADMINISTRATOR.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED FEBRUARY 28, 1995,
WHICH MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF
CERTAIN AREAS IN THIS PROSPECTUS AND OTHER MATTERS THAT MAY BE OF INTEREST TO
SOME INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
AND IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE FUND
AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL
1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR 666.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO
TIME.
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TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.................... 3
Condensed Financial Information................... 3
Description of the Fund........................... 4
Management of the Fund............................ 6
How to Buy Fund Shares............................ 7
How to Redeem Fund Shares......................... 9
Shareholder Services.............................. 11
Shareholder Services Plan......................... 11
Dividends, Distributions and Taxes................ 11
Performance Information........................... 12
General Information............................... 13
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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[This Page Intentionally Left Blank]
Page 2
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fee ........................................ .10%
Other Expenses......................................... .64%
Total Fund Operating Expenses ......................... .74%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
You would pay the following
expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at
the end of each time period: $8 $24 $41 $92
</TABLE>
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE
ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL PERFORMANCE WILL VARY
AND MAY RESULT IN AN ACTUAL RETURN GREATER OR LESS THAN 5%.
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The purpose of the foregoing table is to assist you in understanding
the various costs and expenses borne by the Fund, and therefore indirectly by
investors, the payment of which will reduce investors' return on an annual
basis. You can purchase Fund shares without charge directly from the Fund's
distributor; you may be charged a nominal fee if you effect transactions in
Fund shares through a securities dealer, bank or other financial institution.
See "Management of the Fund" and "Shareholder Services Plan."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Coopers &
Lybrand L.L.P., the Fund's independent accountants, whose report thereon
appears in the Statement of Additional Information. Further financial data
and related notes are included in the Statement of Additional Information,
available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This information
has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
--------------------------------------
1992(1) 1993 1994
-------- ------- ------
<S> <C> <C> <C>
PER SHARE DATA
Net asset value, beginning of year................. $12.50 $13.05 $14.69
-------- ------- ------
INVESTMENT OPERATIONS:
Investment income--net ............................ .60 .62 .72
Net realized and unrealized gain
(loss) on investments............................. .51 1.66 (3.23)
-------- ------- ------
TOTAL FROM INVESTMENT OPERATIONS................... 1.11 2.28 (2.51)
-------- ------- ------
DISTRIBUTIONS:
Dividends from investment income-net............... (.56) (.63) (.70)
Dividends from net realized gain on investments....... -- (.01) (.21)
-------- ------- ------
TOTAL DISTRIBUTIONS................................... (.56) (.64) (.91)
-------- ------- ------
Net asset value, end of year.......................... $13.05 $14.69 $11.27
-------- ====== ====== =======
TOTAL INVESTMENT RETURN................................ 9.11%(2) 17.71% (17.41%)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets ............. .24%(2) .75% .74%
Ratio of net investment income to average net assets ..... 5.31%(2) 4.80% 5.66%
Decrease reflected in above expense ratios due to
undertakings by WFNIA and Dreyfus....................... .95%(2) .09% --
Portfolio Turnover Rate................................. 2.76%(2) 14.14% 8.92%
Net Assets, end of year (000's omitted)................. $36,861 $117,835 $17,587
</TABLE>
(1) From December 6, 1991 (commencement of operations) to October 31, 1992.
(2) Not annualized.
Page 3
Further information about the Fund's performance is contained in the
Fund's annual report, which may be obtained without charge by writing to the
address or calling the number set forth on the cover page of this Prospectus.
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE -- The Fund's investment objective is to provide
investment results that correspond to the price and yield performance of
publicly-traded common stocks in the aggregate of investor-owned companies
engaged in the production, transmission or distribution of electric energy,
as represented by an index comprising the common stocks of companies that are
members of EEI (the "Index"). The Fund's investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting shares.
There can be no assurance that the Fund's investment objective will be
achieved.
MANAGEMENT POLICIES -- The Fund attempts to duplicate the investment results
of the Index, which is composed of approximately 101 publicly-traded common
stocks of EEI member companies. EEI is a trade association representing 180
investor-owned companies engaged in the generation, transmission and
distribution of electric energy. EEI members generate approximately
three-fourths of the nation's electricity and make up 99% of the
investor-owned segment of the United States electric utility industry. The
Fund attempts to be fully invested at all times in the stocks that comprise
the Index, and, in any event, at least 80% of the Fund's net assets will be
so invested. Because the Fund's portfolio is concentrated in the securities
of such companies, the shares of the Fund are particularly affected by
developments in the electric utility industry. See "Risk Factors" below.
The weightings of stocks in the Index are based on each stock's
relative total market capitalization; that is, its market price per share
times the number of shares outstanding. However, no such stock will represent
less than .10% of the Index regardless of such stock's relative total market
capitalization. Because of this weighting, as of October 31, 1994, 36% of the
Index was composed of the ten largest companies in EEI. WFNIA generally
selects stocks for the Fund's portfolio in the order of their weightings in
the Index beginning with the heaviest weighted stocks. With respect to the
Fund's assets invested in the stocks in the Index, the percentage of such
assets invested in each stock is approximately the same as the percentage it
represents in the Index.
No attempt is made to manage the Fund's portfolio in the traditional
sense using economic, financial and market analysis. The Fund is managed
using a computer program to determine which securities are to be purchased or
sold to replicate the Index to the extent feasible. From time to time,
administrative adjustments may be made in the Fund's portfolio because of
changes in the composition of the Index. The composition of the Index will
change only in response to changes in the composition of the publicly-traded
common stocks of EEI member companies, such as when electric utility
companies consolidate or join or resign from EEI.
The Fund believes that the indexing approach described above is an
effective method of substantially duplicating percentage changes in the
Index. It is a reasonable expectation that there will be a close correlation
between the Fund's performance and that of the Index in both rising and
falling markets. The Fund will attempt to achieve a correlation between the
performance of its portfolio and that of the Index of at least 0.95, without
taking into account expenses. A correlation of 1.00 would indicate perfect
correlation, which would be achieved when the Fund's net asset value,
including the value of its dividends and capital gains distributions,
increases or decreases in exact proportion to changes in the Index. The
Fund's ability to correlate its performance with the Index, however, may be
affected by, among other things, changes in securities markets, particularly
those affecting the electric utility industry, and the timing of purchases
and redemptions. In the future, the Board of Directors, subject to the
approval of shareholders, may select or develop another index if such a
standard of comparison is deemed to be more representative of the performance
of the common stocks of EEI member companies.
Page 4
The Fund's ability to duplicate the performance of the Index also
depends to some extent on the size of the Fund's portfolio and the size of
cash flows into and out of the Fund. Investment changes to accommodate these
cash flows are made to maintain the similarity of the Fund's portfolio to the
Index to the maximum practicable extent.
From time to time to increase its income, the Fund may lend
securities from its portfolio to brokers, dealers and other financial
institutions needing to borrow securities to complete certain transactions.
Such loans may not exceed 30% of the value of the Fund's total assets. In
connection with such loans, the Fund will receive collateral consisting of
cash, U.S. Government securities or irrevocable letters of credit. Such
collateral will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. The Fund can
increase its income through the investment of such collateral. The Fund will
continue to be entitled to payments in lieu of the dividends or other
distributions payable on the loaned security and will receive interest on the
amount of the loan. Such loans will be terminable at any time upon specified
notice. The Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
When the Fund has cash reserves, the Fund may invest in U.S.
Government securities, repurchase agreements, time deposits, certificates of
deposit, bankers' acceptances and high-grade commercial paper. See the Fund's
Statement of Additional Information for a description of these instruments.
CERTAIN FUNDAMENTAL POLICIES -- The Fund may: (i) invest up to 5% of its
assets in securities of any company having less than three years' continuous
operation (including operations of any predecessors); (ii) borrow money from
banks, but only for temporary or emergency (not leveraging) purposes in an
amount up to 15% of the value of the Fund's total assets (including the
amount borrowed) valued at the lesser of cost or market, less liabilities
(not including the amount borrowed) at the time the borrowing is made. While
borrowings exceed 5% of the Fund's total assets, the Fund will not make any
additional investments; (iii) pledge, hypothecate, mortgage or otherwise
encumber its assets, but only to secure borrowings for temporary or emergency
purposes; (iv) invest more than 25% of its assets in the securities of
issuers in the electric utility industry; and (v) invest up to 10% of its
assets in repurchase agreements providing for settlement in more than seven
days after notice and in securities that are illiquid. This paragraph describe
s fundamental policies that cannot be changed without approval by the holders
of a majority (as defined in the Investment Company Act of 1940) of the
Fund's outstanding voting shares. See "Investment Objective and Management
Policies_Investment Restrictions" in the Fund's Statement of Additional
Information.
RISK FACTORS -- Because the Fund's portfolio is concentrated in the electric
utility industry, the Fund is subject to greater risk of loss due to
unfavorable developments associated with such industry than an investment
company with a portfolio that is not so concentrated. In particular, the Fund
will be affected by developments associated with investor-owned companies
engaged in the production, transmission and distribution of electric energy
that are members of EEI. Electric utility companies historically have been
subject to the risks of increases in fuel and other operating costs, high
interest costs on borrowings needed for capital construction programs, costs
associated with compliance with environmental and nuclear safety regulations,
and changes in the regulatory climate. In particular, regulatory changes with
respect to nuclear and conventionally fueled generating facilities could
increase costs or impair the ability of investor-owned electric utility
companies to operate such facilities, thus reducing such utility companies'
earnings or resulting in losses. There also can be no assurance that
regulatory policies or accounting standard changes will not negatively affect
investor-owned electric utility companies' earnings or dividends.
The Fund's classification as a "non-diversified" investment company
means that the proportion of the Fund's assets that may be invested in the
securities of a single issuer is not limited by the Investment Company Act of
1940. A "diversified" investment company is required by the Investment
Company Act of 1940 generally, with respect to 75% of its total assets, to
invest not more than 5% of such assets in the securities of a single
Page 5
issuer and to hold not more than 10% of the outstanding voting securities of a
single issuer. However, the Fund intends to conduct its operations so as to
qualify as a "regulated investment company" for purposes of the Internal
Revenue Code of 1986, as amended (the "Code"), which requires that, at the
end of each quarter of its taxable year, (i) at least 50% of the market value
of the Fund's total assets be invested in cash, U.S. Government securities,
the securities of other regulated investment companies and other securities,
with such other securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the Fund's total
assets and 10% of the outstanding voting securities of such issuer, and (ii)
not more than 25% of the value of its total assets be invested in the
securities of any one issuer (other than U.S. Government securities or the
securities of other regulated investment companies).
Investment decisions for the Fund are made independently from those
of the other accounts and investment companies advised by WFNIA. However, if
such other accounts or investment companies are prepared to invest in, or
desire to dispose of, securities in which the Fund invests at the same time
as the Fund, available investments or opportunities for sales will be
allocated equitably to each. In some cases, this procedure may adversely
affect the size of the position obtained for or disposed of by the Fund or
the price paid or received by the Fund.
MANAGEMENT OF THE FUND
INDEX FUND MANAGER -- WFNIA, located at 45 Fremont Street, San Francisco,
California 94105, is the index fund manager. WFNIA was organized and
registered as an investment adviser in April 1990. WFNIA serves as the Fund's
index fund manager pursuant to an Index Management Agreement with the Fund.
Under the Index Management Agreement, WFNIA, subject to the supervision of
the Fund's Board of Directors and in conformity with Maryland law and the
stated policies of the Fund, manages the investment of the Fund's assets.
WFNIA is responsible for placing purchase and sale orders and providing
continuous supervision of the investment portfolio. WFNIA also serves as
index fund manager of Dreyfus Stock Index Fund and Peoples Index Fund, Inc.
Wells Fargo Investment Advisors ("WFIA") and a subsidiary of The
Nikko Securities Co., Ltd. ("Nikko") each own 50% of WFNIA. WFIA is a
wholly-owned subsidiary of Wells Fargo Bank, N.A., which is a wholly-owned
subsidiary of Wells Fargo & Company. Nikko, whose principal place of business
is located in Tokyo, Japan, is one of the world's leading investment managers
with approximately $16 billion under management as of September 30, 1994.
WFNIA, one of the world's largest managers of index funds, is responsible for
managing or providing investment advice for assets aggregating, as of
September 30, 1994, in excess of $161 billion.
Pursuant to the terms of the Index Management Agreement, the Fund
paid WFNIA a monthly fee at the annual rate of .10 of 1% of the value of the
Fund's average daily net assets for the fiscal year ended October 31, 1994.
ADMINISTRATOR -- Dreyfus, located at 200 Park Avenue, New York, New York
10166, serves as the Fund's administrator pursuant to an Administration
Agreement with the Fund. Dreyfus is a wholly-owned subsidiary of Mellon Bank,
N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). Under the Administration Agreement, Dreyfus generally assists in
all aspects of the Fund's operations, other than providing index management
or investment advice, subject to the overall authority of the Fund's
Directors in accordance with Maryland law. Dreyfus was organized in 1947 and
as of November 30, 1994 managed or administered approximately $71 billion in
assets for more than 1.9 million investor accounts nationwide.
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. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National
Page 6
Association, Mellon Bank (MD), The Boston Company, Inc., AFCO Credit
Corporation and a number of companies known as Mellon Financial Services
Corporations. Through its subsidiaries, including Dreyfus, Mellon managed
approximately $201 billion in assets as of September 30, 1994, including
approximately $76 billion in mutual fund assets. As of September 30, 1994,
Mellon, through various subsidiaries, provided non-investment services, such
as custodial or administration services, for approximately $659 billion in
assets, including approximately $108 billion in mutual fund assets.
Pursuant to the terms of the Administration Agreement, the Fund paid
Dreyfus a monthly fee at the annual rate of .15 of 1% of the value of the
Fund's average daily net assets for the fiscal year ended October 31, 1994.
EEI -- Pursuant to an agreement with WFNIA and Dreyfus, EEI has agreed to
provide certain statistical and factual information with respect to the
companies which comprise EEI and the general economic condition of the
electric utility industry. As compensation for such services, WFNIA and
Dreyfus have agreed to pay EEI out of their own funds, including past profits
or any other source available to them, a monthly fee at the annual rate of
.075 of 1% of the value of the Fund's average daily net assets over $25
million. EEI has no responsibility with respect to the Fund's investments.
CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT -- Wells Fargo
Institutional Trust Company, N.A., 45 Fremont Street, San Francisco,
California 94105 ("WFITC"), is the custodian of the Fund's investments. WFITC
is owned by WFNIA and Wells Fargo & Company. The Shareholder Services Group,
Inc., a subsidiary of First Data Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, is the Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent").
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor is a wholly-owned subsidiary of Institutional
Administration Services, Inc., a provider of mutual fund administration
services, the parent company of which is Boston Institutional Group, Inc.
EXPENSES -- The imposition of the Fund's index management and administration
fees, as well as other operating expenses, will have the effect of reducing
investors' return and will affect the Fund's ability to track the Index
exactly. From time to time, WFNIA, WFITC and/or Dreyfus or one of their
affiliates may waive receipt of their fees and/or voluntarily assume certain
expenses of the Fund, which would have the effect of lowering the overall
expense ratio of the Fund and increasing yield and total return to investors
at the time such amounts are waived or assumed, as the case may be. The Fund
will not pay WFNIA, WFITC and/or Dreyfus or their affiliates at a later time
for any amounts which may be waived, nor will the Fund reimburse WFNIA, WFITC
and/or Dreyfus or their affiliates for any amounts which may be assumed.
Dreyfus may pay the Distributor for shareholder services from Dreyfus' own
assets, including past profits but not including the administration fee paid
by the Fund. The Distributor may use part or all of such payments to pay
securities dealers or others in respect of these services.
HOW TO BUY FUND SHARES
You can purchase Fund shares without a sales charge if you purchase
them directly from the Distributor; you may be charged a nominal fee if you
effect transactions in Fund shares through a securities dealer, bank or other
financial institution. The Fund's shares are available for purchase by
pension and profit-sharing plans. The Fund does not issue share certificates.
The Fund reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if you are a
client of a securities dealer, bank or other financial institution which has
made an aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial investment must be
accompanied by the Fund's Account Application.
You may purchase Fund shares by check or wire. Checks should be made
payable to "Dreyfus Edison Electric Index Fund, Inc." For subsequent
investments, your Fund account number also should appear on
Page 7
the check. Payments which are mailed should be sent to Dreyfus Edison
Electric Index Fund, Inc., P.O. Box 6647, Providence, Rhode Island 02940-6647,
together with your investment slip or, when opening a new account, your
Account Application. Payments to purchase shares for Dreyfus retirement plan
accounts should be mailed to The Dreyfus Trust Company, Custodian, P.O.
Box 6427, Providence, Rhode Island 02940-6427. Neither initial nor subsequent
investments should be made by third party check. Purchase orders may be
delivered in person only to a Dreyfus Financial Center. THESE ORDERS WILL BE
FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information."
Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, DDA #8900188278/Dreyfus Edison
Electric Index Fund, Inc., for purchase of Fund shares in your name. The wire
must include your Fund account number (for new accounts, your Taxpayer
Identification Number ("TIN") should be included instead), account
registration and dealer number, if applicable. If your initial purchase of
Fund shares is by wire, please call 1-800-645-6561 after completing your wire
payment to obtain your Fund account number. Please include your Fund account
number on the Fund's Account Application and promptly mail the Account
Application to the Fund, as no redemptions will be permitted until the
Account Application is received. You may obtain further information about
remitting funds in this manner from your bank. All payments should be made in
U.S. dollars and, to avoid fees and delays, should be drawn only on U.S.
banks. A charge will be imposed if any check used for investment in your
account does not clear. The Fund makes available to certain large
institutions the ability to issue purchase instructions through compatible
computer facilities.
Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account registration and
your Fund account number PRECEDED BY THE DIGITS "1111."
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where (i)
the employers or affiliated employers maintaining such plans or programs have
a minimum of 250 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 one million dollars. All
present holdings of shares of funds in the Dreyfus Family of Funds by such
employee benefit plans or programs will be aggregated to determine the fee
payable with respect to each such purchase of Fund shares. The Distributor
reserves the right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts received from the
Fund, including past profits or any other source available to it.
Fund shares are sold on a continuous basis at the net asset value per
share next determined after your order is received in proper form by the
Transfer Agent or other agent. If an order is received in proper form by the
Transfer Agent by the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m., New York time) on a given day, Fund shares
will be purchased at the net asset value determined as of such close of
trading on that day. Otherwise, Fund shares will be purchased at the net
asset value determined as of the close of trading on the floor of the New
York Stock Exchange on the next business day. To permit the Fund to invest
your money as promptly as possible after receipt, thereby maximizing the
Fund's ability to track the Index, you are urged to transmit your purchase
order in proper form so that it may be received by the Transfer Agent prior
to 3:00 p.m., New York time, on the day you want your purchase order to be
effective.
The Fund's net asset value per share is determined as of the close of
trading on the floor of the New York Stock Exchange on each day the New York
Stock Exchange is open for business. Net asset value per share is
Page 8
computed by dividing the value of the Fund's net assets (i.e., the value of
its assets less liabilities) by the total number of shares outstanding. The
Fund's investments are valued based on market value, or where market
quotations are not readily available, based on fair value as determined in
good faith by the Board of Directors. For further information regarding the
methods employed in valuing Fund investments, see "Determination of Net Asset
Value" in the Fund's Statement of Additional Information.
Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes" and
the Fund's Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
HOW TO REDEEM FUND SHARES
GENERAL -- You may request redemption of your shares at any time. Redemption
requests should be transmitted to the Transfer Agent as described below. When
a request is received in proper form, the Fund will redeem the shares at the
next determined net asset value, which may be more or less than their
original cost. To maximize the Fund's ability to track the Index, you are
urged to transmit your redemption request so that it may be received by the
Transfer Agent prior to 3:00 p.m., New York time, on the day you want your
redemption request to be effective.
The Fund imposes no charge when shares are redeemed directly through
the Distributor. Securities dealers, banks and other financial institutions
may charge a nominal fee for effecting redemptions of Fund shares.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
accordance with the procedures described below, except as provided by the
rules of the Securities and Exchange Commission. HOWEVER, IF YOU HAVE
PURCHASED FUND SHARES BY CHECK OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDER AND
SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO THE TRANSFER AGENT, THE
REDEMPTION PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE
OF YOUR PURCHASE CHECK OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY
TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL REJECT
REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE FOR A PERIOD OF EIGHT BUSINESS
DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK OR THE DREYFUS-
AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS REQUESTED.
THESE PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY WIRE
PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR
ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS
EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL
BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares
will not be redeemed until the Transfer Agent has received your Account
Application.
The Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if your account's net asset value is
$500 or less and remains so during the notice period.
PROCEDURES -- You may redeem Fund shares by using the regular redemption
procedure through the Transfer Agent, the Wire Redemption Privilege or the
Telephone Redemption Privilege. The Fund makes available to certain large
institutions the ability to issue redemption instructions through compatible
computer facilities.
You may redeem Fund shares by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a Shareholder
Services Form with the Transfer Agent. If you select a telephone redemption
privilege, you authorize the Transfer Agent to act on telephone instructions
from any person representing himself or herself to be you, and reasonably
believed by the Transfer Agent to be genuine. The Fund will require the
Transfer Agent to employ reasonable procedures, such as requiring a form of
personal identification, to confirm that instructions are genuine and, if it
does not follow such procedures, the Fund or the Transfer Agent may be liable
for any losses due to unauthorized or fraudulent
Page 9
instructions. Neither the Fund nor the Transfer Agent will be liable for
following telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption of Fund shares. In such cases, you should consider using
the other redemption procedures described herein. Use of these other
redemption procedures may result in your redemption request being processed
at a later time than it would have been if telephone redemption had been
used. During the delay, the Fund's net asset value may fluctuate.
REGULAR REDEMPTION -- Under the regular redemption procedure, you may redeem
shares by written request mailed to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. Redemption requests may be
delivered in person only to a Dreyfus Financial Center. THESE REQUESTS WILL
BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information." Redemption requests
must be signed by each shareholder, including each owner of a joint account,
and each signature must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees in proper
form generally will be accepted from domestic banks, brokers, dealers, credit
unions, national securities exchanges, registered securities associations,
clearing agencies and savings associations, as well as from participants in
the New York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP"), and the Stock Exchanges
Medallion Program. If you have any questions with respect to
signature-guarantees, please call one of the telephone numbers listed under
"General Information."
Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guarantee request.
WIRE REDEMPTION PRIVILEGE -- You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank which
is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. To establish the Wire Redemption Privilege, you must
check the appropriate box and supply the necessary information on the Fund's
Account Application or file a Shareholder Services Form with the Transfer
Agent. You may direct that redemption proceeds be paid by check (maximum
$150,000 per day) made out to the owners of record and mailed to your address.
Redemption proceeds of less than $1,000 will be paid automatically by check.
Holders of jointly registered Fund or bank accounts may have redemption
proceeds of not more than $250,000 wired within any 30-day period. You may
telephone redemption requests by calling 1-800-221-4060 or, if you are
calling from overseas, call 1-401-455-3306. The Fund reserves the right to
refuse any redemption request, including requests made shortly after a change
of address, and may limit the amount involved or the number of such requests.
This Privilege may be modified or terminated at any time by the Transfer
Agent or the Fund. The Fund's Statement of Additional Information sets forth
instructions for transmitting redemption requests by wire. Shares held under
Keogh Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this Privilege.
TELEPHONE REDEMPTION PRIVILEGE -- You may redeem Fund shares (maximum
$150,000 per day) by telephone if you have checked the appropriate box on the
Fund's Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The redemption proceeds will be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306. The
Fund reserves the right to refuse any request made by telephone, including
requests made shortly after a change of address, and may limit the amount
involved or the number of telephone redemption requests. This Privilege may
be modified or terminated at any time by the Transfer Agent or the Fund.
Shares held under Keogh Plans, IRAs or other retirement plans, and shares for
which certificates have been issued, are not eligible for this Privilege.
Page 10
SHAREHOLDER SERVICES
DREYFUS-AUTOMATIC ASSET BUILDER -- Dreyfus-Automatic Asset Builder permits
you to purchase Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund shares are purchased
by transferring funds from the bank account designated by you. At your
option, the bank account designated by you will be debited in the specified
amount, and Fund shares will be purchased, once a month, on either the first
or fifteenth day, or twice a month, on both days. Only an account maintained
at a domestic financial institution which is an Automated Clearing House
member may be so designated. To establish a Dreyfus-Automatic Asset Builder
account, you must file an authorization form with the Transfer Agent. You may
obtain the necessary authorization form by calling 1-800-645-6561. You may
cancel this Privilege or change the amount of purchase at any time by mailing
written notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671, or, if for Dreyfus retirement plan
accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427, and the notification will be effective three
business days following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee currently is
contemplated.
RETIREMENT PLANS -- The Fund offers a variety of pension and profit-sharing
plans, including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover Accounts,"
401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan support services also
are available. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566; for
IRAs and IRA "Rollover Accounts," please call 1-800-645-6561; for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan pursuant to which
the Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, an amount not to exceed an annual rate of .25 of 1% of the value of
the Fund's average daily net assets for certain allocated expenses of
providing personal services and/or maintaining shareholder accounts. The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares and pays dividends from its net
investment income quarterly, and automatically reinvests them in additional
Fund shares at net asset value or, at your option, pays them in cash. The
Fund will make distributions from net realized securities gains, if any,
generally once a year, but may make distributions on a more frequent basis to
comply with the distribution requirements of the Code, in all events in a
manner consistent with the provisions of the Investment Company Act of 1940.
The Fund will not make distributions from net realized securities gains
unless capital loss carryovers, if any, have been utilized or have expired.
You may choose whether to receive distributions in cash or to reinvest them
in additional Fund shares at net asset value. All expenses are accrued daily
and deducted before declaration of dividends to investors.
Dividends paid by the Fund out of net investment income and
distributions from net realized short-term securities gains of the Fund will
be taxable to U.S. shareholders as ordinary income whether received in cash
or reinvested in additional shares. Depending on the composition of the
Fund's income, a portion of the dividends from net investment income may
qualify for the dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term securities gains of
the Fund will be taxable to U.S. shareholders as long-term capital gains for
Federal income tax purposes, regardless of how long shareholders have held
their Fund shares and whether such distributions are received in cash or
reinvested in additional shares. The Code provides that the net realized
capital gain of an individual generally will not be subject to
Page 11
Federal income tax at a rate in excess of 28%. Dividends and distributions
may be subject to state and local taxes.
Dividends derived from net investment income and distributions from
net realized short-term securities gains paid by the Fund to a foreign
investor generally are subject to U.S. nonresident withholding taxes at the
rate of 30%, unless the investor claims the benefit of a lower rate specified
in a tax treaty. Distributions from net realized long-term securities gains
paid by the Fund to a foreign investor as well as the proceeds of any
redemptions from a foreign investor's account, regardless of the extent to
which gain or loss may be realized, generally will not be subject to U.S.
nonresident withholding tax. However, such distributions may be subject to
backup withholding, as described below, unless the foreign investor certifies
his non-U.S. residency status.
Notice as to the tax status of your dividends and distributions will
be mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions from
securities gains, if any, paid during the year.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends, distributions
from net realized securities gains and the proceeds of any redemption,
regardless of the extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the
fiscal year ended October 31, 1994 as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such qualification is
in the best interest of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The Fund is
subject to a non-deductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For the purpose of advertising, performance is calculated on the
basis of average annual total return. Advertisements also may include
performance calculated on the basis of total return.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Fund was purchased with an
initial payment of $1,000 and that the investment was redeemed at the end of
a stated period of time, after giving effect to the reinvestment of dividends
and distributions during the period. The return is expressed as a percentage
rate which, if applied on a compounded annual basis, would result in the
redeemable value of the investment at the end of the period. Advertisements
of the Fund's performance will include the Fund's average annual total return
for one, five and ten year periods, or for shorter time periods depending
upon the length of time during which the Fund has operated.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the income
and principal changes for a specified period and dividing by the net asset
value per share at the beginning of the
Page 12
period. Advertisements may include the percentage rate of total return or may
include the value of a hypothetical investment at the end of the period which
assumes the application of the percentage rate of total return.
Performance will vary from time to time and past results are not
necessarily representative of future results. Performance information, such
as that described above, may not provide a basis for comparison with other
investments or other investment companies using a different method of
calculating performance.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from the Wilshire
5000 Index, Standard & Poor's 500 Composite Stock Price Index, Standard &
Poor's MidCap 400 Index, Lipper Analytical Services, Inc., the Dow Jones
Industrial Average, Morningstar, Inc. and other industry publications. The
Fund may cite in its advertisements or in reports or other communications to
shareholders, historical performance of unmanaged indices as reported in
Ibbotson, Roger G. and Rex A. Sinquefield, STOCKS, BONDS, BILLS AND INFLATION
(SBBI), 1982, updated annually in the SBBI YEARBOOK, Ibbotson Associates,
Chicago. In its advertisements, the Fund also may cite the aggregate amount
of assets committed to index investing by pension funds and/or other
institutional investors, which currently exceeds $300 billion, and may refer
to or discuss then-current or past economic or financial conditions,
developments or events.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on March 20, 1991, and
commenced operations on December 6, 1991. The Fund is authorized to issue 200
million shares of Common Stock, par value $.001 per share. Each share has one
vote.
Under the terms of a License Agreement between the Fund and EEI, EEI
has granted the Fund a non-exclusive royalty free license to use the name
"Edison Electric." The license is to continue for successive ten year
periods, unless the Fund's investment objective is no longer to provide
investment results that correspond to the price and yield performance of
publicly-traded common stocks in the aggregate of investor-owned companies
engaged in the generation, transmission or distribution of electric energy,
as represented by an index comprising the common stocks of companies which
are members of EEI at which time the Fund has agreed to cease its use of the
name "Edison Electric."
Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year the
election of Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting of
shareholders for purposes of removing a Director from office and for any
other purpose. Fund shareholders may remove a Director by the affirmative
vote of a majority of the Fund's outstanding voting shares. In addition, the
Board of Directors will call a meeting of shareholders for the purpose of
electing Directors if, at any time, less than a majority of the Directors
then holding office have been elected by shareholders.
The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll free
1-800-645-6561. In New York City, call 1-718-895-1206; on Long Island, call
794-5452.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Page 13
Edison
Electric
Index Fund, Inc.
Prospectus
(Lion Logo)
Registration Mark
Copy Rights 1995 Dreyfus Service Corporation
114pros5A
__________________________________________________________________________
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
FEBRUARY 28, 1995
__________________________________________________________________________
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Edison Electric Index Fund, Inc. (the "Fund"), dated February
28, 1995, as it may be revised from time to time. To obtain a copy of the
Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-5452
Wells Fargo Nikko Investment Advisors ("WFNIA") serves as the Fund's
index fund manager.
The Dreyfus Corporation ("Dreyfus") serves as the Fund's
administrator.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . . . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . . . . . . . B-5
Index Management and Administration Agreements. . . . . . . . . . . . . B-8
Shareholder Services Plan . . . . . . . . . . . . . . . . . . . . . . . B-11
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . B-12
Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . B-12
Shareholder Services. . . . . . . . . . . . . . . . . . . . . . . . . . B-13
Determination of Net Asset Value. . . . . . . . . . . . . . . . . . . . B-14
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . . . B-15
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . . B-16
Performance Information . . . . . . . . . . . . . . . . . . . . . . . . B-16
Information About the Fund. . . . . . . . . . . . . . . . . . . . . . . B-17
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Accountants . . . . . . . . . . . . . . . . . B-17
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-18
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . B-19
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . B-26
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Description of the Fund."
Other Portfolio Securities
Securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities include U.S. Treasury securities, which
differ in their interest rates, maturities and times of issuance.
Treasury Bills have initial maturities of one year or less; Treasury Notes
have initial maturities of one to ten years; and Treasury Bonds generally
have initial maturities of greater than ten years. Some obligations
issued or guaranteed by U.S. Government agencies and instrumentalities,
for example, Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the U.S.
Treasury; others, such as those of the Federal Home Loan Banks, by the
right of the issuer to borrow from the Treasury; others, such as those
issued by the Federal National Mortgage Association, by discretionary
authority of the U.S. Government to purchase certain obligations of the
agency or instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or variable rates
of interest. Principal and interest may fluctuate based on generally
recognized reference rates or the relationship of rates. While the U.S.
Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will
always do so, since it is not so obligated by law. The Fund will invest
in such securities only when it is satisfied that the credit risk with
respect to the issuer is minimal.
Repurchase agreements involve the acquisition by the Fund of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price,
usually not more than one week after its purchase. The Fund's custodian
or sub-custodian will have custody of, and will hold in a segregated
account, securities acquired by the Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and
Exchange Commission to be loans by the Fund. In an attempt to reduce the
risk of incurring a loss on a repurchase agreement, the Fund will enter
into repurchase agreements only with domestic banks with total assets in
excess of one billion dollars or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which the Fund may invest, and will require that
additional securities be deposited with it if the value of the securities
purchased should decrease below resale price. WFNIA will monitor on an
ongoing basis the value of the collateral to assure that it always equals
or exceeds the repurchase price. Certain costs may be incurred by the
Fund in connection with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In addition,
if bankruptcy proceedings are commenced with respect to the seller of the
securities, realization on the securities by the Fund may be delayed or
limited. The Fund will consider on an ongoing basis the creditworthiness
of the institutions with which it enters into repurchase agreements.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Time deposits which may be held by the Fund will not benefit from
insurance from the Bank Insurance Fund or the Savings Association
Insurance Fund administered by the Federal Deposit Insurance Corporation.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified
period of time.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the full
amount of the instrument upon maturity. Other short-term bank obligations
may include uninsured, direct obligations bearing fixed, floating or
variable interest rates.
Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs. The commercial paper purchased
by the Fund will consist only of direct obligations which, at the time of
their purchase, are (a) rated at least Prime-1 by Moody's Investors
Service, Inc. or A-1 by Standard & Poor's Corporation, (b) issued by
companies having an outstanding unsecured debt issue currently rated not
lower than Aa3 by Moody's Investors Service, Inc. or AA- by Standard &
Poor's Corporation, or (c) if unrated, determined by WFNIA to be of
comparable quality to those rated obligations which may be purchased by
the Fund.
Management Policies
Lending Portfolio Securities. To a limited extent, the Fund may lend
its portfolio securities to brokers, dealers and other financial
institutions, provided it receives cash collateral which at all times is
maintained in an amount equal to at least 100% of the current market value
of the securities loaned. For purposes of this policy, the Fund considers
collateral consisting of U.S. Government securities or irrevocable letters
of credit issued by banks whose securities meet the standards for
investment by the Fund to be the equivalent of cash. By lending its
portfolio securities, the Fund can increase its income through the
investment of the cash collateral. Such loans may not exceed 30% of the
value of the Fund's total assets. From time to time, the Fund may return
to the borrower or a third party which is unaffiliated with the Fund, and
which is acting as a "placing broker," a part of the interest earned from
the investment of collateral received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value
of the securities rises above the level of such collateral; (3) the Fund
must be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any dividends, interest or
other distributions payable on the loaned securities, and any increase in
market value; (5) the Fund may pay only reasonable custodian fees in
connection with the loan; and (6) while voting rights on the loaned
securities may pass to the borrower, the Fund's Board of Directors must
terminate the loan and regain the right to vote the securities if a
material event adversely affecting the investment occurs. These
conditions may be subject to future modification.
Investment Restrictions
The Fund has adopted the following investment restrictions as
fundamental policies. These restrictions cannot be changed without
approval by the holders of a majority (as defined in the Investment
Company Act of 1940 (the "Act")) of the Fund's outstanding voting shares.
The Fund may not:
1. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessors) if such
purchase would cause the value of the Fund's investments in all such
companies to exceed 5% of the value of its total assets.
2. Purchase securities of closed-end investment companies except
(a) in the open market where no commission other than the ordinary
broker's commission is paid, which purchases are limited to a maximum of
(i) 3% of the total outstanding voting stock of any one closed-end
investment company, (ii) 5% of the Fund's net assets with respect to the
securities issued by any one closed-end investment company and (iii) 10%
of the Fund's net assets in the aggregate, or (b) those received as part
of a merger or consolidation. The Fund may not purchase the securities of
open-end investment companies other than itself.
3. Purchase or sell real estate, real estate investment trust
securities, real estate limited partnership interests, commodities or
commodity contracts or oil, gas or other mineral 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.
4. 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.
5. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to secure borrowings for temporary or emergency purposes.
6. Lend any funds or other assets except through the purchase of
debt securities, bankers' acceptances and commercial paper of corporations
and other entities. However, the Fund may lend its portfolio securities
in an amount not to exceed 30% of the value of its total assets. Any
loans of portfolio securities will be made according to guidelines
established by the Securities and Exchange Commission and the Fund's Board
of Directors.
7. 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.
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 other than the electric utility
industry, which includes companies engaged in the production, transmission
or distribution of electric energy, provided that, when the Fund has
adopted a temporary defensive posture, there shall be no limitation on the
purchase of obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
In addition to the investment restrictions adopted as fundamental
policies set forth above, though not a fundamental policy, the Fund may
not engage in arbitrage transactions, nor may it purchase warrants
(excluding those acquired by the Fund in units or attached to securities),
nor will the Fund sell securities short, but reserves the right to sell
securities short against the box.
Notwithstanding Investment Restriction Nos. 3 and 5, the Fund
reserves the right to enter into futures contracts and options on futures
contracts, subject to the restrictions then in effect of the Securities
and Exchange Commission and the Commodity Futures Trading Commission and
to the receipt or taking, as the case may be, of appropriate consents,
approvals and other actions from or by those regulatory bodies. In any
event, no such contracts or options will be entered into until a general
description of the terms thereof are set forth in a subsequent prospectus
and statement of additional information, the Registration Statement with
respect to which has been filed with the Securities and Exchange
Commission and has become effective.
If a percentage restriction is adhered to at the time of investment,
a later change in percentage resulting from a change in values or assets
will not constitute a violation of such restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interests of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below. Each Director who is deemed to be an "interested person"
of the Fund, as defined in the Act, is indicated by an asterisk.
Directors of the Fund
*DAVID P. FELDMAN, Director. Corporate Vice President-Investment
Management of AT&T. He is also a trustee of Corporate Property
Investors, a real estate investment company. His address is One Oak
Way, Berkeley Heights, New Jersey 07922.
JACK R. MEYER, Director. President and Chief Executive Officer of Harvard
Management Company, an investment management company, since September
1990. For more than five years prior thereto, he was Treasurer and
Chief Investment Officer of The Rockefeller Foundation. His address
is 600 Atlantic Avenue, Boston, Massachusetts 02210.
JOHN SZARKOWSKI, Director. Director Emeritus of Photography at The Museum
of Modern Art. Consultant in photography. His address is Bristol
Road Box 221, East Chatham, New York 12060.
ANNE WEXLER, Director. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She is also
a director of American Cyanamid Company, Alumax, The Continental
Corporation, Comcast Corporation and The New England Electric System,
and a member of the Board of the Carter Center of Emory University,
the Council of Foreign Relations, the National Park Foundation,
Visiting Committee of the John F. Kennedy School of Government at
Harvard University and the Board of Visitors of the University of
Maryland School of Public Affairs. Her address is c/o The Wexler
Group, 1317 F Street, N.W., Washington, D.C. 20004.
Each Director is also a director of Dreyfus Stock Index Fund, Peoples
Index Fund, Inc., Peoples S&P MidCap Index Fund, Inc. and Dreyfus-Wilshire
Target Funds, Inc. Mr. Feldman and Ms. Wexler are also directors of
Dreyfus New Jersey Municipal Bond Fund, Inc. and Premier Global Investing,
managing general partners of Dreyfus Strategic Growth, L.P. and Dreyfus
Global Growth, L.P., and trustees of Dreyfus Florida Intermediate
Municipal Bond Fund, Dreyfus Florida Municipal Money Market Fund, Dreyfus
Investors GNMA Fund, Dreyfus New York Insured Tax Exempt Bond Fund,
Dreyfus 100% U.S. Treasury Intermediate Term Fund, Dreyfus 100% U.S.
Treasury Long Term Fund, Dreyfus 100% U.S. Treasury Money Market Fund and
Dreyfus 100% U.S. Treasury Short Term Fund. Mr. Feldman is also a
director of Dreyfus Strategic Governments Income, Inc. and Dreyfus BASIC
Money Market Fund, Inc. and a trustee of Dreyfus BASIC U.S. Government
Money Market Fund, Dreyfus California Intermediate Municipal Bond Fund,
Dreyfus Connecticut Intermediate Municipal Bond Fund, Dreyfus
Massachusetts Intermediate Municipal Bond Fund, Dreyfus New Jersey
Intermediate Municipal Bond Fund, Dreyfus Pennsylvania Intermediate
Municipal Bond Fund, Dreyfus Strategic Income and Dreyfus Strategic
Investing.
For so long as the Fund's plan described in the section captioned
"Shareholder Services Plan" remains in effect, the Directors of the Fund
who are not "interested persons" of the Fund, as defined in the Act, will
be selected and nominated by the Directors who are not "interested
persons" of the Fund.
The Fund does not pay any remuneration to its officers and Directors
other than fees and expenses to those Directors who are not officers,
directors, employees or holders of 5% or more of the outstanding voting
securities of WFNIA or Dreyfus, or their affiliates, which totalled
$20,320 for the fiscal year ended October 31, 1994 for such Directors as a
group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief Operating
Officer and a Director of the Distributor and an officer of other
investment companies advised or administered by Dreyfus. From
December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., a wholly-owned subsidiary of The
Boston Company, Inc. Prior to December 1991, she served as Vice
President and Controller, and later as Senior Vice President, of The
Boston Company Advisors, Inc.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President
General Counsel of the Distributor and an officer of other investment
companies advised or administered by Dreyfus. From February 1992 to
July 1994, he served as Counsel for The Boston Company Advisors, Inc.
From August 1990 to February 1992, he was employed as an Associate at
Ropes & Gray, and prior to August 1990, he was employed as an
Associate at Sidley & Austin.
JOSEPH F. TOWER, III, Assistant Treasurer. Senior Vice President,
Treasurer and Chief Financial Officer of the Distributor and an
officer of other investment companies advised or administered by
Dreyfus. From July 1988 to August 1994, he was employed by The
Boston Company, Inc. where he held various management positions in
the Corporate Finance and Treasury areas.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior Vice
President of the Distributor and an officer of other investment
companies advised or administered by Dreyfus. From 1988 to August
1994, he was manager of the High Performance Fabric Division of
Springs Industries Inc.
JOHN J. PYBURN, Assistant Treasurer. Vice President of the Distributor
and an officer of other investment companies advised or administered
by Dreyfus. From 1984 to July 1994, he was Assistant Vice President
in the Mutual Fund Accounting Department of Dreyfus.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by Dreyfus. From January 1992 to July 1994, he was a
Senior Legal Product Manager, and, from January 1990 to January 1992,
he was a mutual fund accountant, for The Boston Company Advisors,
Inc.
ERIC B. FISCHMAN, Vice President and Assistant Secretary. Associate
General Counsel of the Distributor and an officer of other investment
companies advised or administered by Dreyfus. From September 1992 to
August 1994, he was an attorney with the Board of Governors of the
Federal Reserve System.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by Dreyfus. From March 1992 to July 1994, she was a
Compliance Officer for The Managers Funds, a registered investment
company. From March 1990 until September 1991, she was Development
Director of The Rockland Center for the Arts and, prior thereto, was
employed as a Research Assistant for the Bureau of National Affairs.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of Common Stock outstanding on December 6, 1994.
The following persons are known by the Fund to own of record 5% or
more of the Fund's outstanding voting securities on December 6, 1994:
State Street Bank & Trust Co., as Trustee for Pacific Gas & Electric Co.
Savings Fund Plan, P.O. Box 1992, Boston, Massachusetts 02105 -- 66.7%. A
shareholder that owns, directly or indirectly, 25% or more of the Fund's
voting securities may be deemed to be a "control person" (as defined in
the Act) of the Fund.
Industry Advisory Board
The Fund also has an Industry Advisory Board which routinely provides
management of the Fund with information and data regarding the electric
utility industry. The members of the Industry Advisory Board, together
with information as to their principal business occupations during at
least the last five years, are set forth below.
H. Peter Burg, Senior Vice President and Chief Financial Officer of Ohio
Edison Company. His address is 76 South Main Street, Akron, Ohio
44308.
H. Lowell Davis, Vice Chairman and Chief Financial Officer of Potomac
Electric Power Company. His address is 1900 Pennsylvania Avenue,
N.W., Washington, D.C. 20068.
Gordon R. Smith, Vice President and Chief Financial Officer, since 1991,
and Vice President, Finance and Rates, from 1987 to 1991, of Pacific
Gas and Electric Company. His address is P.O. Box 770000, San
Francisco, California 94177.
Russel E. Olson, Vice President--Finance and Treasurer of Puget Sound
Power & Light Company. His address is P.O. Box 97034, Bellevue,
Washington 98009.
W. L. Westbrook, Financial Vice President of The Southern Company. His
address is 64 Perimeter Center East, Atlanta, Georgia 30346.
INDEX MANAGEMENT AND ADMINISTRATION AGREEMENTS
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
Index Management Agreement. WFNIA provides management services
pursuant to the Index Management Agreement (the "Management Agreement")
dated May 2, 1991, as revised August 8, 1991, with the Fund, which is
subject to annual approval by (i) the Fund's Board of Directors or (ii)
vote of a majority (as defined in the Act) of the outstanding voting
securities of the Fund, provided that in either event the continuance also
is approved by a majority of the Directors who are not "interested
persons" (as defined in the Act) of the Fund or WFNIA, by vote cast in
person at a meeting called for the purpose of voting on such approval.
The Management Agreement was approved by shareholders at a meeting held on
August 12, 1992 and was last approved by the Fund's Board of Directors,
including a majority of the Directors who are not "interested persons" (as
defined in the Act) of any party to the Management Agreement, at a meeting
held on May 4, 1994. The Management Agreement is terminable without
penalty, on 60 days' notice, by the Fund's Board of Directors or by vote
of the holders of a majority of the Fund's shares, or, upon not less than
90 days' notice, by WFNIA. The Management Agreement will terminate
automatically in the event of its assignment (as defined in the Act).
As compensation for WFNIA's services, the Fund has agreed to pay
WFNIA a monthly index management fee at the annual rate of .10 of 1% of
the value of the Fund's average daily net assets. All fees and expenses
are accrued daily and deducted before declaration of dividends to
investors. For the period December 6, 1991 (commencement of operations)
through October 31, 1992, and for the fiscal years ended October 31, 1993
and 1994, the index management fees payable to WFNIA were $17,322, $79,485
and $88,756, respectively. However, no index management fee was paid for
the period ended October 31, 1992 pursuant to an undertaking by WFNIA. In
addition, Wells Fargo Institutional Trust Company, N.A., the Fund's
custodian, which is owned by WFNIA and Wells Fargo & Company, waived
receipt of $39,311 chargeable to the Fund for custodian fees for the
fiscal year ended October 31, 1992.
The Fund has agreed that neither WFNIA nor Dreyfus will be liable for
any error of judgment or mistake of law or for any loss suffered by the
Fund in connection with the matters to which WFNIA's or Dreyfus'
respective agreements with the Fund relates, except for a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of
WFNIA or Dreyfus, as the case may be, in the performance of its
obligations or from reckless disregard by it of its obligations and duties
under its respective agreements with the Fund.
Administration Agreement. Pursuant to the Administration Agreement
(the "Administration Agreement") dated August 24, 1994 with the Fund,
Dreyfus, together with WFNIA, furnishes the Fund clerical help and
accounting, data processing, bookkeeping, internal auditing and legal
services and certain other services required by the Fund, prepares reports
to the Fund's shareholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities, and
generally assists in all aspects of the Fund's operations, other than
providing investment advice. Dreyfus bears all expenses in connection
with the performance of its services and pays the salaries of all officers
and employees who are employed by both it and its affiliates and the Fund.
The Administration Agreement is subject to annual approval by (i) the
Fund's Board of Directors or (ii) vote of a majority (as defined in the
Act) of the Fund's outstanding voting securities, provided that in either
event the continuance also is approved by a majority of the Directors who
are not "interested persons" (as defined in the Act) of the Fund or
Dreyfus, by vote cast in person at a meeting called for the purpose of
voting on such approval. The Administration Agreement was approved by the
Fund's Board of Directors, including a majority of the Directors who are
not "interested persons" of any party to the Administration Agreement, at
a meeting held on June 1, 1994. The Administration Agreement is
terminable without penalty, on 60 days' notice, by the Fund's Board of
Directors or by vote of the holders of a majority of the Fund's shares.
The Administration Agreement is terminable upon not less than 90 days'
notice by Dreyfus and will terminate automatically in the event of its
assignment (as defined in the Act).
As compensation for Dreyfus' services, the Fund has agreed to pay
Dreyfus a monthly administration fee at the annual rate of .15 of 1% of
the value of the Fund's average daily net assets. For the period December
6, 1991 (commencement of operations) through October 31, 1992 and for the
fiscal years ended October 31, 1993 and 1994, the administration fees
payable to Dreyfus were $25,983, $119,228 and $133,134, respectively.
However, no administration fee was paid for the fiscal year ended October
31, 1992, and the administration fee was reduced by $72,895 for the fiscal
year ended October 31, 1993, pursuant to undertakings by Dreyfus.
The following persons are officers and/or directors of Dreyfus:
Howard Stein, Chairman of the Board and Chief Executive Officer; Julian M.
Smerling, Vice Chairman of the Board of Directors; Joseph S. DiMartino,
President and a director; W. Keith Smith, Chief Operating Officer and a
director; Paul H. Snyder, Vice President--Finance and Chief Financial
Officer; Daniel C. Maclean III, General Counsel and Vice President;
Robert F. Dubuss, Vice President; Elie M. Genadry, Vice President--
Institutional Sales; Henry D. Gottmann, Vice President--Retail Sales and
Service; Jeffrey N. Nachman, Vice President--Fund Administration; Philip
L. Toia, Vice Chairman--Operations and Administration; Lawrence S. Kash,
Vice Chairman--Distribution; Jay R. DeMartine, Vice President--Retail
Marketing; Barbara E. Casey, Vice President--Retirement Services; Diane M.
Coffey, Vice President--Corporate Communications; Katherine C. Wickham,
Vice President--Human Resources; Maurice Bendrihem--Controller; Mark N.
Jacobs, Vice President--Legal and Secretary; and Mandell L. Berman, Alvin
E. Friedman, Lawrence M. Greene, Frank V. Cahouet and David B. Truman,
directors.
Expenses and Expense Information. All expenses incurred in the
operation of the Fund are borne by the Fund, except to the extent
specifically assumed by WFNIA and/or Dreyfus. The expenses borne by the
Fund include the following: organizational costs, taxes, interest,
brokerage fees and commissions, if any, fees of Directors who are not
officers, directors, employees or holders of 5% or more of the outstanding
voting securities of WFNIA or Dreyfus or their affiliates, Securities and
Exchange Commission fees, state Blue Sky qualification fees, index
management and administration fees, charges of custodians, transfer and
dividend disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of
maintaining corporate existence, costs of independent pricing services,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of shareholders' reports and
corporate meetings, costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders, and any extraordinary expenses.
WFNIA and Dreyfus have agreed that if in any fiscal year the
aggregate expenses of the Fund (including fees pursuant to the Management
Agreement and the Administration Agreement, but excluding taxes,
brokerage, interest on borrowings and, with the prior written consent of
the necessary state securities commissions, extraordinary expenses) exceed
the expense limitation of any state having jurisdiction over the Fund, the
Fund may deduct from the fees to be paid to each of WFNIA and Dreyfus, or
Dreyfus will bear, such excess expense in proportion to their management
fee and administration fee, to the extent required by state law. Such
deduction or payment, if any, will be estimated daily and reconciled and
effected or paid, as the case may be, on a monthly basis.
The aggregate of the fees payable to WFNIA and Dreyfus is not subject
to reduction as the value of the Fund's net assets increase.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services Plan."
The Fund has adopted a Shareholder Services Plan (the "Plan")
pursuant to which the Fund reimburses Dreyfus Service Corporation, a
wholly-owned subsidiary of Dreyfus, for certain allocated expenses of
providing personal services and/or maintaining shareholder accounts. The
service provided may include personal services related to shareholder
accounts, such an answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts.
A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Directors for their review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Directors, and by
the Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in the
operation of the Plan, by vote cast in person at a meeting called for the
purpose of considering such amendments. The Plan is subject to annual
approval by such vote of the Directors cast in person at a meeting called
for the purpose of voting on the Plan. The Plan is terminable at any time
by vote of a majority of the Directors who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan.
For the fiscal year ended October 31, 1994, $221,890 was charged to
the Fund under the Plan.
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor
also acts as distributor for the other funds in the Dreyfus Family of
Funds and for certain other investment companies.
Transactions through Securities Dealers. In some states, banks or
other financial institutions effecting transactions in Fund shares may be
required to register as dealers pursuant to state law.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Fund Shares."
Wire Redemption Privilege. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor, and reasonably believed by the Transfer Agent to be genuine.
Ordinarily, the Fund will initiate payment for shares redeemed pursuant to
this Privilege on the next business day after receipt if the Transfer
Agent receives the redemption request in proper form. Redemption proceeds
will be transferred by Federal Reserve wire only to the commercial bank
account specified by the investor on the Account Application or
Shareholder Services Form. Redemption proceeds, if wired, must be in the
amount of $1,000 or more and will be wired to the investor's account at
the bank of record designated in the investor's file at the Transfer
Agent, if the investor's bank is a member of the Federal Reserve System,
or to a correspondent bank if the investor's bank is not a member. Fees
ordinarily are imposed by such bank and usually are borne by the investor.
Immediate notification by the correspondent bank to the investor's bank is
necessary to avoid a delay in crediting the funds to the investor's bank
account.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at 1-800-
654-7171, toll free. Investors should advise the operator that the above
transmittal code must be used and should also inform the operator of the
Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive wire
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Signatures."
Signatures. Written redemption requests must be signed by each
shareholder, including each holder of a joint account, and each signature
must be guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form generally
will be accepted from domestic banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations,
clearing agencies and savings associations, as well as from participants
in the New York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock Exchanges
Medallion Program. 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.
For more information with respect to signature-guarantees, please call one
of the telephone numbers listed on the cover.
Redemption Commitment. The Fund has committed to pay in cash all
redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Board of Directors reserves the right to make payments in
whole or part in securities or other assets of the Fund in case of an
emergency or any time a cash distribution would impair the liquidity of
the Fund to the detriment of the existing shareholders. In such event,
the securities would be valued in the same manner as the Fund's portfolio
is valued. If the recipient sold such securities, brokerage charges would
be incurred.
Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities
and Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services."
Corporate Pension, Profit-Sharing and Personal Retirement Plans. The
Fund makes available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan. In
addition, the Fund makes available Keogh Plans, IRAs, including IRAs set
up under a Simplified Employee Pension Plan ("SEP-IRAs") and IRA "Rollover
Accounts," and 403(b)(7) Plans. Plan support services also are available.
Investors can obtain details on the various plans by calling the following
numbers toll free: for Keogh Plans, please call 1-800-358-5566; for IRAs
and IRA "Rollover Accounts," please call 1-800-645-6561; for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-
7880.
Investors who wish to purchase Fund shares in conjunction with a
Keogh Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request
from the Distributor forms for adoption of such plans.
A fee may be charged by the entity acting as custodian for Keogh
Plans, 403(b)(7) Plans or IRAs, payment of which could require the
liquidation of shares. All fees charged are described in the appropriate
form.
Shares may be purchased in connection with these plans only by direct
remittance to the entity which acts as custodian. Purchases for these
plans may not be made in advance of receipt of funds.
The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans, and SEP-IRAs, with more than one participant, is
$2,500, with no minimum on subsequent purchases. The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans, with only one participant, is normally $750, with no minimum on
subsequent purchases. Individuals who open an IRA also may open a non-
working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan and the
appropriate form of Custodial Agreement for further details as to
eligibility, service fees and tax implications, and should consult a tax
adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
Valuation of Portfolio Securities. The Fund's portfolio securities
are valued at the last sale price on the securities exchange or national
securities market on which such securities are primarily traded.
Securities not listed on an exchange or national securities market, or
securities in which there were no transactions, are valued at the average
of the most recent bid and asked prices. Bid price is used when no asked
price is available. Any securities or other assets for which recent
market quotations are not readily available are valued at fair value as
determined in good faith by the Board of Directors. Expenses and fees,
including the index management and administration fees (reduced by the
expense limitation, if any), are accrued daily and taken into account for
the purpose of determining the net asset value of Fund shares.
New York Stock Exchange Closings. The holidays (as observed) on
which the New York Stock Exchange is closed currently are: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
Management of the Fund believes that the Fund qualified for the
fiscal year ended October 31, 1994 as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended (the "Code"). To
qualify as a regulated investment company, the Fund must distribute at
least 90% of its investment company taxable income (consisting of net
investment income and net short-term capital gain) to its shareholders,
must derive less than 30% of its annual gross income from gain on the sale
of securities held for less than three months, and must meet certain asset
diversification and other requirements. The term "regulated investment
company" does not imply the supervision of management or investment
practices or policies by any government agency.
Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss. In addition, all or a portion of
the gain realized from engaging in "conversion transactions" may be
treated as ordinary income under Section 1258. "Conversion transactions"
are defined to include certain forward, futures, option and "straddle"
transactions, transactions marketed or sold to produce capital gains, or
transactions described in Treasury regulations to be issued in the future.
Any dividend or distribution paid shortly after an investor's
purchase may have the effect of reducing the net asset value of his shares
below the cost of his investment. Such a distribution would be a return
on the investment in an economic sense although taxable as stated in the
Fund's Prospectus. In addition, the Code provides that if a shareholder
holds shares of the Fund for six months or less and has received a capital
gain distribution with respect to such shares, any loss incurred on the
sale of such shares will be treated as a long-term capital loss to the
extent of the capital gain distribution received.
Depending on the composition of the Fund's income, all or a portion
of the dividends paid by the Fund from net investment income may qualify
for the dividends received deduction allowable to certain U.S. corporate
shareholders ("dividends received deduction"). In general, dividend
income of the Fund distributed to qualifying corporate shareholders will
be eligible for the dividends received deduction only to the extent that
(i) the Fund's income consists of dividends paid by U.S. corporations and
(ii) the Fund would have been entitled to the dividends received deduction
with respect to such dividend income if the Fund were not a regulated
investment company. The dividends received deduction for qualifying
corporate shareholders may be further reduced if the shares of the Fund
held by them with respect to which dividends are received are treated as
debt-financed or deemed to have been held for less than 46 days. In
addition, the Code provides other limitations with respect to the ability
of a qualifying corporate shareholder to claim the dividends received
deduction in connection with holding Fund shares.
PORTFOLIO TRANSACTIONS
WFNIA assumes general supervision over placing orders on behalf of
the Fund for the purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in the best
judgment of WFNIA and in a manner deemed fair and reasonable to
shareholders. The primary consideration is prompt execution of orders at
the most favorable net price. Brokers also are selected because of their
ability to handle special executions such as are involved in large block
trades or broad distributions, provided the primary consideration is met.
Portfolio turnover may vary from year to year, as well as within a year.
High turnover rates are likely to result in comparatively greater
brokerage expenses. The overall reasonableness of brokerage commissions
paid is evaluated by WFNIA based upon its knowledge of available
information as to the general level of commissions paid by other
institutional investors for comparable services.
For its portfolio securities transactions for the period December 6,
1991 (commencement of operations) through October 31, 1992 and for the
fiscal years ended October 31, 1993 and 1994, the Fund paid total
brokerage commissions of $52,786, $146,712 and $67,988, respectively, none
of which was paid to the Distributor. There were no spreads or
concessions on principal transactions in fiscal 1992, 1993 and 1994.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Performance Information."
The Fund's average annual total return for the 1 and 2.904 year
periods ended October 31, 1994 was -17.41% and 2.05%, respectively.
Average annual total return is calculated by determining the ending
redeemable value of an investment purchased with a hypothetical $1,000
payment made at the beginning of the period (assuming the reinvestment of
dividends and distributions), dividing by the amount of the initial
investment, taking the "n"th root of the quotient (where "n" is the number
of years in the period) and subtracting 1 from the result.
The Fund's total return for the period December 6, 1991 (commencement
of operations) to October 31, 1994 was 6.07%. 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.
From time to time, advertising materials for the Fund may include
reference to, or discussion of, the dividend income or growth history of
the electric utility industry generally. From time to time, advertising
materials for the Fund also may refer to Morningstar ratings and related
analysis supporting such ratings.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "General
Information."
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-
assessable. Fund shares are of one class and have equal rights as to
dividends and in liquidation. Shares have no preemptive, subscription or
conversion rights and are freely transferable.
The Fund will send annual and semi-annual financial statements to all
its shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT ACCOUNTANTS
Wells Fargo Institutional Trust Company, N.A., 45 Fremont Street, San
Francisco, California 94163, acts as custodian of the Fund's investments.
The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, acts as
transfer and dividend disbursing agent. Neither Wells Fargo Institutional
Trust Company, N.A. nor The Shareholder Services Group, Inc. has any part
in determining the investment policies of the Fund or which securities are
to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York
10004-2696, as counsel for the Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance
of the shares of Common Stock being sold pursuant to the Fund's
Prospectus.
Coopers & Lybrand L.L.P., 1301 Avenue of the Americas, New York, New
York 10019-6013, independent accountants, have been selected as auditors
of the Fund.
APPENDIX
Description of Standard & Poor's Corporation ("S&P") A-1
Commercial Paper Ratings:
The 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 Investors Service, Inc. ("Moody's)
Prime-1 Commercial Paper Ratings:
The rating Prime-1 (P-1) is the highest commercial paper
rating assigned by Moody's. Issuers of P-1 paper must have a superior
capacity for repayment of short-term promissory obligations, and
ordinarily will be evidenced by leading market positions in well
established industries, high rates of return on funds employed,
conservative capitalization structures with moderate reliance on debt and
ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established
access to a range of financial markets and assured sources of alternate
liquidity.
<TABLE>
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
STATEMENT OF INVESTMENTS OCTOBER 31, 1994
SHARES COMMON STOCKS_98.4% VALUE
------- ------------
<S> <C> <C>
39,150 Allegheny Power System..... $ 812,362
61,550 American Electric Power.... 1,969,600
17,550 Atlantic Energy............ 296,156
49,050 Baltimore Gas & Electric... 1,140,412
6,050 Bangor Hydro Electric .... 65,037
4,500 Black Hills................ 92,250
14,875 Boston Edison.............. 347,703
4,225 CILCORP................... 128,862
11,250 CIPSCO..................... 319,219
28,300 CMS Energy................. 650,900
53,500 Carolina Power & Light..... 1,411,062
48,275 Centerior Energy........... 398,269
63,100 Central & South West....... 1,419,750
5,475 Central Hudson Gas & Electric 134,137
7,250 Central Louisiana Electric 156,781
10,425 Central Maine Power........ 119,887
5,100 Central Vermont Public Service 67,575
49,219 CiNergy.................... 1,138,187
3,275 Commonwealth Energy System 123,631
78,350 Consolidated Edison........ 1,948,956
35,400 DPL........................ 721,275
17,600 DQE........................ 532,400
19,425 Delmarva Power & Light..... 366,647
49,000 Detroit Edison............. 1,292,375
56,425 Dominion Resources......... 2,094,778
68,350 Duke Power................. 2,708,369
2,914 Eselco.................... 69,936
6,150 Eastern Utilities Association 134,531
57,475 (a) El Paso Electric 61,067
4,250 Empire District Electric 68,531
76,217 Entergy.................... 1,781,570
63,575 FPL Group.................. 2,105,922
30,962 Florida Progress........... 905,638
38,275 General Public Utilities... 985,581
2,775 Green Mountain Power 69,722
9,150 Hawaiian Electric Industries 297,375
43,550 Houston Industries......... 1,518,806
9,300 IES Industries 238,312
12,475 IPALCO Enterprises......... 377,369
12,250 Idaho Power................ 283,281
25,000 Illinova................... 493,750
3,250 Interstate Power 72,313
9,575 Iowa-Illinois Gas & Electric 196,288
12,500 KU Energy.................. 340,625
20,500 Kansas City Power & Light.. 458,688
10,850 LG & E Energy.............. 410,944
38,875 Long Island Lighting....... 690,031
6,200 MDU Resources Group 168,175
3,425 Madison Gas & Electric 113,025
2,925 Maine Public Service 69,469
17,975 Midwest Resources.......... 253,897
10,250 Minnesota Power & Light.... 267,781
17,325 Montana Power.............. 398,475
21,825 NIPSCO Industries.......... 608,372
13,625 Nevada Power............... 269,094
SHARES COMMON STOCKS (CONTINUED) VALUE
------- ------------
21,575 New England Electric System $ 676,916
23,300 New York State Electric & Gas 442,700
47,625 Niagara Mohawk Power....... 654,844
41,350 Northeast Utilities........ 956,219
22,300 Northern States Power...... 989,563
2,650 Northwestern Public Service .. 68,900
50,725 Ohio Edison................ 976,456
13,325 Oklahoma Gas & Electric.... 449,719
4,325 Orange/Rockland Utilities.. 131,372
3,575 Otter Tail Power........... 116,634
73,875 PECO Energy................ 1,893,047
143,875 Pacific Gas & Electric...... 3,237,188
94,075 PacifiCorp................. 1,658,072
50,525 Pennsylvania Power & Light. 991,553
28,925 Pinnacle West Capital...... 538,728
16,375 Portland General........... 284,516
38,975 Potomac Electric Power..... 750,269
19,900 Public Service Co. of Colorado 542,275
13,600 (a) Public Service Co. of New Mexico 168,300
81,675 Public Service Enterprise Group 2,143,969
20,925 Puget Sound Power & Light.. 423,731
12,150 Rochester Gas & Electric... 253,631
15,450 SCANA...................... 666,281
149,350 SCEcorp..................... 2,072,231
2,475 St. Joseph Light & Power 67,753
38,725 San Diego Gas & Electric... 774,500
9,475 Sierra Pacific Resources 182,394
216,750 Southern.................... 4,280,813
5,033 Southern Indiana Gas & Electric 134,633
13,500 Southwestern Public Service 352,688
38,400 TECO Energy................ 744,000
4,975 TNP Enterprises.......... 69,028
75,375 Texas Utilities............ 2,459,109
52,800 (a) Tucson Electric Power 184,800
10,550 UGI.................... 212,319
4,038 UNITIL.................. 68,646
71,250 Unicom..................... 1,540,781
33,975 Union Electric............. 1,218,853
4,575 United Illuminating 139,538
4,250 Upper Peninsula Power 66,938
14,625 UtiliCorp United........... 404,016
9,975 WPL Holdings............. 281,794
17,250 Washington Water Power..... 252,281
20,399 Western Resources.......... 589,021
35,462 Wisconsin Energy........... 939,743
7,825 Wisconsin Public Service 215,188
----------
TOTAL COMMON STOCKS
(cost $87,085,665)......... $70,431,098
===========
</TABLE>
<TABLE>
<S> <C> <C>
TOTAL INVESTMENTS
(cost $87,085,665).......... 98.4% $70,431,098
===== ===========
CASH AND RECEIVABLES (NET).. 1.6% $ 1,155,782
===== ===========
NET ASSETS.................. 100.0% $71,586,880
===== ===========
</TABLE>
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1994
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $87,085,665)_see statement...................................... $ 70,431,098
Receivable for investment securities sold............................... 1,266,068
Dividends receivable.................................................... 271,414
Prepaid expenses........................................................ 57,418
------------
72,025,998
LIABILITIES:
Due to Wells Fargo Nikko Investment Advisors............................ $ 45,506
Due to Wells Fargo Institutional Trust Company, N.A..................... 13,892
Due to The Dreyfus Corporation.......................................... 19,292
Payable for investment securities purchased............................. 247,965
Accrued expenses........................................................ 112,463 439,118
--------- ------------
NET ASSETS.................................................................. $ 71,586,880
============
REPRESENTED BY:
Paid-in capital......................................................... $ 89,280,871
Accumulated undistributed investment income-net......................... 311,690
Accumulated net realized (loss) on investments.......................... (1,351,114)
Accumulated net unrealized (depreciation) on investments_Note 3......... (16,654,567)
------------
NET ASSETS at value applicable to 6,350,024 shares outstanding
(200 million shares of .001 par value Common Stock authorized).......... $ 71,586,880
============
NET ASSET VALUE, offering and redemption price per share
($71,586,880 / 6,350,024 shares)........................................ $11.27
======
See notes to financial statements.
</TABLE>
<TABLE>
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1994
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends........................................................ $ 5,657,198
Interest ............................................................. 25,745
-------------
TOTAL INCOME.................................................... $ 5,682,943
EXPENSES:
Index management fee_Note 2(a)........................................ 88,756
Administration fee_Note 2(a).......................................... 133,134
Shareholder servicing costs_Note 2(b)................................. 270,208
Auditing fees......................................................... 58,566
Organization expenses................................................. 32,107
Registration fees..................................................... 22,814
Directors' fees and expenses_Note 2(c)................................ 20,320
Prospectus and shareholders' reports.................................. 11,353
Legal Fees............................................................ 11,181
Miscellaneous......................................................... 12,679
-------------
TOTAL EXPENSES.................................................. 661,118
----------
INVESTMENT INCOME_NET.......................................... 5,021,825
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
Net realized (loss) on investments_Note 3............................... $ (1,108,323)
Net unrealized (depreciation) on investments............................ (23,241,389)
-------------
NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS............... (24,349,712)
----------
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...................... $(19,327,887)
=============
See notes to financial statements.
</TABLE>
<TABLE>
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED OCTOBER 31,
------------------------------
1993 1994
------------ ------------
<S> <C> <C>
OPERATIONS:
Investment income_net................................................... $ 3,813,361 $ 5,021,825
Net realized gain (loss) on investments................................. 1,346,006 (1,108,323)
Net unrealized appreciation (depreciation) on investments for the year.. 5,953,464 (23,241,389)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....... 11,112,831 (19,327,887)
------------ ------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income_net................................................... (3,664,204) (4,973,199)
Net realized gain on investments........................................ (38,126) (1,583,630)
------------ ------------
TOTAL DIVIDENDS....................................................... (3,702,330) (6,556,829)
------------ ------------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................... 87,326,728 21,670,447
Dividends reinvested.................................................... 3,593,205 6,267,926
Cost of shares redeemed................................................. (17,356,547) (48,302,007)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS..... 73,563,386 (20,363,634)
------------ ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS........................... 80,973,887 (46,248,350)
NET ASSETS:
Beginning of year....................................................... 36,861,343 117,835,230
------------ ------------
End of year (including undistributed investment income_net:
$263,064 in 1993 and $311,690 in 1994)................................ $117,835,230 $ 71,586,880
============ =============
SHARES SHARES
------------ ------------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 6,150,709 1,734,060
Shares issued for dividends reinvested.................................. 249,390 509,209
Shares redeemed......................................................... (1,204,315) (3,914,083)
------------ ------------
NET INCREASE (DECREASE) IN SHARES OUTSTANDING......................... 5,195,784 (1,670,814)
============ =============
See notes to financial statements.
</TABLE>
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page 3 of the Fund's Prospectus dated
February 28, 1995.
See notes to financial statements.
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1_SIGNIFICANT ACCOUNTING POLICIES:
Wells Fargo Nikko Investment Advisors ("WFNIA") serves as the Fund's
index manager. WFNIA is a registered investment adviser. Wells Fargo
Institutional Trust Company, N.A. an affiliate of WFNIA, is the custodian of
the Fund's investments. The Dreyfus Corporation ("Dreyfus") serves as the
Fund's administrator. Dreyfus Service Corporation, a wholly-owned subsidiary
of Dreyfus, until August 24, 1994, acted as the exclusive distributor of the
Fund's shares, which are sold without a sales charge. Effective August 24,
1994, Dreyfus became a direct subsidiary of Mellon Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of Institutional Administration Services, Inc., a provider of
mutual fund administration services, the parent company of which is Boston
Institutional Group, Inc.
(A) PORTFOLIO VALUATION: Investments in securities (including financial
futures) are valued at the last sales price on the securities exchange on
which such securities are primarily traded or at the last sales price on the
national securities market. Securities not listed on an exchange or the
national securities market, or securities for which there were no
transactions, are valued at the average of the most recent bid and asked
prices. Bid price is used when no asked price is available. Short-term
investments are carried at amortized cost, which approximates value.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discount on investments, is recognized on
the accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net are declared and paid on a
quarterly basis. Dividends from net realized capital gain are normally
declared and paid annually, but the Fund may make distributions on a more
frequent basis to comply with the distribution requirements of the Internal
Revenue Code. To the extent that net realized capital gain can be offset by
capital loss carryovers, it is the policy of the Fund not to distribute such
gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
The Fund has an unused capital loss carryover of approximately $512,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to October 31, 1994. If not
applied, the carryover expires in fiscal 2002.
NOTE 2_MANAGEMENT FEE, ADMINISTRATION FEE AND OTHER TRANSACTIONS WITH
AFFILIATES:
(A) Fees paid by the Fund pursuant to the provisions of an Index
Management Agreement with WFNIA and an Administration Agreement with Dreyfus
are payable monthly. WFNIA and Dreyfus receive annual fees of .10 of 1% and
.15 of 1%, respectively, of the average daily value of the Fund's net assets.
The agreements further provide that if the aggregate expenses of the Fund,
exclusive of interest, taxes,
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
brokerage and extraordinary expenses, exceed the expense limitation of any
state having jurisdiction over the Fund, the Fund may deduct from the fees to
be paid to each of WFNIA and Dreyfus, or WFNIA and Dreyfus will each bear,
such excess expense in proportion to their respective fees. The most
stringent state expense limitation applicable to the Fund presently requires
reimbursement of expenses in any full fiscal year that such expenses exceed 21
/2% of the first $30 million, 2% of the next $70 million and 11/2% of the
excess over $100 million of the average value of the Fund's net assets in
accordance with California "blue sky" regulations. There was no expense
reimbursement for the year ended October 31, 1994.
(B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation an amount not to exceed an annual rate of .25 of
1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts. During the year ended
October 31, 1994, the Fund was charged an aggregate of $221,890 pursuant to
the Shareholder Services Plan.
(C) Prior to August 24, 1994, certain officers and directors of the Fund
were "affiliated persons," as defined in the Act, of Dreyfus. Each director
who is not an "affiliated person" receives an annual fee of $2,500 and an
attendance fee of $500 per meeting.
NOTE 3_SECURITIES TRANSACTIONS:
The aggregate amount of purchases and sales of investment securities,
other than short-term securities, for the year ended October 31, 1994
amounted to $7,920,790 and $30,769,922, respectively.
At October 31, 1994, accumulated net unrealized depreciation on
investments was $16,654,567, consisting of $11,894 gross unrealized
appreciation and $16,666,461 gross unrealized depreciation.
At October 31, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF
DREYFUS EDISON ELECTRIC INDEX FUND, INC.:
We have audited the accompanying statement of assets and liabilities of
Dreyfus Edison Electric Index Fund, Inc. (the Fund), including the statement
of investments, as of October 31, 1994, the related statement of operations
for the year then ended, the statement of changes in net assets for each of
the two years in the period then ended, and the financial highlights for each
of the two years in the period then ended and for the period from December 6,
1991 (commencement of operations) to October 31, 1992. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 1994, by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Edison Electric Index Fund, Inc. as of October 31, 1994,
the results of its operations, the changes in its net assets and the
financial highlights for the periods referred to above, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND, L.L.P.
New York, New York
December 13, 1994
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information for the period from December
6, 1991 (commencement of operations) to October 31, 1992 and
for the fiscal years ended October 31, 1993 and 1994.
Included in Part B of the Registration Statement:
Statement of Investments--October 31, 1994.
Statement of Assets and Liabilities--October 31, 1994.
Statement of Operations--year ended October 31, 1994.
Statement of Changes in Net Assets--For the fiscal years
ended October 31, 1993 and 1994.
Notes to Financial Statements.
Report of Coopers & Lybrand L.L.P., Independent
Accountants, dated December 13, 1994.
Schedule Nos. I through VII and other financial statement information, for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are not
required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
which are included in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ ______________________________________________________
(b) Exhibits:
(1) Articles of Incorporation is incorporated by reference to Exhibit
(1) of Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A, filed on February 8, 1994.
(2) By-Laws are incorporated by reference to Exhibit (2) of Post-
Effective Amendment No. 3 to the Registration Statement on Form
N-1A, filed on February 8, 1994.
(5)(a) Index Management Agreement is incorporated by reference to Exhibit
(5)(a) of Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A, filed on February 8, 1994.
(5)(b) Administration Agreement.
(6) Distribution Agreement.
(8) Custody Agreement is incorporated by reference to Exhibit (8)
of Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on June 26, 1991.
(9) Shareholder Services Plan.
(10) Opinion and consent of Stroock & Stroock & Lavan dated June 24,
1991 is incorporated by reference to Exhibit (10) of Post-
Effective Amendment No. 3 to the Registration Statement on Form
N-1A, filed on February 8, 1994.
(11) Consent of Coopers & Lybrand L.L.P., Independent Accountants.
Other Exhibits
(a) Powers of Attorney of the Directors
(b) Power of Attorney
(c) Certificate of Assistant Secretary
Item 25. Persons Controlled by or under Common Control with Registrant.
Not Applicable
Item 26. Number of Holders of Securities.
(1) (2)
Number of Record
Title of Class Holders as of December 6, 1994
Shares of Common Stock
par value $.001 per share 1,653
Item 27. Indemnification
The Statement as to the general effect of any contract,
arrangements or statute under which a director, officer,
underwriter or affiliated person of the Registrant is insured or
indemnified is incorporated by reference to Item 27 of Part C of
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on June 26, 1991.
Reference is also made to the Distribution Agreement filed as
Exhibit (6) thereto.
Item 28. Business and Other Connections of Investment Adviser.
______ ____________________________________________________
Please refer to Form ADV of Wells Fargo Nikko Investment Advisors
(SEC File No. 801-36479).
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Florida Intermediate Municipal Bond Fund
19) Dreyfus Florida Municipal Money Market Fund
20) Dreyfus Focus Funds, Inc.
21) The Dreyfus Fund Incorporated
22) Dreyfus Global Bond Fund, Inc.
23) Dreyfus Global Growth, L.P. (A Strategic Fund)
24) Dreyfus Global Investing, Inc.
25) Dreyfus GNMA Fund, Inc.
26) Dreyfus Government Cash Management
27) Dreyfus Growth and Income Fund, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) Dreyfus Investors GNMA Fund
35) The Dreyfus Leverage Fund, Inc.
36) Dreyfus Stock Index Fund
37) Dreyfus Liquid Assets, Inc.
38) Dreyfus Massachusetts Intermediate Municipal Bond Fund
39) Dreyfus Massachusetts Municipal Money Market Fund
40) Dreyfus Massachusetts Tax Exempt Bond Fund
41) Dreyfus Michigan Municipal Money Market Fund, Inc.
42) Dreyfus Money Market Instruments, Inc.
43) Dreyfus Municipal Bond Fund, Inc.
44) Dreyfus Municipal Cash Management Plus
45) Dreyfus Municipal Money Market Fund, Inc.
46) Dreyfus New Jersey Intermediate Municipal Bond Fund
47) Dreyfus New Jersey Municipal Bond Fund, Inc.
48) Dreyfus New Jersey Municipal Money Market Fund, Inc.
49) Dreyfus New Leaders Fund, Inc.
50) Dreyfus New York Insured Tax Exempt Bond Fund
51) Dreyfus New York Municipal Cash Management
52) Dreyfus New York Tax Exempt Bond Fund, Inc.
53) Dreyfus New York Tax Exempt Intermediate Bond Fund
54) Dreyfus New York Tax Exempt Money Market Fund
55) Dreyfus Ohio Municipal Money Market Fund, Inc.
56) Dreyfus 100% U.S. Treasury Intermediate Term Fund
57) Dreyfus 100% U.S. Treasury Long Term Fund
58) Dreyfus 100% U.S. Treasury Money Market Fund
59) Dreyfus 100% U.S. Treasury Short Term Fund
60) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
61) Dreyfus Pennsylvania Municipal Money Market Fund
62) Dreyfus Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) Dreyfus Short-Term Income Fund, Inc.
65) The Dreyfus Socially Responsible Growth Fund, Inc.
66) Dreyfus Strategic Growth, L.P.
67) Dreyfus Strategic Income
68) Dreyfus Strategic Investing
69) Dreyfus Tax Exempt Cash Management
70) Dreyfus Treasury Cash Management
71) Dreyfus Treasury Prime Cash Management
72) Dreyfus Variable Investment Fund
73) Dreyfus-Wilshire Target Funds, Inc.
74) Dreyfus Worldwide Dollar Money Market Fund, Inc.
75) First Prairie Cash Management
76) First Prairie Diversified Asset Fund
77) First Prairie Money Market Fund
78) First Prairie Municipal Money Market Fund
79) First Prairie Tax Exempt Bond Fund, Inc.
80) First Prairie U.S. Government Income Fund
81) First Prairie U.S. Treasury Securities Cash Management
82) General California Municipal Bond Fund, Inc.
83) General California Municipal Money Market Fund
84) General Government Securities Money Market Fund, Inc.
85) General Money Market Fund, Inc.
86) General Municipal Bond Fund, Inc.
87) General Municipal Money Market Fund, Inc.
88) General New York Municipal Bond Fund, Inc.
89) General New York Municipal Money Market Fund
90) Pacific American Fund
91) Peoples Index Fund, Inc.
92) Peoples S&P MidCap Index Fund, Inc.
93) Premier Insured Municipal Bond Fund
94) Premier California Municipal Bond Fund
95) Premier GNMA Fund
96) Premier Growth Fund, Inc.
97) Premier Municipal Bond Fund
98) Premier New York Municipal Bond Fund
99) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President and Chief President and
Operating Officer Treasurer
Joseph F. Tower, III+ Senior Vice President and Chief Assistant
Financial Officer Treasurer
John E. Pelletier+ Senior Vice President and General Vice President
Counsel and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary
John J. Pyburn++ Vice President Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary None
Ruth D. Leibert++ Assistant Vice President Assistant
Secretary
Paul D. Furcinito++ Assistant Vice President Assistant
Secretary
John W. Gomez+ Director None
William J. Nutt+ Director None
___________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
3. Wells Fargo Institutional Trust Company, N.A.
45 Fremont Street
San Francisco, California 94163
4. Wells Fargo Nikko Investment Advisors
45 Fremont Street
San Francisco, California 94163
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant 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 28th day of December, 1994.
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
BY:/s/ Marie E. Connolly*
Marie, E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signatures Title Date
__________________________ ______________________________ __________
/s/Marie E. Connolly* President and Treasurer (Principal 12/28/94
___________________________ Executive, Financial and Accounting
Marie E. Connolly Officer)
/s/David P. Feldman* Director 12/28/94
___________________________
David P. Feldman
/s/Jack R. Meyer* Director 12/28/94
_____________________________
Jack R. Meyer
/s/John Szarkowski* Director 12/28/94
_____________________________
John Szarkowski
/s/Anne Wexler* Director 12/28/94
_____________________________
Anne Wexler
*BY: /s/ Ruth D. Leibert
__________________________
Ruth D. Leibert,
Attorney-in-Fact
EXHIBIT INDEX
ITEM EXHIBIT PAGE
(5)(b) Administration Agreement.
(6) Distribution Agreement.
(9) Shareholder Services Plan.
(11) Consent of Coopers & Lybrand L.L.P., Independent Accountants.
Other Exhibits:
(a) Power of Attorney of the Directors.
(b) Power of Attorney.
(c) Certificate of Assistant Secretary.
ADMINISTRATION AGREEMENT
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
August 24, 1994
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
Dreyfus Edison Electric Index Fund, Inc., a Maryland
corporation (the "Fund"), herewith confirms its agreement with you
("Dreyfus") as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its Articles of Incorporation
and in its Prospectus and Statement of Additional Information as
from time to time in effect, copies of which have been or will be
submitted to Dreyfus, and in such manner and to such extent as
from time to time may be approved by the Fund's Board of
Directors. The Fund intends to employ Wells Fargo Nikko
Investment Advisors ("WFNIA") to act as its index fund manager and
desires to employ Dreyfus to act as its administrator.
In this connection it is understood that from time to
time Dreyfus will employ or associate with itself such person or
persons as Dreyfus may believe to be particularly fitted to assist
it in the performance of this Agreement. Such person or persons
may be officers or employees who are employed by both Dreyfus and
the Fund. The compensation of such person or persons shall be
paid by Dreyfus and no obligation may be incurred on the Fund's
behalf in any such respect.
Subject to the supervision and control of the Board of
Directors of the Fund, Dreyfus will assist in supervising all
aspects of the Fund's operations except investment management of
the Fund's portfolio, which shall be performed by WFNIA under its
Index Management Agreement with the Fund. It is understood that
Dreyfus shall not act and shall not be required to act as an
investment adviser or have any authority to supervise the invest-
ment or reinvestment of the cash, securities or other property
comprising the Fund's assets or to determine what securities or
other property may be purchased or sold by the Fund.
Dreyfus will supply office facilities (which may be in
Dreyfus' own offices), data processing services, clerical,
accounting and bookkeeping supervisory services, internal auditing
and legal services, internal executive and administrative
services, and stationery and office supplies; and prepare reports
to the Fund's stockholders, tax returns, reports to and filings
with the Securities and Exchange Commission and state Blue Sky
authorities. You shall have the right, at your expense, to engage
other entities to assist you in performing some or all of your
obligations pursuant to this agreement, provided each such entity
enters into an agreement with you in form and substance reasonably
satisfactory to the Fund. You agree to be liable for the acts or
omissions of each such entity to the same extent as if you had
acted or failed to act under the circumstances.
Dreyfus shall exercise its best judgment in rendering
the services to be provided hereunder and the Fund agrees as an
inducement to Dreyfus' undertaking the same that Dreyfus shall not
be liable hereunder for any error of judgment or mistake of law or
for any loss suffered by the Fund, provided that nothing herein
shall be deemed to protect or purport to protect Dreyfus against
any liability to the Fund or to its security holders to which
Dreyfus would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
its duties hereunder, or by reason of Dreyfus' reckless disregard
of its obligations and duties hereunder.
In consideration of the services rendered pursuant to
this Agreement, the Fund will pay Dreyfus a fee calculated daily
and paid monthly at the annual rate of .15 of 1% of the Fund's
average daily net assets. Net asset value shall be computed on
such days and at such time or times as described in the Fund's
then-current Prospectus and Statement of Additional Information.
Upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination
of this Agreement.
For the purpose of determining fees payable to Dreyfus,
the value of the Fund's net assets shall be computed in the manner
specified in the Fund's Articles of Incorporation for the computa-
tion of the value of the Fund's net assets.
Dreyfus will bear all expenses in connection with the
performance of its services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be borne
by the Fund, except to the extent specifically assumed by Dreyfus
or WFNIA. The expenses to be borne by the Fund include, without
limitation, the following: organizational costs, taxes, interest,
brokerage fees and commissions, if any, fees of directors who are
not officers, directors, employees or holders of 5% or more of the
outstanding voting securities of WFNIA or Dreyfus or any of their
affiliates, Securities and Exchange Commission fees and state Blue
Sky qualification fees, index management and administration fees,
charges of custodians, transfer and dividend disbursing agents'
fees, certain insurance premiums, industry association fees,
outside auditing and legal expenses, costs of maintaining
corporate existence, costs of independent pricing services, costs
attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of preparing, printing
and distributing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, costs of shareholders' reports and
corporate meetings, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to this Agreement and the Fund's Index
Management Agreement, but excluding interest, taxes, brokerage
and, with the prior written consent of the necessary state
securities commissions, extraordinary expenses) exceed the expense
limitations of any state having jurisdiction over the Fund, the
Fund may deduct from the fees to be paid hereunder, or Dreyfus
will bear, to the extent required by state law, that portion of
such excess expense which bears the same relation to the total of
such excess as Dreyfus' fee hereunder bears to the total fee
otherwise payable for the fiscal year by the Fund pursuant to this
Agreement and the Index Management Agreement between the Fund and
WFNIA. Dreyfus' obligation pursuant hereto is limited to the
amount of its fees hereunder. Such deduction or payment, if any,
will be estimated daily, and reconciled and effected or paid, as
the case may be, on a monthly basis.
The Fund understands that Dreyfus now acts and will
continue to act as administrator of various investment companies
and fiduciary or other managed accounts, and the Fund has no
objection to Dreyfus' so acting. In addition, it is understood
that the persons employed by Dreyfus to assist in the performance
of its duties hereunder will not devote their full time to such
service and nothing contained herein shall be deemed to limit or
restrict the right of Dreyfus or the right of any affiliate of
Dreyfus to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
Any person, even though also an officer, director,
partner, employee or agent of Dreyfus, who may be or become an
officer, director, employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on any business of
the Fund, to be rendering such services to or acting solely for
the Fund and not as an officer, director, partner, employee, or
agent or one under the control or direction of Dreyfus even though
paid by it.
The Fund recognizes that from time to time directors,
officers and employees of Dreyfus may serve as directors,
partners, trustees, officers and employees of other corporations,
partnerships, business trusts and other entities (including other
investment companies) and that such other entities may include the
name "Dreyfus" as part of their name, and that Dreyfus or its
affiliates may enter into administration or other agreements with
such other entities. If Dreyfus ceases to act as the Fund's
administrator, the Fund agrees that, at Dreyfus' request, the Fund
will take all necessary action to change the name of the Fund to a
name not including "Dreyfus" in any form or combination of words.
This Agreement shall continue until May 14, 1995, and
thereafter shall continue automatically for successive annual
periods ending on May 14 of each year, provided such continuance
is specifically approved at least annually by (i) the Fund's Board
of Directors or (ii) vote of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting
securities, provided that in either event its continuance also is
approved by a majority of the Fund's Directors who are not
"interested persons" (as defined in said Act) of any party to this
Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. After May 14, 1995, this
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board of Directors or by vote of holders of a majority
of the Fund's shares or, upon not less than 90 days' notice, by
Dreyfus. This Agreement also will terminate automatically in the
event of its assignment (as defined in said Act).
If the foregoing is in accordance with your understand-
ing, will you kindly so indicate by signing and returning to us
the enclosed copy hereof.
Very truly yours,
DREYFUS EDISON ELECTRIC INDEX
FUND, INC.
By: /s/ Ruth Leibert
----------------
Assistant Secretary
Accepted:
THE DREYFUS CORPORATION
By: /s/ Mark N. Jacobs
------------------
Vice President
DISTRIBUTION AGREEMENT
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
August 24, 1994
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agree-
ments 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 Securi-
ties 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 there-
under. As used in this agreement the terms "registration state-
ment" 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 amend-
ment 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 Securi-
ties 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 there-
with) which you, your officers and directors, or any such con-
trolling 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 control-
ling 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 con-
trols the Fund within the meaning of Section 15 of the Securi-
ties 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 there-
with) 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 pro-
spectus, 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 amend-
ments 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 pro-
spectus 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 registra-
tion 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
investment companies advised or administered by The Dreyfus
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
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 EDISON ELECTRIC INDEX
FUND, INC.
By: /s/ John E. Pelletier
---------------------
Secretary
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By: /s/ Joseph F. Tower III
________________________
EXHIBIT A
Reapproval Date Reapproval Day
May 14, 1996 May 14th
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
Dreyfus Service Corporation ("DSC") for certain allocated
expenses of providing personal services and/or maintaining
shareholder accounts to (a) shareholders of each series of the
Fund or class of Fund shares set forth on Exhibit A hereto, as
such Exhibit may be revised from time to time, or (b) if no
series or classes are set forth on such Exhibit, shareholders of
the Fund. The Plan is not to be adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Act"),
and the fee under the Plan is intended to be a "service fee" as
defined in Article III, Section 26 (a "Service Fee"), of the NASD
Rules of Fair Practice (the "NASD Rules").
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use Fund assets for such purposes.
In voting to approve the implementation of such a plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall reimburse DSC an amount not to
exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for its allocated expenses of providing
personal services to shareholders and/or maintaining shareholder
accounts; provided that, at no time, shall the amount paid to DSC
under this Plan, together with amounts otherwise paid by the
Fund, or each series or class identified on Exhibit A, as a
Service Fee under the NASD Rules, exceed the maximum amount then
payable under the NASD Rules as a Service Fee. The amount of
such reimbursement shall be based on an expense allocation
methodology prepared by DSC annually and approved by the Fund's
Board or on any other basis from time to time deemed reasonable
by the Fund's Board.
2. For the purposes of determining the fees payable
under this Plan, the value of the net assets of the Fund or the
net assets attributable to each series or class of Fund shares
identified on Exhibit A, shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
3. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
4. This Plan will become effective immediately upon
approval by a majority of the Board members, including a majority
of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on
the approval of this Plan.
5. This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4 hereof.
6. This Plan may be amended at any time by the Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
7. This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan.
Dated: August 11, 1993
As Revised: November 9, 1994
EXHIBIT A
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Dreyfus Edison Electric Index Fund, Inc.:
We consent to the inclusion in Post-Effective Amendment No. 4 to
the Registration Statement of Dreyfus Edison Electric Index
Fund, Inc. on Form N-1A (File No. 33-39379) of our report dated
December 13, 1994, on our audit of the financial statements and
financial highlights of the Fund, which report is included in
the Annual Report to Shareholders for year ended October 31,
1994.
COOPERS & LYBRAND L.L.P.
New York, New York
December 27, 1994
OTHER EXHIBIT (a)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric B.
Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with full
power to act without the other, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement for each
Fund listed on Schedule A attached hereto (including post-effective amendments
and amendments thereto), and th file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of the,
full power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
/s/ David P. Feldman
_________________________________
David P. Feldman, Board Member
/s/ Jack R. Meyer
_________________________________
Jack R. Meyer, Board Member
/s/ Jan J. Sagett
_________________________________
Jan J. Sagett*, Board Member
/s/ John Szarkowski
_________________________________
John Szarkowski, Board Member
/s/ Anne Wexler
_________________________________
Anne Wexler, Board Member
*Dreyfus Edison Electric Index Fund, Inc. only
Dated: August 29, 1994
SCHEDULE A
Dreyfus Edison Electric Index Fund, Inc.
Dreyfus-Wilshire Target Funds, Inc.
Dreyfus Stock Index Fund
Peoples Index Fund, Inc.
Peoples S&P MidCap Index Fund, Inc.
OTHER EXHIBIT
(b)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric B.
Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with full
power to act without the other, her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for her and in her name,
place and stead, in any and all capacities (until revoked in writing) to sign
any and all amendments to the Registration Statement for Dreyfus Edison Electric
Index Fund, Inc. (including post-effective amendments and amendments thereto),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereto.
/s/ Marie E. Connolly
________________________________ October 5, 1994
Marie E. Connolly, President
OTHER EXHIBIT (c)
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
Certificate of Assistant Secretary
The undersigned, Ruth D. Leibert, Assistant Secretary of Dreyfus
Edison Electric Index Fund, Inc. (the "Fund"), hereby certifies that set
forth below is a copy of the resolution adopted by the Fund's Board of
Directors authorizing the signing by Frederick C. Dey, Eric B. Fischman, Ruth
D. Leibert and John Pelletier on behalf of the proper officers of the Fund
pursuant to a power
of attorney.
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto, may be signed by any one of
Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert and John Pelletier as
the attorney-in-fact for the proper officers of the Fund, with full power of
substitution and resubstitution; and that the appointment of each of such
persons as such attorney-in-fact hereby is authorized and approved; and that
such attorneys-in-fact, and each of them, shall have full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection with such Registration Statement and any
and all amendments and supplements thereto, as fully to all intents and
purposes as the officer, for whom he or she is acting as attorney-in-fact,
might or could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
Seal of the Fund on December 15, 1994.
/s/ Ruth D. Leibert
_________________________________
Ruth D. Leibert
Assistant Secretary
(SEAL)
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