File Nos. 33-41078
811-6325
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.)
PEOPLES S&P MIDCAP INDEX FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box)
immediately upon filing pursuant to paragraph (b) of Rule 485
X on January 21, 1994 pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a) of Rule 485
on (date) pursuant to paragraph (a) of Rule 485
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended October 31, 1993 was filed on December 29, 1993.
PEOPLES S&P MIDCAP 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 2
4 General Description of Registrant 3, 12
5 Management of the Fund 6
6 Capital Stock and Other Securities 12
7 Purchase of Securities Being Offered 6
8 Redemption or Repurchase 8
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
_________
10 Cover Page B-1
11 Table of Contents B-1
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-7
Holders of Securities
16 Investment Advisory and Other B-8
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
PEOPLES S&P MIDCAP 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-10, B-11
of Securities Being Offered
20 Tax Status B-14
21 Underwriters B-10
22 Calculations of Performance Data B-16
23 Financial Statements B-19
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-2
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-12
31 Management Services C-12
32 Undertakings C-12
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS JANUARY 21, 1994
PEOPLES S&P MIDCAP INDEX FUND, INC.
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PEOPLES S&P MIDCAP 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 OF MEDIUM-SIZE DOMESTIC COMPANIES
IN THE AGGREGATE, AS REPRESENTED BY THE STANDARD & POOR'S MIDCAP 400 INDEX.
IN ANTICIPATION OF TAKING A MARKET POSITION, THE FUND IS PERMITTED TO
PURCHASE AND SELL STOCK INDEX FUTURES WHICH INVOLVES CERTAIN RISKS. THE FUND
IS NEITHER SPONSORED BY NOR AFFILIATED WITH STANDARD & POOR'S CORPORATION.
WOODBRIDGE CAPITAL MANAGEMENT, INC. ("WCM") SERVES AS THE FUND'S
INDEX FUND MANAGER.
THE DREYFUS CORPORATION ("DREYFUS") SERVES AS THE FUND'S ADMINISTRATOR.
DREYFUS SERVICE CORPORATION (THE "DISTRIBUTOR"), A WHOLLY-OWNED SUBSIDIARY
OF DREYFUS, SERVES AS THE FUND'S DISTRIBUTOR.
SHAREHOLDERS WHO REDEEM SHARES WITHIN SIX MONTHS OF THE OPENING
OF THEIR ACCOUNT WILL BE CHARGED A 1% REDEMPTION FEE WHICH WILL BE DEDUCTED
FROM REDEMPTION PROCEEDS. HOWEVER, THE REDEMPTION FEE WILL NOT BE APPLICABLE
TO SHARES HELD IN OMNIBUS ACCOUNTS.
--------------
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT YOU
SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION),
DATED JANUARY 21, 1994, WHICH MAY BE REVISED FROM TIME TO TIME, PROVIDES A
FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH
MAY BE OF INTEREST TO SOME INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE
COPY, WRITE TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK
11556-0144, OR CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR 666.
--------------
THE FUND'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. THE
FUND'S SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL. THE FUND'S SHARE PRICE AND INVESTMENT RETURN FLUCTUATE AND ARE
NOT GUARANTEED.
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
FEE TABLE................................................ 2
CONDENSED FINANCIAL INFORMATION.......................... 2
DESCRIPTION OF THE FUND.................................. 3
MANAGEMENT OF THE FUND................................... 6
HOW TO BUY FUND SHARES................................... 6
HOW TO REDEEM FUND SHARES................................ 8
SHAREHOLDER SERVICES..................................... 10
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.
- -------------------------------------------------------------------------------
FEE TABLE
SHAREHOLDER TRANSACTION EXPENSES:
Redemption Fees (as a percentage of amount redeemed)........... 1.00%
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average daily net assets)
Management Fees................................................ .10%
Shareholder Services Fees...................................... .07%
Other Expenses................................................. .69%
Total Fund Operating Expenses.................................. .86%
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: $9 $27 $48 $106
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THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS REPRESENTATIVE OF
PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S
ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
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The purpose of the foregoing table is to assist you in understanding the
various costs and expenses that investors will bear, directly or indirectly, the
payment of which will reduce investors' return on an annual basis. The
information in the foregoing table does not reflect any fee waivers or
expense reimbursement arrangements that may be in effect. You can purchase Fund
shares without charge directly from the Distributor; you may be charged a
nominal fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. See "Management of the Fund."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst & Young,
the Fund's independent auditors, whose report thereon appears in the Fund's
Statement of Additional Information. Further financial data and related notes
are included in the Statement of Additional Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share of
Common Stock outstanding, total investment return, ratios to average net assets
and other supplemental data for each year indicated. This information has been
derived from information provided in the Fund's financial statements.
<TABLE>
<CAPTION>
Year Ended October 31,
--------------------------------
PER SHARE DATA: 1991(1) 1992 1993
------ ------ ------
<S> <C> <C> <C>
Net asset value, beginning of year................................ $12.50 $13.69 $15.02
------ ------ ------
INVESTMENT OPERATIONS:
Investment income-net............................................. .11 .17 .30
Net realized and unrealized gain on investments................... 1.08 1.29 2.83
------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS............................... 1.19 1.46 3.13
------ ------ ------
DISTRIBUTIONS:
Dividends from investment income-net.............................. -- (.08) (.27)
Dividends from net realized gain on investments................... -- (.05) (.25)
------ ------ ------
TOTAL DISTRIBUTIONS............................................ -- (.13) (.52)
------ ------ ------
Net asset value, end of year...................................... $13.69 $15.02 $17.63
====== ====== ======
TOTAL INVESTMENT RETURN 9.52%(2) 10.69% 21.22%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........................... -- -- .09%
Ratio of net investment income to average net assets.............. .87%(2) 2.22% 1.97%
Decrease reflected in above expense ratios due to undertakings
by WCM and Dreyfus............................................. 1.19%(2) 1.17% .77%
Portfolio Turnover Rate........................................... 2.18%(2) 16.31% 16.80%
Net Assets, end of year (000's omitted)........................... $5,436 $45,989 $65,690
- --------------------------
(1) From June 19, 1991 (commencement of operations) to October 31, 1991.
(2) Not annualized.
</TABLE>
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.
(2)
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 of medium-size domestic companies in the aggregate, as represented
by the Standard & Poor's MidCap 400 Index* (the "Index"). The Fund's investment
objective cannot be changed without approval by the holders of a majority
(as defined in the Investment Company Act of 1940) of the Fund's outstanding
voting shares. There can be no assurance that the Fund's investment objective
will be achieved.
MANAGEMENT POLICIES - The Fund attempts to duplicate the investment results of
the Index, which is composed of 400 selected common stocks of medium-size
domestic companies, which may include some Canadian issuers, with market
capitalizations ranging generally between $59.4 million and $7.6 billion. The
median market capitalization of the stocks in the Index is approximately $1.2
billion. Standard & Poor's Corporation ("S&P") chooses the stocks to be included
in the Index on the basis of market size, liquidity and industry group
representation. The Fund attempts to be fully invested at all times in the
stocks that comprise the Index and stock index futures as described below and,
in any event, at least 80% of the Fund's net assets will be so invested.
Inclusion of a stock in the Index in no way implies an opinion by S&P as to its
attractiveness as an investment. An investment in the Fund involves risks
similar to those of investing in common stocks.
The weightings of stocks in the Index are based on each stock's relative
total market capitalization; that is, its market price per share times the
number of shares outstanding. Because of this weighting, as of December
15, 1993, 34.2% of the Index was composed of the 50 largest companies.
The Index is comprised of the following broad sectors in approximate
proportions: Industrials - 59.3%; Utilities - 16.9%; Financial - 16.6%; and
Transportation and Services - 7.2%. Of the companies, approximately 69%
are listed on the New York Stock Exchange; 28% are quoted on the National
Association of Securities Dealers Automated Quotation System; and 3%
are listed on the American Stock Exchange. WCM will select 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 will be approximately the same as the percentage it
represents in the Index. Since some of the stocks that comprise the Index
may be thinly traded, comparatively small investments could cause
relatively volatile price fluctuations.
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 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, the
manner in which the Index is calculated by S&P and the timing of
purchases and redemptions. In the future, the Board of Directors, subject
to the approval of shareholders, may select another index if such a
standard of comparison is deemed to be more representative of the
performance of the common stocks of medium-size companies.
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
- ---------------------
*"S&P(registration mark)" and "Standard & Poor's MidCap 400 Index" are
trademarks of Standard & Poor's Corporation and have been licensed for use by
the Fund. The Fund is not sponsored, endorsed, sold or promoted by S&P.
(3)
these cash flows are made to maintain the similarity of the Fund's portfolio to
the Index to the maximum practicable extent.
From time to time to increase its income, the Fund may lend securities
from its portfolio to brokers, dealers and other financial institutions needing
to borrow securities to complete certain transactions. Such loans
may not exceed 30% of the value of the Fund's total assets. In connection
with such loans, the Fund receives collateral consisting of cash, U.S.
Government securities or irrevocable letters of credit. Such collateral is
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 continues to be entitled to payments
in amounts equal to the dividends or other distributions payable on the loaned
security and receives interest on the amount of the loan. Such loans are
terminable at any time upon specified notice. The Fund might experience risk of
loss if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.
When the Fund has cash reserves, the Fund may invest in U.S. Government
securities, repurchase agreements, time deposits, certificates of deposit,
bankers' acceptances and high-grade commercial paper. See the Fund's
Statement of Additional Information for a description of these instruments.
The Fund also may purchase stock index futures in anticipation of taking a
market position when, in the opinion of WCM, available cash balances do not
permit an economically efficient trade in the cash market. The Fund also may
sell stock index futures to terminate existing positions it may have as a result
of its purchases of stock index futures.
STOCK INDEX FUTURES - A stock index future obligates the seller to
deliver (and the purchaser to take) an amount of cash equal to a specific dollar
amount times the difference between the value of a specific stock
index at the close of the last trading day of the contract and the price at
which the agreement is made. No physical delivery of the underlying
stocks in the index is made. The Fund purchases and sells futures
contracts on the stock index for which it can obtain the best price with
consideration also given to liquidity.
Initially, when purchasing or selling futures contracts, the Fund is
required to deposit with its custodian in the broker's name an amount of
cash or cash equivalents up to approximately 10% of the contract amount.
This amount is subject to change by the exchange or board of trade on
which the contract is traded and members of such exchange or board of
trade may impose their own higher requirements. This amount is known as "initial
margin" and is in the nature of a performance bond or good faith deposit on the
contract which is returned to the Fund upon termination of the futures position,
assuming all contractual obligations have been satisfied. Subsequent payments,
known as "variation margin," to and from the broker, will be made daily as the
price of the index or securities underlying the futures contract fluctuates,
making the long and short positions in the futures contract more or less
valuable, a process known as "marking-to-market." At any time prior to the
expiration of a futures contract, the Fund may elect to close the position by
taking an opposite position at the then prevailing price, which will operate to
terminate the Fund's existing position in the contract.
Using futures in anticipation of market transactions involves certain
risks. Although the Fund intends to purchase or sell futures contracts only
if there is an active market for such contracts, no assurance can be given that
a liquid market will exist for any particular contract at any particular time.
In addition, the price of stock index futures may not correlate perfectly with
the movement in the stock index due to certain market distortions. First, all
participants in the futures market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit requirements,
investors may close futures contracts through offsetting transactions which
would distort the normal relationship between the index and futures markets.
Secondly, from the point of view of speculators, the deposit requirements in the
futures market are less onerous than margin requirements in the
securities market. Therefore, increased participation by speculators in
the futures market also may cause temporary price distortions. Because of
the possibility of price distortions in the futures market and the
imperfect correlation between movements in the stock index and
movements in the price of stock index futures, a correct forecast of
general market trends still may not result in a successful hedging transaction.
The Fund is not a commodity pool. The Fund's commodity transactions
must constitute bona fide hedging or other permissible transactions
pursuant to regulations promulgated by the Commodity Futures Trading
(4)
Commission. In addition, the Fund may not engage in such transactions if
the amount of initial margin deposits, other than for bona fide hedging
transactions, would exceed 5% of the liquidation value of the Fund's
assets, after taking into account unrealized profits and losses on such
contracts it has entered into. In connection with its futures transactions, the
Fund may be required to establish and maintain at its custodian bank a
segregated account consisting of cash or high quality money market
instruments in an amount equal to the market value of the underlying
commodity less any amount deposited as margin.
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. Collateral
arrangements with respect to initial or variation margin for futures
contracts will not be deemed to be pledges of the Fund's assets; (iv)
invest up to 25% of its assets in the securities of issuers in a single industry
(or more to the extent the Index also is so concentrated); and (v) invest up to
10% of its net assets in repurchase agreements providing for settlement in more
than seven days after notice and in securities that are illiquid. This paragraph
describes fundamental policies that cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940) of the
Fund's outstanding voting shares. See "Investment Objective and Management
Policies - Investment Restrictions" in the Fund's Statement of Additional
Information.
INVESTMENT CONSIDERATIONS - The Fund's classification as a "non-
diversified'' investment company means that the proportion of the Fund's assets
that may be invested in the securities of a single issuer is not limited by the
Investment Company Act of 1940. A "diversified" investment company is required
by the Investment Company Act of 1940 generally, with respect to 75% of its
total assets, to invest not more than 5% of such assets in the securities of a
single issuer and to hold not more than 10% of the outstanding voting securities
of a single issuer. However, the Fund intends to conduct its operations so as to
qualify as a "regulated investment company" for purposes of the Internal Revenue
Code of 1986, as amended (the "Code"), which requires that, at the end of each
quarter of its taxable year, (i) at least 50% of the market value of the Fund's
total assets be invested in cash, U.S. Government securities, the securities of
other regulated investment companies and other securities, with such
other securities of any one issuer limited for the purposes of this calculation
to an amount not greater than 5% of the value of the Fund's total assets and 10%
of the outstanding voting securities of such issuer, and (ii) not more than 25%
of the value of its total assets be invested in the securities of any one issuer
(other than U.S. Government securities or the securities of other regulated
investment companies). Since a relatively high percentage of the Fund's assets
may be invested in the securities of a limited number of issuers, some of which
may be within the same industry or economic sector, the Fund's portfolio
securities may be more susceptible to any single economic, political or
regulatory occurrence than the portfolio securities of a diversified investment
company.
Investment decisions for the Fund are made independently from those of
the other accounts and investment companies advised by WCM. However, if
such other accounts or investment companies are prepared to invest in, or desire
to dispose of, securities in which the Fund invests at the same
time as the Fund, available investments or opportunities for sales will be
allocated equitably to each. In some cases, this procedure may adversely affect
the size of the position obtained for or disposed of by the Fund or
the price paid or received by the Fund.
(5)
MANAGEMENT OF THE FUND
INDEX FUND MANAGER - WCM, located at 100 Renaissance Center, Detroit,
Michigan 48243, is the index fund manager. WCM serves as the Fund's index
fund manager pursuant to an Index Management Agreement with the Fund.
Under the Index Management Agreement, WCM, 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. WCM is responsible for placing purchase and sale orders and
providing continuous supervision of the investment portfolio.
WCM is a newly organized registered investment adviser providing
investment management services to individuals, corporations and
foundations, and, as of September 30, 1993, was responsible for managing
or providing investment advice for assets aggregating approximately
$20.8 billion. WCM is a wholly-owned subsidiary of Comerica Investment
Services, Inc., which in turn is a wholly-owned subsidiary of Comerica
Bank. On June 18, 1992, Manufacturers National Corporation, the parent
corporation of Manufacturers Bank, N.A. ("MB"), the predecessor index
manager of the Fund, merged with Comerica Incorporated, the parent
corporation of Comerica Bank. As a result of the merger, the assets and business
of MB relevant to its performance as index fund manager were transferred to WCM.
Pursuant to the terms of the Index Management Agreement, the Fund has
agreed to pay WCM a monthly fee at the annual rate of .10 of 1% of the
value of the Fund's average daily net assets. For the fiscal year ended October
31, 1993, no index management fee was paid due to an undertaking
in effect (see "Expenses" below).
ADMINISTRATOR - Dreyfus, located at 200 Park Avenue, New York, New
York 10166, serves as the Fund's administrator pursuant to an
Administration Agreement with the Fund. Under the Administration
Agreement, Dreyfus generally assists in all aspects of the Fund's
operations, other than providing index management or investment advice, subject
to the overall authority of the Fund's Board of Directors in accordance with
Maryland law. Dreyfus was organized in 1947 and, as of November 1, 1993, managed
or administered approximately $80 billion in assets for more than 1.9 million
investor accounts nationwide.
Pursuant to the terms of the Administration Agreement, the Fund has
agreed to pay Dreyfus a monthly fee at the annual rate of .30 of 1% of the value
of the Fund's average daily net assets. For the fiscal year ended October 31,
1993, no administration fee was paid due to an undertaking in effect (see
"Expenses" below).
CUSTODIAN AND TRANSFER AGENT AND DIVIDEND DISBURSING AGENT -
Comerica Bank, 411 West Lafayette, Detroit, Michigan 48226, is the
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, is the Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent").
EXPENSES - The imposition of the Fund's index management and
administration fees, as well as other operating expenses, will have the
effect of reducing investors' return and will affect the Fund's ability to track
the Index exactly. From time to time, WCM and/or Dreyfus or one of
their affiliates may waive receipt of their fees and/or voluntarily assume
certain expenses of the Fund, which would have the effect of lowering the
overall expense ratio of the Fund and increasing yield to investors at the time
such amounts are waived or assumed, as the case may be. The Fund
will not pay WCM and/or Dreyfus or their affiliates at a later time for any
amounts which may be waived, nor will the Fund reimburse WCM and/or
Dreyfus or their affiliates for any amounts which may be assumed.
Dreyfus may pay the Distributor for shareholder and distribution services
from its own monies, including past profits but not including the administration
fee paid by the Fund. The Distributor may pay part or all of these payments to
securities dealers or others for servicing and distribution.
HOW TO BUY FUND SHARES
The Fund's distributor is Dreyfus Service Corporation, a wholly-owned
subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York
10166. The shares it distributes are not deposits or obligations of The Dreyfus
Security Savings Bank, F.S.B. and therefore are not insured by the Federal
Deposit Insurance Corporation.
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
(6)
other financial institution. Stock certificates are issued only upon your
written request. No certificates are issued for fractional shares. The Fund
reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if you are a client of
a securities dealer, bank or other financial institution which has made an
aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial investment
must be accompanied by the Fund's Account Application. For full-time or part-
time employees of Dreyfus or any of its affiliates or subsidiaries, directors of
Dreyfus, Board members of a fund advised by Dreyfus, members of the Fund's
Board, or the spouse or minor child of any of the foregoing, the minimum initial
investment is $1,000. For full-time or part-time employees of Dreyfus or any of
its affiliates or subsidiaries who elect to have a portion of their pay directly
deposited into their Fund account, the minimum initial investment is $50. The
Fund reserves the right to vary further the initial and subsequent investment
minimum requirements at any time. The Fund's shares are available for purchase
by pension and profit-sharing plans.
You may purchase Fund shares by check or wire. Checks should be made
payable to "Peoples S&P MidCap Index Fund, Inc.," or, if for Dreyfus retirement
plan accounts, to "The Dreyfus Trust Company, Custodian." For subsequent
investments, your Fund account number also should appear on
the check. Payments which are mailed should be sent to Peoples S&P
MidCap 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. For Dreyfus retirement plan accounts, both
initial and subsequent investments should be sent to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427. Neither initial
nor subsequent investments should be made by third party check. Purchase orders
may be delivered in person only to a Dreyfus Financial Center. THESE ORDERS WILL
BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information."
Wire payments may be made if your bank account is in a commercial bank
that is a member of the Federal Reserve System or any other bank having a
correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, DDA #8900052732/Peoples
S&P MidCap 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 initial
investment in the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans or programs exceeds one million
dollars. All present holdings of shares of funds in the Dreyfus Family of Funds
by such employee benefit plans or programs will be aggregated to determine the
fee payable with respect
(7)
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 so
that it may be received by the Transfer Agent prior to 12:00 noon, New York
time, on the day you want your purchase order to be effective.
The Fund's net asset value per share is determined as of the close of
trading on the floor of the New York Stock Exchange on each day the New
York Stock Exchange is open for business. For purposes of determining net asset
value per share, futures contracts will be valued 15 minutes after
the close of trading on the floor of the New York Stock Exchange. Net asset
value per share is computed by dividing the value of the Fund's net assets
(i.e., the value of its assets less liabilities) by the total number of shares
outstanding. The Fund's investments are valued based on market value, or
where market quotations are not readily available, based on fair value as
determined in good faith by the Board of Directors. For further information
regarding the methods employed in valuing Fund investments, see "Determination
of Net Asset Value" in the Fund's Statement of Additional Information.
Federal regulations require that you provide a certified TIN upon opening
or reopening an account. See "Dividends, Distributions and Taxes" and the Fund's
Account Application for further information concerning this requirement. Failure
to furnish a certified TIN to the Fund could subject you to a $50 penalty
imposed by the Internal Revenue Service (the "IRS").
HOW TO REDEEM FUND SHARES
GENERAL - You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent as described
below. When a request is received in proper form, the Fund will redeem the
shares at the next determined net asset value. To maximize the Fund's ability to
track the Index, you are urged to transmit your redemption request so that it
may be received by the Transfer Agent prior to 12:00 noon, New York time, on the
day you want your redemption request to be effective.
You will be charged a 1% redemption fee for only those redemptions which
occur within the initial six-month period following the opening of your account.
This redemption fee will be deducted from your redemption proceeds and retained
by the Fund. It is expected that, as a result of this fee, the Fund will be able
to track the Index more closely. However, the redemption fee will not be charged
upon the redemption of shares purchased through omnibus accounts, nor will it be
used to pay fees imposed for various Fund services. The redemption fee may be
waived, modified or discontinued and reintroduced at any time or from time to
time. In addition, securities dealers, banks and other financial institutions
may charge a nominal fee for effecting redemptions of Fund shares. Any
certificates representing Fund shares being redeemed must be submitted with the
redemption request. The value of the shares redeemed may be more or less than
their original cost, depending upon the Fund's then-current net asset value.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
accordance with the procedures described below, except as provided by
the rules of the Securities and Exchange Commission. HOWEVER, IF YOU
HAVE PURCHASED FUND SHARES BY CHECK OR THROUGH DREYFUS-
AUTOMATIC ASSET BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN
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
(8)
TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE
FUND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE
FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER
AGENT OF THE PURCHASE CHECK OR THE DREYFUS-AUTOMATIC ASSET
BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE
PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY WIRE
PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE
IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME
ANY REDEMPTION IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE
AND BE PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER
RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares will not be redeemed until
the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at its option upon not
less than 45 days' written notice if your account's net asset value is $500
or less and remains so during the notice period.
PROCEDURES - You may redeem Fund shares by using the regular
redemption procedure through the Transfer Agent, through the Wire
Redemption Privilege, or through the Telephone Redemption Privilege. The
Fund makes available to certain large institutions the ability to issue
redemption instructions through compatible computer facilities.
You may redeem Fund shares by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed an
Optional Services Form with the Transfer Agent. If you select a telephone
redemption privilege, you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you,
and reasonably believed by the Transfer Agent to be genuine. The Fund will
require the Transfer Agent to employ reasonable procedures, such as
requiring a form of personal identification, to confirm that instructions
are genuine and, if it does not follow such procedures, the Fund or the Transfer
Agent may be liable for any losses due to unauthorized or fraudulent
instructions. Neither the Fund nor the Transfer Agent will be liable for
following telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption of Fund shares. In such cases, you should consider
using the other redemption procedures described herein. Use of these other
redemption procedures may result in your redemption request being
processed at a later time than it would have been if telephone redemption
had been used. During the delay, the Fund's net asset value may fluctuate.
REGULAR REDEMPTION - Under the regular redemption procedure, you may
redeem shares by written request mailed to Peoples S&P MidCap Index
Fund, Inc., P.O. Box 6647, Providence, Rhode Island 02940-6647, or, if for
Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427.
Redemption requests may be delivered in person only to a Dreyfus
Financial Center. THESE REQUESTS WILL BE FORWARDED TO THE FUND AND
WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the
nearest Dreyfus Financial Center, please call one of the telephone numbers
listed under "General Information." Redemption requests must be signed
by each shareholder, including each owner of a joint account, and each signature
must be guaranteed. The Transfer Agent has adopted standards
and procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations, clearing
agencies and savings associations, as well as from participants in the New York
Stock Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP"), and the Stock Exchanges Medallion Program. If you
have any questions with respect to signature-guarantees, please call one of the
telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to any member bank
of the Federal Reserve System in accordance with a written signature-guaranteed
request.
Your written redemption request may direct that the redemption proceeds
be used to purchase shares of other funds advised or administered by
Dreyfus. The 1% redemption fee, described above, if applicable, may be
charged upon such redemption (depending upon how long your Fund account
has been open or the type of account from which shares are being
redeemed) and your redemption proceeds will be invested in shares of the
other fund on the next business day. Before you make such a request, you
must obtain and should review a copy
(9)
of the current prospectus of the fund being purchased. Prospectuses may be
obtained from the Distributor. The prospectus will contain information
concerning minimum investment requirements and other conditions that may apply
to your purchase. No other fees currently are charged shareholders directly in
connection with this procedure, although the Fund reserves the right, upon not
less than 60 days' written notice, to charge shareholders a nominal fee in
accordance with rules promulgated by the Securities and Exchange Commission.
This procedure may be modified or terminated at any time upon not less than
60 days' notice to shareholders.
WIRE REDEMPTION PRIVILEGE - You may request by wire or telephone that redemption
proceeds (minimum $1,000) be wired to your account at a bank
which is a member of the Federal Reserve System, or a correspondent bank
if your bank is not a member. To establish the Wire Redemption Privilege,
you must check the appropriate box and supply the necessary information
on the Fund's Account Application or file an Optional Services Form with
the Transfer Agent. You may direct that redemption proceeds be paid by
check (maximum $150,000 per day) made out to the owners of record and
mailed to your address. Redemption proceeds of less than $1,000 will be
paid automatically by check. Holders of jointly registered Fund or bank accounts
may have redemption proceeds of only up to $250,000 wired
within any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas, call 1-401-455-
3306. The Fund reserves the right to refuse any redemption request, including
requests made shortly after a change 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 an
Optional Services Form with the Transfer Agent. The redemption proceeds
will be paid by check and mailed to your address. You may telephone
redemption instructions by calling 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306. The Fund reserves the right to
refuse any request made by telephone, including requests made shortly
after a change of address, and may limit the amount involved or the
number of telephone redemption requests. This Privilege may be modified
or terminated at any time by the Transfer Agent or the Fund. Shares held
under Keogh Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this Privilege.
SHAREHOLDER SERVICES
DREYFUS-AUTOMATIC ASSET BUILDER - Dreyfus-AUTOMATIC Asset Builder
permits you to purchase Fund shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by you. Fund
shares are purchased by transferring funds from the bank account
designated by you. At your option, the bank account designated by you will
be debited in the specified amount, and Fund shares will be purchased,
once a month, on either the first or fifteenth day, or twice a month, on
both days. Only an account maintained at a domestic financial institution which
is an Automated Clearing House member may be so designated. To
establish a Dreyfus-AUTOMATIC Asset Builder account, you must file an
authorization form with the Transfer Agent. You may obtain the necessary
authorization form from the Distributor. You may cancel your participation
in this Privilege or change the amount of purchase at any time by mailing
written notification to Peoples S&P MidCap Index Fund, Inc., P.O. Box 6647,
Providence, Rhode Island 02940-6647, or, if for Dreyfus retirement plan
accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427, and the notification will be
effective three business days following receipt. The Fund may modify or
terminate this Privilege at any time or charge a service fee. 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
(10)
1-800-645-6561; for SEP-IRAs, 401(k) Salary Redemption Plans and
403(b)(7) Plans, please call 1-800-322-7880.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan pursuant to which the
Fund reimburses the Distributor an amount not to exceed an annual rate of
.25 of 1% of the value of the Fund's average daily net assets for certain
allocated expenses of providing personal services and/or maintaining shareholder
accounts. The services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding the Fund
and providing reports and other information, and
services related to the maintenance of shareholder accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares and pays dividends from net investment
income and distributes net realized securities gains, if any, once a year,
but the Fund may make distributions on a more frequent basis to comply
with the distribution requirements of the Code, in all events in a manner
consistent with the provisions of the Investment Company Act of 1940.
The Fund will automatically reinvest dividends and distributions from securities
gains, if any, in additional Fund shares at net asset value or, at your option,
pay them in cash. The Fund will not make distributions from net realized
securities gains unless capital loss carryovers, if any, have been utilized or
have expired. If applicable, the 1% redemption fee, described under "How to
Redeem Fund Shares," will be charged upon certain redemptions of Fund shares
received through the automatic reinvestment of dividends or distributions. All
expenses are accrued daily and deducted before declaration of dividends to
investors.
Dividends paid by the Fund derived from net investment income and
distributions from net realized short-term securities gains of the Fund
will be taxable to shareholders as ordinary income whether received in
cash or reinvested in additional Fund shares. 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 corporate shareholders. Distributions from
net realized long-term securities gains of the Fund will be taxable to U.S.
shareholders as long-term capital gains for Federal income tax purposes,
regardless of how long shareholders have held their Fund shares and
whether such distributions are received in cash or reinvested in additional Fund
shares. The Code provides that the net capital gain of an individual generally
will not be subject to Federal income tax at a rate in excess of 28%. Dividends
and distributions may be subject to state and local taxes.
Dividends derived from net investment income and distributions from net
realized short-term securities gains paid by the Fund to a foreign investor
generally are subject to U.S. nonresident withholding taxes at the rate of 30%,
unless the foreign investor claims the benefit of a lower rate specified in a
tax treaty. Distributions from net realized long-term securities gains paid by
the Fund to a foreign investor as well as the proceeds of any redemptions from a
foreign investor's account, regardless of the extent to which gain or loss may
be realized, generally will not be subject to U.S. nonresident withholding tax.
However, such distributions may be subject to backup withholding, as described
below, unless the foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and distributions 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 of the Fund and the
proceeds of any redemption, regardless of the extent to which gain or loss
may be realized, paid to a shareholder if such shareholder fails to certify
either that the TIN furnished in connection with opening an account is correct,
or that such shareholder has not received notice from the IRS of being subject
to backup withholding as a result of a failure to properly report taxable
dividend or interest income on a Federal income tax return. Furthermore, the
IRS may notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly report
taxable dividend and interest income on a Federal income tax return.
(11)
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
Management of the Fund believes that the Fund has qualified for the fiscal
year ended October 31, 1993, as a "regulated investment company" under
the Code. The Fund intends to continue to so qualify if such qualification
is in the best interest of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its earnings are
distributed in accordance with applicable provisions of the Code. The Fund
is subject to a non-deductible 4% excise tax, measured with respect to
certain undistributed amounts of taxable investment income and capital gains.
You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.
PERFORMANCE INFORMATION
For the purpose of advertising, performance is calculated on the basis of
average annual total return. Advertisements also may include performance
calculated on the basis of total return.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Fund was purchased
with an initial payment of $1,000 and that the investment was redeemed
at the end of a stated period of time, after giving effect to the
reinvestment of dividends and distributions during the period. The return
is expressed as a percentage rate which, if applied on a compounded
annual basis, would result in the redeemable value of the investment at
the end of the period. Advertisements of the Fund's performance will
include the Fund's average annual total return for one, five and ten year
periods, or for shorter time periods depending upon the length of time
during which the Fund has operated.
Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is expressed
as a percentage rate which is calculated by combining the
income and principal changes for a specified period and dividing by the net
asset value per share at the beginning of the period. Advertisements may include
the percentage rate of total return or may include the value of a hypothetical
investment at the end of the period which assumes the
application of the percentage rate of total return.
Performance will vary from time to time and past results are not
necessarily representative of future results. Performance information,
such as that described above, may not provide a basis for comparison with other
investments or other investment companies using a different
method of calculating performance.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Standard
& Poor's MidCap 400 Index, Standard & Poor's 500 Composite Stock Price
Index, Lipper Analytical Services, Inc., the Dow Jones Industrial Average, MONEY
Magazine, Morningstar, Inc. and other industry publications. The
Fund may cite in its advertisements or in reports or other communications
to shareholders, historical performance of unmanaged indexes as reported
in Ibbotson, Roger G. and Rex A. Sinquefield, STOCKS, BONDS, BILLS AND INFLATION
(SBBI), 1982, updated annually in the SBBI YEARBOOK, Ibbotson Associates,
Chicago. 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 June 6, 1991, and
commenced operations on June 19, l991. The Fund is authorized to issue
200 million shares of Common Stock, par value $.001 per share. Each share
has one vote.
Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year
the election of Directors or the appointment of 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 share-
(12)
holders 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 (outside
New York City, call collect); on Long Island, call 794-5200.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY
PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.
--------------
The Fund is not sponsored, endorsed, sold or promoted by S&P. S&P makes
no representation or warranty, express or implied, to the owners of the
Fund or any member of the public regarding the advisability of investing in
securities generally or in the Fund particularly or the ability of the S&P
MidCap 400 Index to track general stock market performance. S&P's only
relationship to the Fund is the licensing of certain trademarks and trade names
of S&P and of the S&P MidCap 400 Index which is determined, composed and
calculated by S&P without regard to the Fund. S&P has no obligation to take the
needs of the Fund or the owners of the Fund into consideration in determining,
composing or calculating the S&P MidCap 400 Index. S&P is not responsible for
and has not participated in the calculation of the Fund's net asset value, nor
is S&P a distributor of the Fund. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Fund.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF
THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY
THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM
THE USE OF THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN.
S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P MIDCAP 400
INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
(13)
PEOPLES S&P MIDCAP INDEX FUND, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
JANUARY 21, 1994
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Peoples S&P MidCap Index Fund, Inc. (the "Fund"), dated January 21,
1994, as it may be revised from time to time. To obtain a copy of the
Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call the following numbers:
Outside New York State -- Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
(Outside New York City -- Call Collect)
On Long Island -- Call 794-5200
Woodbridge Capital Management, Inc. ("WCM") serves as the Fund's index
fund manager.
The Dreyfus Corporation ("Dreyfus") serves as the Fund's
administrator.
Dreyfus Service Corporation (the "Distributor"), a wholly-owned
subsidiary of Dreyfus, serves as the distributor of the Fund's shares.
TABLE OF CONTENTS
Page
----
Investment Objective and Management Policies. . . . . . . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . . . . . B-5
Index Management and Administration Agreements. . . . . . . . . . . B-8
Shareholder Services Plan . . . . . . . . . . . . . . . . . . . . . B-10
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . . . . . B-10
Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . . . B-11
Shareholder Services. . . . . . . . . . . . . . . . . . . . . . . . B-13
Determination of Net Asset Value. . . . . . . . . . . . . . . . . . B-13
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . B-14
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . B-15
Performance Information . . . . . . . . . . . . . . . . . . . . . . B-16
Information About the Fund. . . . . . . . . . . . . . . . . . . . . B-17
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . . . . . . B-17
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-18
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . B-19
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . B-29
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. WCM 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 WCM 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 the 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. Invest in commodities, except that the Fund may invest in futures
contracts as described in the Fund's Prospectus and this Statement of
Additional Information.
4. Purchase, hold or deal in real estate, real estate investment
trust securities, real estate limited partnership interests, or oil, gas or
other mineral leases or exploration or development programs, but the Fund
may purchase and sell securities that are secured by real estate or issued
by companies that invest or deal in real estate.
5. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) based on the lesser of cost or
market, less liabilities (not including the amount borrowed) at the time
the borrowing is made. While borrowings exceed 5% of the value of the
Fund's total assets, the Fund will not make any additional investments.
Transactions in futures and options do not involve any borrowing for
purposes of this restriction.
6. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to secure borrowings for temporary or emergency purposes.
Collateral arrangements with respect to initial or variation margin for
futures contracts will not be deemed to be pledges of the Fund's assets.
7. Lend any funds or other assets except through the purchase of debt
securities, bankers' acceptances and commercial paper of corporations and
other entities. However, the Fund may lend its portfolio securities in an
amount not to exceed 30% of the value of its total assets. Any loans of
portfolio securities will be made according to guidelines established by
the Securities and Exchange Commission and the Fund's Board of Directors.
8. Act as an underwriter of securities of other issuers. The Fund
may not enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase illiquid securities, if, in the
aggregate, more than 10% of the value of the Fund's net assets would be so
invested.
9. Invest in the securities of a company for the purpose of
exercising management or control, but the Fund will vote the securities it
owns in its portfolio as a shareholder in accordance with its views.
10. Purchase, sell or write puts, calls or combinations thereof.
11. Invest more than 25% of its assets in investments in any
particular industry or industries (including banking), except to the extent
the Standard & Poor's MidCap 400 Index also is so concentrated, provided
that, when the Fund has adopted a temporary defensive posture, there shall
be no limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.
In addition to the investment restrictions adopted as fundamental
policies set forth above, though not fundamental policies, the Fund may not
(i) engage in arbitrage transactions, (ii) purchase warrants (excluding
those acquired by the Fund in units or attached to securities), or
(iii) sell securities short, but the Fund reserves the right to sell
securities short against the box (a transaction in which the Fund enters
into a short sale of a security which the Fund owns).
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from a change in values or assets will
not constitute a violation of such restriction.
The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interest of the Fund and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below. Each Director who is deemed to be an "interested person"
of the Fund, as defined in the Act, is indicated by an asterisk.
Directors and Officers of the Fund
*JOSEPH S. DiMARTINO, President and Director. President, Chief Operating
Officer and a director of Dreyfus, Executive Vice President and a
director of the Distributor and an officer, director or trustee of
other investment companies advised or administered by Dreyfus. He is
also a director of Noel Group, Inc., director and Corporate Member of
The Muscular Dystrophy Association and a Trustee of Bucknell
University. His address is 200 Park Avenue, New York, New York 10166.
*DAVID P. FELDMAN, Director. Corporate Vice President-Investment
Management of AT&T. He is also a trustee of Corporate Property
Investors, a real estate investment company. His address is One Oak
Way, Berkeley Heights, New Jersey 07922.
JACK R. MEYER, Director. President and Chief Executive Officer of Harvard
Management Company, an investment management company, since September
1990. For more than five years prior thereto, he was Treasurer and Chief
Investment Officer of The Rockefeller Foundation. His address is 600
Atlantic Avenue, Boston, Massachusetts 02210.
JOHN SZARKOWSKI, Director. Director Emeritus of the Department of
Photography at The Museum of Modern Art. Consultant in photography.
His address is Bristol Road Box 221, East Chatham, New York 12060.
ANNE WEXLER, Director. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She is also
a director of American Cyanamid Company, The Continental Corporation,
Comcast Corporation and New England Electric System, and a member of
the Board of the Carter Center of Emory University, the Council of
Foreign Relations, the I.B.M. Public Responsibility Committee, the
Visiting Committee of the John F. Kennedy School of Government at
Harvard University and the Board of Visitors of the University of
Maryland School of Public Affairs. Her address is c/o The Wexler
Group, 1317 F Street, N.W., Washington, D.C. 20004.
The "non-interested" Directors and Mr. Feldman are also directors of
Dreyfus Edison Electric Index Fund, Inc., Dreyfus Life and Annuity Index
Fund, Inc., Dreyfus-Wilshire Target Funds, Inc. and Peoples Index Fund,
Inc. Mr. Feldman is also a director of Dreyfus New Jersey Municipal Bond
Fund, Inc., Dreyfus Strategic Governments Income, Inc., Dreyfus BASIC Money
Market Fund, Inc., FN Network Tax Free Money Market Fund, Inc. and Premier
Global Investing, a managing general partner of Dreyfus Strategic Growth,
L.P. and Dreyfus Global Growth, L.P. (A Strategic Fund), and a trustee of
Dreyfus Investors GNMA Fund, Dreyfus 100% U.S. Treasury Intermediate Term
Fund, Dreyfus 100% U.S. Treasury Long Term Fund, Dreyfus 100% U.S. Treasury
Money Market Fund, Dreyfus 100% U.S. Treasury Short Term Fund, Dreyfus New
York Insured Tax Exempt Bond Fund, Dreyfus Strategic Income, Dreyfus
Strategic Investing, Dreyfus Florida Intermediate Municipal Bond Fund,
Dreyfus BASIC U.S. Government Money Market Fund, Dreyfus California
Intermediate Municipal Bond Fund, Dreyfus Connecticut Intermediate
Municipal Bond Fund, Dreyfus Massachusetts Intermediate Municipal Bond Fund
and Dreyfus New Jersey Intermediate Municipal Bond Fund.
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 WCM or Dreyfus, which totalled $16,882 for the fiscal year
ended October 31, 1993 for such Directors as a group.
Officers of the Fund Not Listed Above
ELIE M. GENADRY, Senior Vice President. Vice President--Institutional
Sales of Dreyfus, Executive Vice President of the Distributor and an
officer of other investment companies advised or administered by
Dreyfus.
DANIEL C. MACLEAN, Vice President. Vice President and General Counsel of
Dreyfus, Secretary of the Distributor and an officer of other
investment companies advised or administered by Dreyfus.
MARK N. JACOBS, Vice President. Secretary and Deputy General Counsel of
Dreyfus, and an officer of other investment companies advised or
administered by Dreyfus.
JEFFREY N. NACHMAN, Vice President and Treasurer. Vice President--Mutual
Fund Accounting of Dreyfus and an officer of other investment
companies advised or administered by Dreyfus.
THOMAS DURANTE, Controller. An employee of Dreyfus and an officer of other
investment companies advised or administered by Dreyfus.
STEVEN F. NEWMAN, Secretary. Associate General Counsel of Dreyfus and an
officer of other investment companies advised or administered by
Dreyfus.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of Dreyfus,
the Distributor and other investment companies advised or administered
by Dreyfus.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's shares of Common Stock outstanding on December 15, 1993.
The following persons are known by the Fund to own of record 5% or
more of the Fund's voting securities outstanding on December 15, 1993:
JATO & Co., 75 South 5th Street, Minneapolis, Minnesota 55402--9.0%;
Cornell College, 600 1st Street West, Mount Vernon, Iowa 52314--6.0%; The
Dreyfus Corporation, 200 Park Avenue, New York, New York 10166--5.5%.
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. WCM provides management services pursuant
to the Index Management Agreement (the "Management Agreement") dated
June 22, 1992 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 WCM, 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" of any party to the Management Agreement, at a
meeting held on May 12, 1993. The Management Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board of Directors or by
vote of the holders of a majority of the Fund's shares, or, upon not less
than 90 days' notice, by WCM. The Management Agreement will terminate
automatically in the event of its assignment (as defined in the Act).
The Fund has agreed that neither WCM 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 WCM's or Dreyfus' respective
agreement with the Fund relates, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of WCM or Dreyfus,
as the case may be, in the performance of its obligations or from reckless
disregard by it of its obligations and duties under its respective
agreement with the Fund.
As compensation for its services, the Fund has agreed to pay WCM a
monthly management fee at the annual rate of .10 of 1% of the value of the
Fund's average daily net assets. All fees and expenses are accrued daily
and deducted before declaration of dividends to investors. For the period
June 19, 1991 (commencement of operations) through October 31, 1991, the
index management fee payable to the Fund's predecessor index manager,
Manufacturers Bank, N.A. ("MB"), was $1,896. For the period November 1,
1991 through June 21, 1992, the index management fee payable to MB was
$16,115. For the period June 22, 1992 through October 31, 1992, the index
management fee payable to WCM was $14,203. The index management fee for
the fiscal year ended October 31, 1992, in the aggregate, amounted to
$30,318. For the fiscal year ended October 31, 1993, the index management
fee payable to WCM was $54,913. However, no index management fees were
paid pursuant to undertakings.
Administration Agreement. Pursuant to the Administration Agreement
(the "Administration Agreement") dated June 19, 1991, as revised, with the
Fund, Dreyfus, together with WCM, 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 will continue in effect until June 19,
1994, and thereafter 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 last approved by the Fund's
Board of Directors, including a majority of the Directors who are not
interested persons of any party to the Administration Agreement, at a
meeting held on May 12, 1993. After June 19, 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 its services, the Fund has agreed to pay Dreyfus a
monthly administration fee at the annual rate of .30 of 1% of the value of
the Fund's average daily net assets. For the period June 19, 1991
(commencement of operations) through October 31, 1991 and for the fiscal
years ended October 31, 1992 and 1993, the administration fees payable to
Dreyfus were $5,687, $90,955 and $164,739, respectively. However, no
administration fees were paid pursuant to undertakings by Dreyfus.
In addition to the persons named as such in the section entitled
"Management of the Fund," the following persons are officers and/or
directors of Dreyfus: Howard Stein, Chairman of the Board and Chief
Executive Officer; Julian M. Smerling, Vice Chairman of the Board of
Directors; Alan M. Eisner, Vice President and Chief Financial Officer;
David W. Burke, Vice President and Chief Administrative Officer; Robert F.
Dubuss, Vice President; Peter A. Santoriello, Vice President; Robert H.
Schmidt, Vice President; Kirk V. Stumpp, Vice President--New Product
Development; Philip L. Toia, Vice President; John Pyburn and Katherine C.
Wickham, Assistant Vice Presidents; Maurice Bendrihem, Controller; and
Mandell L. Berman, Alvin E. Friedman, Lawrence M. Greene, Abigail Q.
McCarthy and David B. Truman, directors.
Expenses and Expense Information. All expenses incurred in the
operation of the Fund are borne by the Fund, except to the extent
specifically assumed by WCM 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 WCM 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.
WCM 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 WCM and Dreyfus, or WCM and
Dreyfus each 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 WCM 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 the Distributor for certain allocated expenses
of providing personal services and/or maintaining shareholder accounts.
The services provided may include personal services relating to shareholder
accounts, such an answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of shareholder accounts.
A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Directors for their review. In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Directors, and by
the Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in the operation
of the Plan, by vote cast in person at a meeting called for the purpose of
considering such amendments. The Plan is subject to annual approval by
such vote of the Directors cast in person at a meeting called for the
purpose of voting on the Plan. The Plan is terminable at any time by vote
of a majority of the Directors who are not "interested persons" and have no
direct or indirect financial interest in the operation of the Plan.
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
The Distributor. The Distributor serves as the Fund's distributor
pursuant to an agreement which is renewable annually. The Distributor also
acts as distributor for the other funds in the Dreyfus Family of Funds and
for certain other investment companies.
Transactions through Securities Dealers. In some states, banks or
other financial institutions effecting transactions in Fund shares may be
required to register as dealers pursuant to state law.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Fund Shares."
Wire Redemption Privilege. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor, and reasonably believed by the Transfer Agent to be genuine.
Ordinarily, the Fund will initiate payment for shares redeemed pursuant
to this Privilege on the next business day after receipt if the Transfer
Agent receives the redemption request in proper form. Redemption proceeds
will be transferred by Federal Reserve wire only to the commercial bank
account specified by the investor on the Account Application or Optional
Services Form. Redemption proceeds, if wired, must be in the amount of
$1,000 or more and will be wired to the investor's account at the bank
of record designated in the investor's file at the Transfer Agent, if the
investor's bank is a member of the Federal Reserve System, or to a correspondent
bank if the investor's bank is not a member. Fees ordinarily are imposed by
such bank and usually are borne by the investor. Immediate notification by the
correspondent bank to the investor's bank is necessary to avoid a delay in
crediting the funds to the investor's bank account.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas 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 "Stock Certificates; Signatures."
Stock Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York
Stock Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program.
Guarantees must be signed by an authorized signatory of the guarantor and
"Signature-Guaranteed" must appear with the signature. The Transfer Agent
may request additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other suitable
verification arrangements from foreign investors, such as consular
verification. For more information with respect to signature-guarantees,
please call one of the telephone numbers listed on the cover.
Redemption Commitment. The Fund has committed to pay in cash all
redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Board of Directors reserves the right to make payments in whole
or part in securities or other assets of the Fund in case of an emergency
or any time a cash distribution would impair the liquidity of the Fund to
the detriment of the existing shareholders. In such event, the securities
would be valued in the same manner as the Fund's portfolio is valued. If
the recipient sold such securities, brokerage charges would be incurred.
Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities and
Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Shareholder
Services."
Corporate Pension, Profit-Sharing and Personal Retirement Plans. The
Fund makes available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan. In
addition, the Fund makes available Keogh Plans, IRAs, including IRAs set up
under a Simplified Employee Pension Plan ("SEP-IRAs") and IRA "Rollover
Accounts," and 403(b)(7) Plans. Plan support services also are available.
For details, please contact Dreyfus Group Retirement Plans, a division of
the Distributor, by calling toll free 1-800-358-5566.
Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request from the
Distributor forms for adoption of such plans.
A fee may be charged by the entity acting as custodian for Keogh
Plans, 403(b)(7) Plans or IRAs, payment of which could require the
liquidation of shares. All fees charged are described in the appropriate
form.
Shares may be purchased in connection with these plans only by direct
remittance to the entity which acts as custodian. Purchases for these
plans may not be made in advance of receipt of funds.
The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans, and SEP-IRAs, with more than one participant, is
$2,500, with no minimum on subsequent purchases. The minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans, with only one participant, is normally $750, with no minimum on
subsequent purchases. Individuals who open an IRA also may open a non-
working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan and the
appropriate form of Custodial Agreement for further details as to
eligibility, service fees and tax implications, and should consult a tax
adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Fund Shares."
Valuation of Portfolio Securities. The Fund's portfolio securities
are valued at the last sale price on the securities exchange or national
securities market on which such securities are primarily traded.
Securities not listed on an exchange or national securities market, or
securities in which there were no transactions, are valued at the average
of the most recent bid and asked prices. Bid price is used when no asked
price is available. Any securities or other assets for which recent market
quotations are not readily available are valued at fair value as determined
in good faith by the Board of Directors. Expenses and fees, including the
index management and administration fees (reduced by the expense
limitation, if any), are accrued daily and taken into account for the
purpose of determining the net asset value of Fund shares.
New York Stock Exchange Closings. The holidays (as observed) on which
the New York Stock Exchange is closed currently are: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
Taxation of the Fund. Management believes that the Fund qualified for
the fiscal year ended October 31, 1993 as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended (the "Code"). The Fund
intends to continue to so qualify as long as such qualification is in the
best interests of its shareholders. Qualification as a regulated
investment company relieves the Fund from any liability for Federal income
taxes to the extent its earnings are distributed in accordance with the
applicable provisions of the Code. Among the requirements for such
qualification is that less than 30% of the Fund's gross income must be
derived from the gain on the sale or other disposition of securities held
for less than three months. Accordingly, the Fund may be restricted in the
sale or other disposition of securities held for less than three months,
and in the utilization of certain investment techniques described in the
Prospectus under "Description of the Fund." The Code, however, allows the
Fund to net certain offsetting positions, making it easier for the Fund to
satisfy the 30% test. The term "regulated investment company" does not
imply the supervision of management or investment practices or policies by
any government agency.
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss. In addition, all or a portion of the
gain realized from engaging in "conversion transactions" may be treated as
ordinary income under Section 1258. "Conversion transactions" are defined
to include certain forward, futures, option and "straddle" transactions,
transactions marketed or sold to produce capital gains, or transactions
described in Treasury regulations to be issued in the future.
Under Section 1256 of the Code, gain or loss realized by the Fund from
certain financial futures transactions will be treated as 60% long-term
capital gain or loss and 40% short-term capital gain or loss. Gain or loss
will arise upon the exercise of such futures as well as from closing
transactions. In addition, any such futures remaining unexercised at the
end of the Fund's taxable year will be treated as sold for their then fair
market value, resulting in additional gain or loss to the Fund
characterized in the manner described above.
Offsetting positions held by the Fund involving futures may constitute
"straddles." Straddles are defined to include "offsetting positions" in
actively traded personal property. The tax treatment of straddles is
governed by Sections 1092 and 1258 of the Code, which, in certain
circumstances, overrides or modifies the provisions of Section 1256.
As such, all or a portion of any short or long-term capital gain from
certain "straddle" and conversion transactions may be recharacterized to
ordinary income. If a Fund were treated as entering into straddles by
reason of its futures transactions, such straddles could be characterized
as "mixed straddles" if the futures transactions comprising such straddles
were governed by Section 1256 of the Code. The Fund may make one or more
elections with respect to "mixed straddles." Depending upon which election
is made, if any, the results to the Fund may differ. If no election is
made, to the extent the straddle and conversion transaction rules apply to
positions established by the Fund, losses realized by the Fund will be
deferred to the extent of unrealized gain in any offsetting positions.
Moreover, as a result of the straddle rules, short-term capital loss on
straddle positions may be recharacterized as long-term capital loss, and
long-term capital gain may be recharacterized as short-term capital gain or
ordinary income.
Shareholder Taxation and Tax Reporting. Depending on the composition
of the Fund's income, all or a portion of the dividends paid by the Fund
from net investment income may qualify for the dividends received deduction
allowable to certain U.S. corporate shareholders ("dividends received
deduction"). In general, dividend income of the Fund distributed to
qualifying corporate shareholders will be eligible for the dividends
received deduction only to the extent that (i) the Fund's income consists
of dividends paid by U.S. corporations and (ii) the Fund would have been
entitled to the dividends received deduction with respect to such dividend
income if the Fund were not a regulated investment company. The dividends
received deduction for qualifying corporate shareholders may be further
reduced if the shares of the Fund held by them with respect to which
dividends are received are treated as debt-financed or deemed to have been
held for less than 46 days. In addition, the Code provides other
limitations with respect to the ability of a qualifying corporate
shareholder to claim the dividends received deduction in connection with
holding Fund shares.
Any dividend or distribution paid shortly after an investor's purchase
may have the effect of reducing the net asset value of his shares below the
cost of his investment. Such a dividend or distribution would be a return
on the investment in an economic sense although taxable as stated above.
In addition, the Code provides that if a shareholder holds shares of the
Fund for six months or less and has received a capital gain distribution
with respect to such shares, any loss incurred on the sale of such shares
will be treated as a long-term capital loss to the extent of the capital
gain distribution received.
PORTFOLIO TRANSACTIONS
WCM 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 WCM 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 WCM 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 June 19, 1991
(commencement of operations) through October 31, 1991 and for the fiscal
years ended October 31, 1992 and 1993, the Fund paid total brokerage
commissions of $1,586, $44,411 and $24,477, respectively, none of which was
paid to the Distributor. There were no spreads or concessions on principal
transactions in fiscal 1991, 1992 and 1993.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Performance
Information."
The Fund's average annual total return for the 1 and 2.370 year
periods ended October 31, 1993 was 21.22% and 17.64%, 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 June 19, 1991 (commencement of
operations) to October 31, 1993 was 46.96%. Total return is calculated by
subtracting the amount of the Fund's net asset value per share at the
beginning of a stated period from the net asset value per share at the end
of the period (after giving effect to the reinvestment of dividends and
distributions during the period), and dividing the result by the net asset
value per share at the beginning of the period.
Comparative performance information may be used from time to time in
advertising the Fund's shares, including data from Standard & Poor's 500
Composite Stock Price Index (the "S&P Index"), Lipper Analytical Services,
Inc., the Dow Jones Industrial Average and other industry publications.
The Fund's share price and yield fluctuate, and its investment return will
reflect applicable expenses. The Fund also may cite in its advertisements
or reports or other communications to shareholders, historical performance
of unmanaged indexes as reported in Ibbotson, Roger G. and Rex A.
Sinquefield, Stocks, Bonds, Bills and Inflation (SBBI), 1982 updated
annually in the SBBI Yearbook, Ibbotson Associates, Chicago. The Fund also
may cite in its advertisements to the aggregate amount of assets committed
to index investing by pension funds and/or other institutional investors,
which currently exceeds $300 billion.
The Fund's advertising materials may refer to the Standard & Poor's
MidCap 400 Index and the S&P Index which together represent approximately
86% of the total market capitalization of stocks traded in the United
States. From time to time, advertising materials for the Fund 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 of Common Stock 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 AUDITORS
Comerica Bank, 411 West Lafayette, Detroit, Michigan 48226, 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
Comerica Bank 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.
Ernst & Young, 787 Seventh Avenue, New York, New York 10019,
independent auditors, 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 Rating :
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity
for repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity.
PEOPLES S&P MIDCAP INDEX FUND, INC.
STATEMENT OF INVESTMENTS OCTOBER 31, 1993
SHARES COMMON STOCKS--99.9% VALUE
- ------ -----------
BASIC MATERIALS--7.8%
3,961 Albany International, Cl. A................... $ 71,298
37,372 American Barrick Resources.................... 1,013,715
3,804 Betz Laboratories............................. 165,474
4,810 Bowater....................................... 94,396
2,129 Brush Wellman................................. 29,274
2,450 Cabot......................................... 140,569
2,016 Carlisle Cos.................................. 67,284
3,091 Chesapeake.................................... 68,002
1,568 Cleveland-Cliffs.............................. 56,448
5,821 Consolidated Papers........................... 247,392
6,776 Crompton & Knowles............................ 132,132
3,243 Dexter........................................ 76,616
3,853 Ferro......................................... 122,333
2,908 First Brands.................................. 93,056
18,636 Freeport-McMoRan.............................. 314,483
5,279 (a) Georgia Gulf.................................. 99,641
2,124 Gibson Greetings.............................. 43,011
5,800 Glatfelter (P.H.)............................. 95,700
3,079 Hanna (M.A.).................................. 98,528
3,373 Harsco........................................ 141,666
19,425 LAC Minerals Ltd.............................. 143,259
5,846 Lawter International.......................... 79,652
4,818 Loctite....................................... 181,277
8,988 Lubrizol...................................... 312,333
1,928 Lukens........................................ 71,818
2,370 Pentair....................................... 74,655
3,920 Schulman (A.)................................. 119,560
2,556 (a) Sealed Air.................................... 76,361
6,606 Sigma-Aldrich................................. 326,997
11,524 Sonoco Products............................... 233,361
7,283 Sterling Chemicals............................ 26,401
2,654 Wausau Paper Mills............................ 105,828
6,416 Witco......................................... 191,678
-----------
5,114,198
-----------
CAPITAL GOODS/CONSTRUCTION--4.5%
6,200 AES........................................... 203,050
8,636 Allegheny Ludlum.............................. 178,118
4,911 CBI Industries................................ 127,686
3,033 CalMat........................................ 54,594
5,389 Calgon Carbon................................. 54,564
2,119 (a) Datascope..................................... 34,963
1,677 Duriron....................................... 37,732
2,125 (a) Enterra....................................... 49,937
3,817 Federal-Mogul................................. 100,673
4,151 GenCorp....................................... 65,378
2,794 Goulds Pumps.................................. 74,041
1,500 Granite Construction.......................... 28,875
2,344 Kaydon........................................ 49,517
1,450 Kennametal.................................... 58,181
4,579 Keystone International........................ 123,061
36,500 Laidlaw, Cl. B. (non-voting)................. 219,000
3,126 (a) MagneTek...................................... 47,281
5,320 Mark IV Industries............................ 118,370
2,355 Measurex...................................... 44,451
2,468 Nordson....................................... 132,038
2,688 OEA........................................... 77,952
6,984 (a) Parametric Technology......................... 277,614
6,209 RPM........................................... 110,986
2,349 (a) Rohr Industries............................... 18,498
2,241 (a) Southdown .................................... 54,624
4,326 Stewart & Stevenson Services.................. 195,752
4,713 Sundstrand.................................... 179,683
2,671 Thiokol....................................... 70,448
4,900 York International............................ 170,275
-----------
2,957,342
-----------
CONSUMER CYCLICALS--12.1%
1,232 Angelica...................................... 30,646
2,868 Arvin Industries.............................. 80,662
2,566 Belo (A.H.), Cl. A............................ 115,470
3,800 (a) Buffets....................................... 89,300
6,650 CML Group..................................... 197,006
1,915 CPI........................................... 33,512
3,237 (a) Caesars World................................. 144,046
2,963 Cardinal Distribution......................... 127,409
3,485 (a) Chris-Craft Industries........................ 148,112
11,473 (a) Circus Circus Enterprises..................... 411,594
2,690 Claire's Stores............................... 47,747
17,136 Coca Cola Enterprises......................... 242,046
7,825 Cracker Barrel Old Country Store.............. 207,362
2,200 Cross (A.T.), Cl. A........................... 30,800
7,843 Dole Food..................................... 217,643
5,468 Dollar General................................ 140,801
3,612 Duty Free International....................... 57,792
2,905 Edison Brothers Stores........................ 94,412
7,390 Family Dollar Stores.......................... 120,087
4,485 Federal Signal................................ 119,974
3,500 Fingerhut Cos................................. 101,500
10,200 (a) Fruit of the Loom, Cl. A...................... 359,550
2,819 Hancock Fabrics............................... 27,838
5,006 Harley-Davidson............................... 210,878
12,140 Home Shopping Network......................... 156,302
1,903 Houghton Mifflin.............................. 90,155
4,684 Intelligent Electronics....................... 102,462
3,283 (a) International Dairy Queen, Cl. A.............. 50,887
2,577 International Multifoods...................... 60,237
3,000 Lancaster Colony.............................. 138,750
2,374 Lands' End.................................... 100,895
5,098 Leggett & Platt............................... 223,675
3,945 (a) MacFrugal's Bargains Close Outs............... 63,120
10,636 McCormick & Co................................ 251,276
3,400 Media General, Cl. A.......................... 102,000
7,057 Merry-Go-Round Enterprises.................... 64,395
2,571 Michael Foods................................. 23,460
3,265 Miller (Herman)............................... 99,583
4,010 (a) Mirage Resorts................................ 226,064
3,299 Morrison Restaurants.......................... 118,352
4,892 (a) Multimedia.................................... 191,400
4,020 (a) Network Systems............................... 34,673
11,879 (a) Office Depot.................................. 393,492
3,300 Phillips-Van Heusen........................... 108,075
1,800 Sbarro........................................ 77,400
13,044 (a) Service Merchandise........................... 130,440
9,366 Shaw Industries............................... 423,812
2,019 Tiffany & Co.................................. 65,870
19,544 Tyson Foods, Cl. A............................ 451,955
8,837 Unifi......................................... 222,030
6,042 United States Shoe............................ 65,707
4,307 (a) Waban......................................... 54,376
2,907 Wallace Computer Services..................... 81,759
1,569 Washington Post, Cl. B........................ 391,466
2,797 (a) Western Publishing Group...................... 41,605
-----------
7,961,860
-----------
CONSUMER STAPLES--10.0%
3,795 (a) Acuson........................................ 51,707
1,434 (a) Advanced Technology Labs...................... 24,736
3,712 (a) Applied Bioscience International.............. 21,808
4,725 Bergen Brunswig, Cl. A........................ 73,828
4,226 (a) Biogen........................................ 164,814
5,644 Bob Evans Farms............................... 107,236
6,051 Carter-Wallace................................ 167,159
5,497 (a) Centocor...................................... 71,461
2,688 Church & Dwight............................... 69,552
4,670 (a) Continental Medical Systems................... 44,949
1,895 (a) Cordis........................................ 75,326
5,077 Dean Foods.................................... 130,098
3,100 (a) Diagnostek.................................... 55,800
1,771 Diagnostic Products........................... 32,763
1,800 Dibrell Brothers.............................. 54,000
1,914 Dreyer's Grand Ice Cream...................... 57,420
4,354 (a) FHP International............................. 84,903
4,978 Flowers Industries............................ 94,582
5,700 (a) Forest Laboratories........................... 240,825
3,179 (a) Genzyme....................................... 99,344
3,713 (a) HEALTHSOUTH Rehabilitation.................... 65,906
5,400 Hannaford Brothers............................ 126,225
6,300 IBP........................................... 160,650
9,500 IVAX.......................................... 276,687
20,280 Medco Containment Services.................... 760,500
4,787 (a) Medical Care America.......................... 119,077
10,432 Mylan Laboratories............................ 309,048
1,117 NCH........................................... 64,786
3,474 Neutrogena.................................... 66,874
6,448 (a) NovaCare...................................... 83,824
3,561 (a) PacifiCare Health Systems, Cl. A.............. 113,062
1,564 Puritan-Bennett............................... 25,806
3,000 Ruddick....................................... 64,875
3,481 Savannah Foods & Industries................... 53,085
2,008 (a) Sci-Med Life Systems.......................... 97,388
3,920 Smucker (J.M.), Cl. A......................... 98,490
2,578 Stanhome...................................... 71,539
6,375 Stryker....................................... 173,719
4,969 Surgical Care Affiliates...................... 98,759
3,282 (a) Synergen...................................... 47,179
5,328 T2 Medical.................................... 41,292
5,191 Tambrands..................................... 219,969
14,203 U.S. HealthCare............................... 658,664
9,958 United Healthcare............................. 695,815
4,666 Universal..................................... 117,817
3,464 Universal Foods............................... 119,075
5,715 (a) Vons Cos...................................... 105,013
2,789 (a) XOMA.......................................... 18,826
-----------
6,576,261
-----------
DIVERSIFIED--10.3%
3,300 (a) Air & Water Technologies, Cl. A............... 45,787
2,676 (a) Altera........................................ 73,924
3,920 (a) American Waste Services, Cl. A................ 7,840
8,826 Aon........................................... 458,952
10,515 Battle Mountain Gold.......................... 99,892
6,014 (a) Brinker International......................... 251,084
17,110 Burlington Resources.......................... 793,476
1,022 Carpenter Technology.......................... 55,954
3,114 (a) Cirrus Logic.................................. 108,990
5,931 (a) Clayton Homes................................. 157,171
3,701 Danaher....................................... 129,535
1,852 Donaldson..................................... 78,015
2,784 (a) Exabyte....................................... 44,196
4,000 Fisher-Price.................................. 146,500
1,842 Fuller (H.B.)................................. 59,404
2,573 GATX.......................................... 98,096
21,100 (a) Global Marine................................. 105,500
6,370 Heilig-Meyers................................. 205,433
3,261 IMC Fertilizer Group.......................... 118,619
16,076 International Game Technology................. 568,689
3,121 (a) Jacobs Engineering Group...................... 73,734
5,496 Kansas City Southern Industries............... 248,007
4,145 Lance......................................... 87,563
1,793 Lawson Products............................... 48,411
6,836 Longview Fibre................................ 121,339
3,930 MAPCO......................................... 233,835
1,100 (a) MAXXAM........................................ 35,750
3,026 (a) Magma Power................................... 108,936
3,175 Mid-American Waste Systems.................... 25,797
3,920 Modine Manufacturing.......................... 100,940
5,882 Murphy Oil.................................... 264,690
3,297 (a) National Pizza, Cl. A......................... 23,079
2,340 (a) Octel Communications.......................... 58,500
2,470 Olin.......................................... 114,546
3,999 Omnicom Group................................. 181,955
2,568 Oregon Steel Mills............................ 60,669
4,720 (a) Seagull Energy................................ 132,160
1,236 Sequa, Cl. A.................................. 41,561
3,822 Sizzler International......................... 38,698
2,200 Teleflex...................................... 63,525
6,297 (a) Thermo Electron............................... 256,603
6,173 Topps......................................... 49,384
3,025 Transatlantic Holdings........................ 159,947
5,251 Trinity Industries............................. 207,415
3,103 (a) VeriFone....................................... 53,527
4,261 Wellman........................................ 72,970
7,224 Willamette Industries.......................... 301,602
-----------
6,772,200
-----------
ENERGY--3.5%
7,681 Anadarko Petroleum............................. 361,007
7,936 Apache......................................... 211,296
2,085 (a) BJ Services.................................... 47,173
12,156 Baroid......................................... 100,287
3,748 Diamond Shamrock............................... 100,259
4,900 El Paso Natural Gas............................ 180,688
10,538 Lyondell Petrochemical......................... 209,443
3,840 MCN............................................ 137,280
8,200 (a) Nabors Industries.............................. 71,750
6,527 Noble Affiliates............................... 181,940
7,237 (a) Parker Drilling................................ 49,754
3,586 Quaker State................................... 49,756
5,248 Questar........................................ 198,112
12,982 Ranger Oil Ltd................................. 71,401
4,810 (a) Smith International............................ 53,511
3,823 Tosco.......................................... 107,044
5,676 Valero Energy.................................. 142,610
4,365 (a) Varco International............................ 34,374
-----------
2,307,685
-----------
FINANCIAL--15.4%
13,523 AFLAC.......................................... 425,974
3,690 Bancorp Hawaii................................. 163,282
12,287 Bank of New York............................... 654,283
15,601 Bear Stearns Cos............................... 343,222
5,059 Central Fidelity Banks......................... 141,652
5,957 (a) City National.................................. 45,422
5,306 Comdisco........................................ 107,446
15,610 Comerica....................................... 411,714
7,007 Continental Bank............................... 178,678
4,745 Crestar Financial.............................. 189,207
3,954 Dauphin Deposit................................ 96,873
4,900 Dreyfus........................................ 196,612
5,907 Edwards (A.G.)................................. 182,379
7,890 Fifth Third Bancorp............................ 414,225
4,914 First Alabama Bancshares....................... 164,619
15,104 First Bank System.............................. 479,552
5,006 First Security ................................ 137,665
3,686 First Tennessee National....................... 140,068
4,206 First Virginia Banks........................... 148,261
7,510 First of America Bank.......................... 289,135
10,808 Franklin Resources............................. 517,433
2,696 Hartford Steam Boiler Inspection &
Insurance Co................................. 129,745
5,676 Kemper......................................... 215,688
13,238 KeyCorp........................................ 456,711
3,261 Liberty National Bancorp....................... 91,308
8,491 Marshall & Ilsley.............................. 193,170
3,054 Mercantile Bancorporation...................... 150,410
6,034 Mercantile Bankshares.......................... 119,926
7,477 Meridian Bancorp............................... 228,049
9,836 Morgan Stanley Group........................... 773,356
6,924 Northern Trust................................. 282,153
2,977 (a) Policy Management Systems...................... 83,356
9,387 Progressive.................................... 429,455
5,764 Provident Life & Accident
Insurance Co. of America, Cl. B.............. 177,243
7,583 Schwab (Charles)............................... 261,614
7,218 Sotheby's Holdings, Cl. A...................... 92,030
10,095 SouthTrust..................................... 190,543
9,942 State Street Boston............................ 382,767
6,742 UJB Financial.................................. 173,607
4,264 West One Bancorp............................... 117,793
4,900 Wilmington Trust............................... 145,775
-----------
10,122,401
-----------
TECHNOLOGY--11.9%
5,822 AMETEK......................................... 80,052
4,127 (a) AST Research................................... 85,119
5,906 Adobe Systems.................................. 128,455
1,703 (a) Aldus.......................................... 37,892
11,600 (a) American Power Conversion...................... 258,100
6,365 (a) Analog Devices................................. 141,621
1,565 (a) Anthem Electronics............................. 50,276
10,544 (a) Applied Materials.............................. 332,136
3,900 (a) Arrow Electronics.............................. 144,787
5,304 Avnet.......................................... 208,182
3,455 (a) BMC Software................................... 166,272
3,812 Beckman Instruments............................ 104,830
3,511 (a) Borland International.......................... 60,565
3,700 (a) Cabletron Systems.............................. 341,325
5,825 (a) Cadence Design System.......................... 67,716
16,168 (a) cisco Systems.................................. 828,610
6,408 (a) Conner Peripherals............................. 77,697
3,304 (a) Convex Computer................................ 18,172
4,709 (a) Cypress Semiconductor.......................... 55,919
4,787 (a) Dell Computer................................. 96,937
7,739 First Financial Management..................... 423,710
5,100 (a) Fiserv......................................... 109,650
4,261 HON Industries................................. 118,243
3,296 (a) Information Resources.......................... 122,776
1,759 (a) KnowledgeWare.................................. 28,584
5,998 (a) LSI Logic...................................... 86,971
4,670 Linear Technology.............................. 152,942
6,009 Mentor Graphics................................ 70,606
5,227 Micron Technology.............................. 248,282
8,261 Molex.......................................... 295,331
10,900 (a) NEXTEL Communications, Cl. A................... 592,687
1,004 National Presto Industries..................... 55,220
2,215 (a) Nellcor........................................ 50,391
1,749 Precision Castparts............................ 46,786
5,753 (a) Quantum........................................ 73,351
2,788 Reynolds & Reynolds, Cl. A..................... 108,732
8,904 (a) Seagate Technology............................. 198,114
5,081 Sensormatic Electronics........................ 236,267
3,882 (a) Sequent Computer Systems....................... 65,994
8,567 (a) Silicon Graphics............................... 372,665
3,807 Standard Register.............................. 75,188
5,421 (a) Storage Technology............................. 140,268
2,994 (a) Stratus Computer............................... 87,575
3,766 (a) Structural Dynamics Research................... 61,668
3,576 (a) Symantec....................................... 72,414
3,116 (a) Symbol Technologies............................ 52,583
8,092 (a) SynOptics Communications....................... 224,553
4,522 (a) Teradyne....................................... 109,093
2,369 Varian Associates.............................. 117,858
2,922 (a) Xilinx......................................... 116,150
-----------
7,799,315
-----------
TRANSPORT & SERVICES--7.8%
2,669 Airborne Freight............................... 80,404
1,787 Alaska Air Group............................... 28,592
6,057 Alexander & Baldwin............................ 143,854
1,706 American President Cos., Ltd................... 94,683
1,700 Arnold Industries.............................. 68,000
4,480 Atlantic Southeast Airlines.................... 152,320
2,624 Banta.......................................... 89,872
14,366 (a) CUC International.............................. 553,091
4,052 (a) Chiron......................................... 326,186
6,110 Cintas......................................... 178,717
2,682 Diebold........................................ 160,249
2,261 Ennis Business Forms........................... 28,828
9,855 Equifax........................................ 251,302
4,488 FlightSafety International..................... 152,592
31,860 General Motors Cl. E........................... 979,695
4,630 (a) HealthCare COMPARE............................. 101,860
5,641 Illinois Central, Cl. A........................ 188,268
4,362 (a) International Technology....................... 16,358
4,985 Kelly Services, Cl. A.......................... 127,118
4,499 (a) LEGENT......................................... 109,101
4,270 Overseas Shipholding Group..................... 87,535
2,240 PHH............................................ 102,200
3,875 Paychex........................................ 135,625
4,705 Rollins........................................ 112,920
18,300 Southwest Airlines............................. 567,300
6,905 Tidewater...................................... 157,089
1,991 Watts Industries, Cl. A........................ 91,586
-----------
5,085,345
-----------
UTILITIES--16.6%
3,578 (a) ADC Telecommunications......................... 130,597
7,561 Allegheny Power System......................... 416,800
3,231 Atlanta Gas Light.............................. 118,739
6,854 Atlantic Energy................................ 153,358
1,795 Black Hills.................................... 43,753
5,794 Brooklyn Union Gas............................. 156,438
11,045 CMS Energy..................................... 291,312
2,920 Central Louisiana Electric..................... 77,015
4,215 Central Maine Power............................ 75,343
6,758 Century Telephone Enterprises.................. 185,845
11,433 Cincinnati Gas & Electric...................... 327,270
5,136 Comsat......................................... 180,402
7,634 Delmarva Power & Light......................... 183,216
11,616 Florida Progress............................... 413,820
3,529 Hawaiian Electric Industries................... 133,661
4,934 IPALCO Enterprises............................. 181,941
4,783 Idaho Power.................................... 153,056
9,976 Illinois Power................................. 229,448
2,994 Indiana Energy................................. 68,488
3,865 Iowa-Illinois Gas & Electric................... 98,074
8,180 Kansas City Power & Light...................... 196,320
7,439 (a) LDDS Communications............................ 373,810
4,307 LG&E Energy.................................... 179,817
2,134 Lincoln Telecommunications..................... 85,893
3,937 Minnesota Power & Light........................ 128,937
6,815 Montana Power.................................. 183,153
8,648 NIPSCO Industries.............................. 294,032
4,737 National Fuel Gas.............................. 168,163
5,211 Nevada Power................................... 130,926
8,516 New England Electric System.................... 355,543
9,188 New York State Electric & Gas.................. 302,055
17,660 Northeast Utilities............................ 463,575
5,273 Oklahoma Gas & Electric........................ 187,851
5,959 Penn Central................................... 201,861
11,436 Pinnacle West Capital.......................... 263,028
6,257 Portland General Electric...................... 135,308
15,083 Potomac Electric Power......................... 422,324
7,881 Public Service Co. of Colorado................. 237,415
5,494 (a) Public Service Co. of New Mexico............... 61,121
8,190 Puget Sound Power & Light...................... 205,774
4,411 Rochester Telephone............................ 211,177
5,882 SCANA.......................................... 302,923
8,383 Southern New England
Telecommunications........................... 304,932
5,382 Southwestern Public Service.................... 171,551
3,248 TCA Cable TV................................... 94,598
15,118 TECO Energy.................................... 374,171
6,200 Telephone & Data Systems....................... 338,675
5,400 UtiliCorp United............................... 178,200
3,338 (a) Vanguard Cellular Systems, Cl. A............... 107,651
3,879 WPL Holdings................................... 135,765
2,680 Washington Gas Light........................... 114,905
13,687 Wisconsin Energy............................... 398,634
-----------
10,928,664
-----------
TOTAL INVESTMENTS
(cost $57,442,842)............................. 99.9% $65,625,271
===== ===========
CASH AND RECEIVABLES (NET)....................... .1% $ 64,374
===== ===========
NET ASSETS....................................... 100.0% $65,689,645
===== ===========
NOTE TO STATEMENT OF INVESTMENTS;
(A) Non-income producing.
See notes to financial statements.
<TABLE>
<CAPTION>
PEOPLES S&P MIDCAP INDEX FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1993
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $57,442,842)-see statement..................................................... $65,625,271
Cash................................................................................... 1,549,344
Dividends receivable................................................................... 77,790
Receivable for investment securities sold.............................................. 71,478
Prepaid expenses....................................................................... 46,634
Due from The Dreyfus Corporation....................................................... 6,714
-----------
67,377,231
LIABILITIES:
Payable for Common Stock redeemed...................................................... $1,572,658
Accrued expenses and other liabilities................................................. 114,928 1,687,586
---------- -----------
NET ASSETS............................................................................... $65,689,645
===========
REPRESENTED BY:
Paid-in capital........................................................................ $54,463,448
Accumulated undistributed investment income-net........................................ 893,725
Accumulated undistributed net realized gain on investments............................. 2,150,043
Accumulated net unrealized appreciation on investments-Note 3(b)....................... 8,182,429
-----------
NET ASSETS at value applicable to 3,726,135 shares outstanding
(200 million shares of $.001 par value Common Stock authorized)........................ $65,689,645
===========
NET ASSET VALUE, offering and redemption price per share
($65,689,645 / 3,726,135 shares)....................................................... $17.63
======
</TABLE>
See notes to financial statements.
<TABLE>
PEOPLES S&P MIDCAP INDEX FUND, INC.
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1993
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $1,341 foreign taxes withheld at source)...................... $1,085,571
Interest............................................................................. 43,515
TOTAL INCOME..................................................................... ---------- $ 1,129,086
EXPENSES:
Index management fee--Note 2(a)...................................................... 54,913
Administration fee--Note 2(a)........................................................ 164,739
Shareholder servicing costs--Note 2(b)............................................... 70,673
Auditing fees........................................................................ 53,575
Registration fees.................................................................... 26,487
Custodian fees--Note 2(a)............................................................ 20,665
License fees......................................................................... 19,594
Directors' fees and expenses--Note 2(c).............................................. 16,882
Prospectus and shareholders' reports................................................. 15,664
Organization expenses................................................................ 13,463
Legal fees........................................................................... 9,631
Miscellaneous........................................................................ 1,351
----------
467,637
Less-expense reimbursement from WCM and Dreyfus
due to undertakings and redemption fee-Note 2(a)................................... 420,115
----------
TOTAL EXPENSES................................................................... 47,522
-----------
INVESTMENT INCOME-NET............................................................ 1,081,564
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments-Note 3(a)............................................. $2,163,447
Net realized gain on financial futures-Note 3(a)....................................... 189,990
----------
NET REALIZED GAIN.................................................................... 2,353,437
Net unrealized appreciation on investments [including ($1,800)
net unrealized (depreciation) on financial futures].................................. 6,695,691
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS.................................... 9,049,128
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..................................... $10,130,692
===========
</TABLE>
See notes to financial statements.
<TABLE>
PEOPLES S&P MIDCAP INDEX FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED OCTOBER 31,
---------------------------
1992 1993
----------- -----------
<S> <C> <C>
OPERATIONS:
Investment income--net................................................. $ 673,341 $ 1,081,564
Net realized gain on investments....................................... 581,313 2,353,437
Net unrealized appreciation on investments for the year................ 1,108,819 6,695,691
----------- -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................. 2,363,473 10,130,692
----------- -----------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income--net................................................. (90,356) (815,333)
Net realized gain on investments....................................... (52,519) (784,566)
----------- -----------
TOTAL DIVIDENDS...................................................... (142,875) (1,599,899)
----------- -----------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold.......................................... 76,484,255 57,396,624
Dividends reinvested................................................... 140,743 1,544,124
Cost of shares redeemed................................................ (38,293,502) (47,770,399)
----------- -----------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS............... 38,331,496 11,170,349
----------- -----------
TOTAL INCREASE IN NET ASSETS....................................... 40,552,094 19,701,142
NET ASSETS:
Beginning of year...................................................... 5,436,409 45,988,503
----------- -----------
End of year (including undistributed investment income-net:
$627,494 in 1992 and $893,725 in 1993)............................... $45,988,503 $65,689,645
=========== ===========
SHARES SHARES
----------- -----------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................ 5,288,611 3,469,387
Shares issued for dividends reinvested................................. 9,870 97,298
Shares redeemed........................................................ (2,633,627) (2,902,418)
---------- ----------
NET INCREASE IN SHARES OUTSTANDING................................... 2,664,854 664,267
========== ==========
</TABLE>
See notes to financial statements.
PEOPLES S&P MIDCAP INDEX FUND, INC.
FINANCIAL HIGHLIGHTS
Reference is made to page 2 to of the Fund's Prospectus dated
January 21, 1994.
See notes to financial statements
PEOPLES S&P MIDCAP INDEX FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940
("Act") as a non-diversified open-end management investment company.
Woodbridge Capital Management, Inc. ("WCM"), an indirect wholly owned
subsidiary of Comerica Bank ("CB"), serves as the Fund's index manager.
CB serves as the Fund's custodian. The Dreyfus Corporation ("Dreyfus")
serves as the Fund's administrator. Dreyfus Service Corporation
("Distributor"), a wholly-owned subsidiary of Dreyfus, acts as the
exclusive distributor of the Fund's shares, which are sold without a
sales charge.
(A) PORTFOLIO VALUATION: Investments in securities (including options
and financial futures) are valued at the last sales price on the
securities exchange on which such securities are primarily traded or at
the last sales price on the national securities market. Securities not
listed on an exchange or the national securities market, or securities
for which there were no transactions, are valued at the average of the
most recent bid and asked prices. Bid price is used when no asked price
is available. Short-term investments are carried at amortized cost,
which approximates value. Investments traded in foreign currencies are
translated to U.S. dollars at the prevailing rates of exchange.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Dividend income is recognized on the ex-dividend date and interest
income, including, where applicable, amortization of discount on
investments, is recognized on the accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-
dividend date. Dividends from investment income-net and dividends from
net realized capital gain are normally declared and paid annually, but
the Fund may make distributions on a more frequent basis to comply with
the distribution requirements of the Internal Revenue Code. To the
extent that net realized capital gain can be offset by capital loss
carryovers, if any, it is the policy of the Fund not to distribute such
gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in
the best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
NOTE 2--MANAGEMENT FEE, ADMINISTRATION FEE AND OTHER TRANSACTIONS
WITH AFFILIATES:
(A) Fees paid by the Fund pursuant to the provisions of an Index
Management Agreement with WCM and an Administration Agreement with
Dreyfus are payable monthly. WCM and Dreyfus receive annual fees of .10
of 1% and .30 of 1%, respectively, of the average daily value of the
Fund's net assets. The agreements further provide that if the aggregate
expenses of the Fund, exclusive of interest, taxes, brokerage and
extraordinary expenses, exceed the expense limitation of any state
having jurisdiction over the Fund, the Fund may deduct from the fees to
be paid to each of WCM and Dreyfus, or WCM 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 2-1/2% of the first $30 million, 2% of the next $70
million and 1 1/2% of the excess over $100 million of the average value
of the Fund's net assets in accordance with California "blue sky"
regulations. However, WCM and Dreyfus had undertaken from November 1,
1992 through June 30, 1993, to waive the index management fee and
administration fee and Dreyfus had assumed all other expenses of the
Fund not paid by the 1% redemption fee. WCM and Dreyfus have currently
undertaken from July 1, 1993 through December 31, 1993, or until such
time as the net assets of the Fund exceed $100 million, regardless of
whether they remain at that level, to waive the index management fee and
administration fee. In addition, Dreyfus has undertaken, to assume all
other expenses in excess of an annual rate of .25 of 1% of the average
daily value of the Fund's net assets.
For the year ended October 31, 1993, pursuant to the undertakings, WCM
waived its index management fee of $54,913 and Dreyfus waived its
administration fee of $164,739 and reimbursed excess expenses of
$199,938. In addition, CB earned $20,665 for custodian services provided
to the Fund. For the year ended October 31, 1993, the Fund received $525
in redemption fees.
(B) Pursuant to the Fund's Shareholder Services Plan, the Fund
reimburses the Distributor an amount not to exceed an annual rate of .25
of 1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder
accounts. During the year ended October 31, 1993, the Fund was charged
an aggregate of $37,203 pursuant to the Shareholder Services Plan.
(C) Certain officers and directors of the Fund are "affiliated
persons," as defined in the Act, of Dreyfus. Each director who is not an
"affiliated person" receives an annual fee of $2,500 and an attendance
fee of $500 per meeting.
NOTE 3-SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment
securities, other than short-term securities, for the year ended October
31, 1993 amounted to $21,483,652 and $9,013,966, respectively.
The Fund engages in trading financial futures contracts. The Fund is
exposed to market risk as a result of changes in the value of the
underlying financial instruments. Investments in financial futures
require the Fund to "mark to market" on a daily basis, which reflects
the change in the market value of the contract at the close of each
day's trading. Accordingly, variation margin payments are made or
received to reflect daily unrealized gains or losses. When the contracts
are closed, the Fund recognizes a realized gain or loss. These
investments require initial margin deposits with a custodian, which
consist of cash or cash equivalents, up to approximately 10% of the
contract amount. The amount of these deposits is determined by the
exchange or Board of Trade on which the contract is traded and is
subject to change. At October 31, 1993, there were no financial futures
contracts outstanding.
(B) At October 31, 1993, accumulated net unrealized appreciation on
investments was $8,182,429, consisting of $11,601,649 gross unrealized
appreciation and $3,419,220 gross unrealized depreciation.
At October 31, 1993, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
PEOPLES S&P MIDCAP INDEX FUND, INC.
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
PEOPLES S&P MIDCAP INDEX FUND, INC.
We have audited the accompanying statement of assets and liabilities
of Peoples S&P MidCap Index Fund, Inc., including the statement of
investments, as of October 31, 1993, and the related statement of
operations for the year then ended, the statement of changes in net
assets for each of the two years in the period then ended, and financial
highlights for each of the years indicated therein. 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, 1993 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Peoples S&P MidCap Index Fund, Inc. at October 31,
1993, the results of its operations for the year then ended, the changes
in its net assets for each of the two years in the period then ended,
and the financial highlights for each of the indicated years, in
conformity with generally accepted accounting principles.
Ernst & Young
New York, New York
December 7, 1993
PEOPLES S&P MIDCAP 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 June 19,
1991 (commencement of operations) to October 31, 1991 and
for the fiscal years ended October 31, 1992 and 1993.
Included in Part B of the Registration Statement:
Statement of Investments--October 31, 1993
Statement of Assets and Liabilities--October 31, 1993
Statement of Operations--year ended October 31, 1993
Statement of Changes in Net Assets--For the fiscal
years ended October 31, 1992 and 1993.
Notes to Financial Statements.
Report of Independent Auditors, dated December 7, 1993.
Schedule Nos. I through VII and other financial statement information, for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are 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
thereto which are included in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1)(a) Articles of Incorporation.
(1)(b) Articles of Amendment to the Articles of Incorporation.
(2) By-Laws.
(5)(a) Index Management Agreement.
(5)(b) Administration Agreement.
(6) The Distribution Agreement is incorporated by reference to
Exhibit (6) of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on June 19, 1991.
(8) The 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 19, 1991.
(9) Shareholder Services Plan.
(10) Opinion and consent of Stroock & Stroock & Lavan dated June 19,
1991.
(11) Consent of Ernst & Young, Independent Auditors.
(16) Schedules of Computation of Performance Data.
Other Exhibits
______________
(a) Powers of Attorney.
(b) Certificate of Secretary is incorporated by reference
to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on June 19, 1991.
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 15, 1993
______________ _____________________________
Shares of Common Stock
Par value $.001 per share 2,340
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 19, 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 Woodbridge Capital Management,
Inc. (SEC File No. 801-16895).
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Money Market Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) The Dreyfus Fund Incorporated
21) Dreyfus Global Investing, Inc.
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth Opportunity Fund, Inc.
26) Dreyfus Institutional Money Market Fund
27) Dreyfus Institutional Short Term Treasury Fund
28) Dreyfus Insured Municipal Bond Fund, Inc.
29) Dreyfus Intermediate Municipal Bond Fund, Inc.
30) Dreyfus International Equity Fund, Inc.
31) Dreyfus Investors GNMA Fund, L.P.
32) The Dreyfus Leverage Fund, Inc.
33) Dreyfus Life and Annuity Index Fund, Inc.
34) Dreyfus Liquid Assets, Inc.
35) Dreyfus Massachusetts Intermediate Municipal Bond Fund
36) Dreyfus Massachusetts Municipal Money Market Fund
37) Dreyfus Massachusetts Tax Exempt Bond Fund
38) Dreyfus Michigan Municipal Money Market Fund, Inc.
39) Dreyfus Money Market Instruments, Inc.
40) Dreyfus Municipal Bond Fund, Inc.
41) Dreyfus Municipal Cash Management Plus
42) Dreyfus Municipal Money Market Fund, Inc.
43) Dreyfus New Jersey Intermediate Municipal Bond Fund
44) Dreyfus New Jersey Municipal Bond Fund, Inc.
45) Dreyfus New Jersey Municipal Money Market Fund, Inc.
46) Dreyfus New Leaders Fund, Inc.
47) Dreyfus New York Insured Tax Exempt Bond Fund
48) Dreyfus New York Municipal Cash Management
49) Dreyfus New York Tax Exempt Bond Fund, Inc.
50) Dreyfus New York Tax Exempt Intermediate Bond Fund
51) Dreyfus New York Tax Exempt Money Market Fund
52) Dreyfus Ohio Municipal Money Market Fund, Inc.
53) Dreyfus 100% U.S. Treasury Intermediate Term Fund, L.P.
54) Dreyfus 100% U.S. Treasury Long Term Fund, L.P.
55) Dreyfus 100% U.S. Treasury Money Market Fund, L.P.
56) Dreyfus 100% U.S. Treasury Short Term Fund, L.P.
57) Dreyfus Pennsylvania Municipal Money Market Fund
58) Dreyfus Short-Intermediate Government Fund
59) Dreyfus Short-Intermediate Municipal Bond Fund
60) Dreyfus Short-Term Income Fund, Inc.
61) Dreyfus Strategic Growth, L.P.
62) Dreyfus Strategic Income
63) Dreyfus Strategic Investing
64) Dreyfus Strategic World Investing, L.P.
65) Dreyfus Tax Exempt Cash Management
66) The Dreyfus Third Century Fund, Inc.
67) Dreyfus Treasury Cash Management
68) Dreyfus Treasury Prime Cash Management
69) Dreyfus Variable Investment Fund
70) Dreyfus-Wilshire Target Funds, Inc.
71) Dreyfus Worldwide Dollar Money Market Fund, Inc.
72) First Prairie Cash Management
73) First Prairie Diversified Asset Fund
74) First Prairie Money Market Fund
75) First Prairie Tax Exempt Bond Fund, Inc.
76) First Prairie Tax Exempt Money Market Fund
77) First Prairie U.S. Treasury Securities Cash Management
78) FN Network Tax Free Money Market Fund, Inc.
79) General California Municipal Bond Fund, Inc.
80) General California Municipal Money Market Fund
81) General Government Securities Money Market Fund, Inc.
82) General Money Market Fund, Inc.
83) General Municipal Bond Fund, Inc.
84) General Municipal Money Market Fund, Inc.
85) General New York Municipal Bond Fund, Inc.
86) General New York Municipal Money Market Fund
87) Pacific American Fund
88) Peoples Index Fund, Inc.
89) Premier California Insured Municipal Bond Fund
90) Premier California Municipal Bond Fund
91) Premier GNMA Fund
92) Premier Growth Fund, Inc.
93) Premier Municipal Bond Fund
94) Premier New York Municipal Bond Fund
95) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Howard Stein* Chairman of the Board None
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President and Director President
and
Director
Lawrence M. Greene* Executive Vice President and Director None
Julian M. Smerling* Executive Vice President and Director None
Elie M. Genadry* Executive Vice President Senior
Vice
President
Hank Gottmann* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President None
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President None
and Director of Marketing
Diane M. Coffey* Vice President None
Walter T. Harris* Vice President None
William Harvey* Vice President None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President-Trading None
Daniel C. Maclean* Secretary Vice
President
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices with Positions and
Name and principal Broker-Dealer Division of offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Elie M. Genadry* President Senior
Vice
President
Craig E. Smith* Executive Vice President None
Peter Moeller* Vice President and Sales Manager None
Kristina Williams
Pomano Beach, FL Vice President-Administration None
Edward Donley
Latham, NY Regional Vice President None
Glenn Farinacci* Regional Vice President None
Peter S. Ferrentino
San Francisco, CA Regional Vice President None
William Frey
Hoffman Estates, IL Regional Vice President None
Suzanne Haley
Tampa, FL Regional Vice President None
Philip Jochem
Warrington, PA Regional Vice President None
Fred Lanier
Atlanta, GA Regional Vice President None
Beth Presson
Colchester, VT Regional Vice President None
Joseph Reaves
New Orleans, LA Regional Vice President None
Christian Renninger
Germantown, MD Regional Vice President None
Kurt Wiessner
Minneapolis, MN Regional Vice President None
Mary Rogers** Assistant Vice President None
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Institutional Services Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President Senior
Vice
President
Donald A. Nanfeldt* Executive Vice President None
Charles Cardona** Senior Vice President None
Stacy Alexander* Vice President None
Eric Almquist* Vice President None
James E. Baskin+++++++ Vice President None
Kenneth Bernstein
Boca Raton, FL Vice President-Institutional Sales None
Stephen Burke* Vice President None
Laurel A. Diedrick
Burrows*** Vice President None
Daniel L. Clawson++++ Vice President None
Michael Caraboolad
Gates Mills, OH Vice President-Institutional Sales None
Laura Caudillo++ Vice President-Institutional Sales None
Steven Faticone***** Vice-President-Institutional Sales None
William E. Findley**** Vice President None
Mary Genet***** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President-Institutional Sales None
Carol Anne Kelty* Vice President-Institutional Sales None
Gwenn Kessler***** Vice President-Institutional Sales None
Nancy Knee++++ Vice President-Institutional Sales None
Bradford Lange* Vice President-Institutional Sales None
Kathleen McIntyre
Lewis++ Vice President None
Eva Machek***** Vice President-Institutional Sales None
Mary McCabe*** Vice President-Institutional Sales None
James McNamara***** Vice President-Institutional Sales None
James Neiland* Vice President None
Susan M. O'Connor* Vice President-Institutional
Seminars None
Andrew Pearson+++ Vice President-Institutional Sales None
Jean Heitzman Penny***** Vice President-Institutional Sales None
Dwight Pierce+ Vice President None
Lorianne Pinto* Vice President-Institutional Sales None
Douglas Rentschler
Grosse Point Park, MI Vice President-Institutional Sales None
Leah Ryan**** Vice President-Institutional Sales None
Emil Samman* Vice President-Institutional
Marketing None
Edward Sands* Vice President-Institutional
Administration None
William Schalda* Vice President None
Sue Ann Seefeld++++ Vice President-Institutional Sales None
Elizabeth Biordi Vice President-Institutional
Wieland* Administration None
Jeanne Butler* Assistant Vice President-
Institutional Operations None
Roberta Hall***** Assistant Vice President-
Institutional Servicing None
Tracy Hopkins** Assistant Vice President-
Institutional Operations None
Lois Paterson* Assistant Vice President-
Institutional Operations None
Karen Markovic
Shpall++++++ Assistant Vice President None
Patrick Synan** Assistant Vice President-
Institutional Support None
Emilie Tongalson** Assistant Vice President-
Institutional Servicing None
Carolyn Warren++ Assistant Vice President-
Institutional Servicing None
Tonda Watson**** Assistant Vice President-
Institutional Sales None
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Group Retirement Plans Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President Senior
Vice
President
Robert W. Stone* Executive Vice President None
Paul Allen* Executive Vice President-
National Sales None
Leonard Larrabee* Vice President and Senior Counsel None
George Anastasakos* Vice President None
Bart Ballinger++ Vice President-Sales None
Paula Cleary* Vice President-Marketing None
Ellen S. Dinas* Vice President-Marketing/Communications None
Wendy Holcomb++ Vice President-Sales None
William Gallagher* Vice President-Sales None
Brent Glading* Vice President-Sales None
Gerald Goz* Vice President-Sales None
Jeffrey Lejune
Dallas, TX Vice President-Sales None
Samuel Mancino** Vice President-Installation None
Joanna Morris* Vice President-Sales None
Joseph Pickert++ Vice President-Sales None
Alison Saunders** Vice President-Enrollment None
Scott Zeleznik* Vice President-Sales None
Alana Zion* Vice President-Sales None
Jeffrey Blake* Assistant Vice President-Sales None
_____________________________________________________
* The address of the offices so indicated is 200 Park Avenue, New
York, New York 10166
** The address of the offices so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580 California
Street,
San Francisco, California 94104.
**** The address of the offices so indicated is 3384 Peachtree Road,
Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South LaSalle
Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box 1657, Duxbury,
Massachusetts 02331.
++ The address of the offices so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick Lane,
Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln Street,
Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest Hill
Avenue, Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond Street,
San Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box 757,
Holliston, Massachusetts 01746.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. Comerica Bank
411 West Lafayette
Detroit, MI 48226
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting
upon the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Registrant's latest annual report to shareholders,
upon request and without charge.
POWER OF ATTORNEY
Each person whose signature appears below on this Amendment
to Registration Statement hereby constitutes and appoints Mark N.
Jacobs, Steven F. Newman and Peter R. Guarino, and each of them,
with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all
amendments to this Registration Statement (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
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
s/JOSEPH S. DIMARTINO President June 19, 1991
Joseph S. DiMartino (Principal Executive
Officer) and
Director
/s/JEFFREY N. NACHMAN Vice President-- June 19, 1991
Jeffrey N. Nachman Financial and Treasurer
(Principal Financial
and Accounting
Officer)
/s/DAVID P. FELDMAN Director June 19, 1991
David P. Feldman
/s/JACK R. MEYER Director June 19, 1991
Jack R. Meyer
/s/JOHN SZARKOWSKI Director June 19, 1991
John Szarkowski
/s/ANNE WEXLER Director June 19, 1991
Anne Wexler
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
and State of New York on the 13th day of January, 1994.
PEOPLES S&P MIDCAP INDEX FUND, INC.
BY: /s/Joseph S. DiMartino *
Joseph S. DiMartino , PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
/s/Joseph S. DiMartino * President (Principal Executive 1/13/94
Joseph S. DiMartino Officer) and Director
/s/Jeffrey N. Nachman * Vice President - Financial 1/13/94
Jeffrey N. Nachman and Treasurer (Principal
Financial and Accounting Officer)
/s/David P. Feldman * Director 1/13/94
David P. Feldman
/s/Jack R. Meyer * Director 1/13/94
Jack R. Meyer
/s/John Szarkowski * Director 1/13/94
John Szarkowski
/s/Anne Wexler * Director 1/13/94
Anne Wexler
*BY: /s/ Steven F. Newman
Steven F. Newman,
Attorney-in-Fact
EXHIBIT INDEX
ITEM EXHIBIT PAGE
(1)(a) Articles of Incorporation.
(1)(b) Articles of Amendment to the Articles of Incorporation.
(2) By-Laws.
(5)(a) Index Management Agreement.
(5)(b) Administration Agreement.
(9) Shareholder Services Plan.
(10) Opinion and consent of Stroock & Stroock & Lavan
dated June 19, 1991.
(11) Consent of Ernst & Young, Independent Auditors.
(16) Schedule of Computation of Performance Data.
Other Exhibit:
Power of Attorney
ARTICLES OF INCORPORATION
OF
PEOPLES MIDCAP INDEX FUND, INC.
FIRST: The undersigned, David Stephens, whose address
is Seven Hanover Square, New York, New York 10004-2594, being at
least eighteen years of age, hereby forms a corporation under the
Maryland General Corporation Law.
SECOND: The name of the corporation (hereinafter called
the "corporation") is Peoples MidCap Index Fund, Inc.
THIRD: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the
business of an investment company;
(b) to subscribe for, invest in, reinvest
in, purchase or otherwise acquire, hold, pledge, sell,
assign, transfer, lend, write options on, exchange,
distribute or otherwise dispose of and deal in and with
securities of every nature, kind, character, type and
form, including without limitation of the generality of
the foregoing, all types of stocks, shares, futures
contracts, bonds, debentures, notes, bills and other
negotiable or non-negotiable instruments, obligations,
evidences of interest, certificates of interest,
certificates of participation, certificates, interests,
evidences of ownership, guarantees, warrants, options or
evidences of indebtedness issued or created by or
guaranteed as to principal and interest by any state or
local government or any agency or instrumentality
thereof, by the United States Government or any agency,
instrumentality, territory, district or possession
thereof, by any foreign government or any agency,
instrumentality, territory, district or possession
thereof, by any corporation organized under the laws of
any state, the United States or any territory or
possession thereof or under the laws of any foreign
country, bank certificates of deposit, bank time
deposits, bankers' acceptances and commercial paper; to
pay for the same in cash or by the issue of stock,
including treasury stock, bonds or notes of the
corporation or otherwise; and to exercise any and all
rights, powers and privileges of ownership or interest
in respect of any and all such investments of every kind
and description, including without limitation, the right
to consent and otherwise act with respect thereto, with
power to designate one or more persons, firms,
associations or corporations to exercise any of said
rights, powers and privileges in respect of any said
instruments;
(c) to borrow money or otherwise obtain credit
and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the
corporation;
(d) to issue, sell, repurchase, redeem,
retire, cancel, acquire, hold, resell, reissue, dispose
of, transfer, and otherwise deal in, shares of stock of
the corporation, including shares of stock of the
corporation in fractional denominations, and to apply to
any such repurchase, redemption, retirement,
cancellation or acquisition of shares of stock of the
corporation any funds or property of the corporation
whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the
State of Maryland;
(e) to conduct its business, promote its
purposes and carry on its operations in any and all of
its branches and maintain offices both within and
without the State of Maryland, in any States of the
United States of America, in the District of Columbia
and in any other parts of the world; and
(f) to do all and everything necessary,
suitable, convenient, or proper for the conduct,
promotion and attainment of any of the businesses and
purposes herein specified or which at any time may be
incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in or
carried on by a corporation incorporated or organized
under the Maryland General Corporation Law, and to have
and exercise all of the powers conferred by the laws of
the State of Maryland upon corporations incorporated or
organized under the Maryland General Corporation Law.
The foregoing provisions of this Article THIRD shall be
construed both as purposes and powers and each as an independent
purpose and power. The foregoing enumeration of specific purposes
and powers shall not be held to limit or restrict in any manner
the purposes and powers of the corporation, and the purposes and
powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of
this or any other Article of these Articles of Incorporation;
provided, that the corporation shall not conduct any business,
promote any purpose, or exercise any power or privilege within or
without the State of Maryland which, under the laws thereof, the
corporation may not lawfully conduct, promote, or exercise.
FOURTH: The post office address of the principal office
of the corporation within the State of Maryland, and of the
resident agent of the corporation within the State of Maryland, is
The Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202.
FIFTH: (1) The total number of shares of stock which
the corporation has authority to issue is two hundred million
(200,000,000) shares of Common Stock, all of which are of a par
value of one tenth of one cent ($.001) each.
(2) The aggregate par value of all the authorized
shares of stock is two hundred thousand dollars ($200,000.00).
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the minimum
price or the consideration or minimum consideration for, and to
issue, the shares of stock of the corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to classify or to reclassify, as
the case may be, any unissued shares of stock of the corporation.
(5) Subject to the power of the Board of Directors to
reclassify unissued shares, the shares of each class of stock of
the corporation shall have the following preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption:
(i) All consideration received by the
corporation for the issuance or sale of shares together
with all income, earnings, profits and proceeds thereof,
shall irrevocably belong to such class for all purposes,
subject only to the rights of creditors, and are herein
referred to as "assets belonging to" such class.
(ii) The assets belonging to such class shall
be charged with the liabilities of the corporation in
respect of such class and with such class' share of the
general liabilities of the corporation, in the latter
case in proportion that the net asset value of such
class bears to the net asset value of all classes. The
determination of the Board of Directors shall be
conclusive as to the allocation of liabilities,
including accrued expenses and reserves, to a class.
(iii) Dividends or distributions on shares of
each class, whether payable in stock or cash, shall be
paid only out of earnings, surplus or other assets
belonging to such class.
(iv) In the event of the liquidation or
dissolution of the corporation, stockholders of each
class shall be entitled to receive, as a class, out of
the assets of the corporation available for distribution
to stockholders, the assets belonging to such class and
the assets so distributable to the stockholders of such
class shall be distributed among such stockholders in
proportion to the number of shares of such class held by
them.
(v) On each matter submitted to a vote of the
stockholders, each holder of a share of stock shall be
entitled to one vote for each such share of stock
standing in his name on the books of the corporation
irrespective of the class thereof; provided, however,
that to the extent class voting is required by the
Investment Company Act of 1940 or Maryland law as to any
such matter, those requirements shall apply.
Except as provided above, all provisions of the Articles of
Incorporation relating to stock of the corporation shall apply to
shares of, and to the holders of, all classes of stock.
(6) Notwithstanding any provisions of the Maryland Gen-
eral Corporation Law requiring a greater proportion than a
majority of the votes of stockholders entitled to be cast in order
to take or authorize any action, any such action may be taken or
authorized upon the concurrence of a majority of the aggregate
number of votes entitled to be cast thereon.
(7) The presence in person or by proxy of the holders
of one-third of the shares of stock of the corporation entitled to
vote (without regard to class) shall constitute a quorum at any
meeting of the stockholders, except with respect to any matter
which, under applicable statutes or regulatory requirements,
requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the
holders of one-third of the shares of stock of each class required
to vote as a class on the matter shall constitute a quorum.
(8) The corporation may issue shares of stock in
fractional denominations to the same extent as its whole shares,
and shares in fractional denominations shall be shares of stock
having proportionately to the respective fractions represented
thereby all the rights of whole shares, including, without
limitation, the right to vote, the right to receive dividends and
distributions and the right to participate upon liquidation of the
corporation, but excluding the right to receive a stock
certificate evidencing a fractional share.
(9) No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any shares of any class which the
corporation proposes to issue, or any rights or options which the
corporation proposes to issue or to grant for the purchase of
shares of any class or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights to
subscribe for, purchase, or otherwise acquire shares of any class
of the corporation; and any and all of such shares, bonds,
securities or obligations of the corporation, whether now or
hereafter authorized or created, may be issued, or may be reissued
or transferred if the same have been reacquired and have treasury
status, and any and all of such rights and options may be granted
by the Board of Directors to such persons, firms, corporations and
associations, and for such lawful consideration, and on such
terms, as the Board of Directors in its discretion may determine,
without first offering the same, or any thereof, to any said
holder.
SIXTH: (1) The number of directors of the corporation,
until such number shall be increased or decreased pursuant to the
by-laws of the corporation, is one. The number of directors shall
never be less than the minimum number prescribed by the Maryland
General Corporation Law.
(2) The name of the person who shall act as director of
the corporation until the first annual meeting or until his
successor or successors are duly chosen and qualify is as follows:
Mark N. Jacobs
(3) The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting or by
their informal written action, as the case may be. Thereafter,
the power to make, alter, and repeal the by-laws of the
corporation shall be vested in the Board of Directors of the
corporation.
(4) Any determination made in good faith by or pursuant
to the direction of the Board of Directors, as to: the amount of
the assets, debts, obligations, or liabilities of the corporation;
the amount of any reserves or charges set up and the propriety
thereof; the time of or purpose for creating such reserves or
charges; the use, alteration or cancellation of any reserves or
charges (whether or not any debt, obligation or liability for
which such reserves or charges shall have been created shall have
been paid or discharged or shall be then or thereafter required to
be paid or discharged); the value of any investment or fair value
of any other asset of the corporation; the amount of net
investment income; the number of shares of stock outstanding; the
estimated expense in connection with purchases or redemptions of
the corporation's stock; the ability to liquidate investments in
orderly fashion; the extent to which it is practicable to deliver
a cross-section of the portfolio of the corporation in payment for
any such shares, or as to any other matters relating to the issue,
sale, purchase, redemption and/or other acquisition or disposition
of investments or shares of the corporation, or the determination
of the net asset value of shares of the corporation shall be final
and conclusive, and shall be binding upon the corporation and all
holders of its shares, past, present and future, and shares of the
corporation are issued and sold on the condition and understanding
that any and all such determinations shall be binding as
aforesaid.
SEVENTH: (1) To the fullest extent that limitations on
the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the
corporation shall have any liability to the corporation or its
stockholders for damages. This limitation on liability applies to
events occurring at the time a person serves as a director or
officer of the corporation whether or not such person is a
director or officer at the time of any proceeding in which
liability is asserted.
(2) The corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by
the Maryland General Corporation Law. The corporation shall
indemnify and advance expenses to its officers to the same extent
as its directors and to such further extent as is consistent with
law. The board of directors may, through a by-law, resolution or
agreement, make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(3) No provision of this Article SEVENTH shall be
effective to protect or purport to protect any director or officer
of the corporation against any liability to the corporation or its
stockholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(4) References to the Maryland General Corporation Law
in this Article SEVENTH are to the law as from time to time
amended. No amendment to the Articles of Incorporation of the
corporation shall affect any right of any person under this
Article SEVENTH based on any event, omission or proceeding prior
to such amendment.
EIGHTH: Any holder of shares of stock of the
corporation may require the corporation to redeem and the
corporation shall be obligated to redeem at the option of such
holder all or any part of the shares of the corporation owned by
said holder, at the redemption price, pursuant to the method, upon
the terms and subject to the conditions hereinafter set forth:
(a) The redemption price per share shall be the
net asset value per share determined at such time or
times as the Board of Directors of the corporation shall
designate in accordance with any provision of the
Investment Company Act of 1940, any rule or regulation
thereunder or exemption or exception therefrom, or any
rule or regulation made or adopted by any securities
association registered under the Securities Exchange Act
of 1934.
(b) Net asset value per share of a class shall
be determined by dividing:
(i) The total value of the assets of
such class determined as provided in Subsec-
tion (c) below less, to the extent determined
by or pursuant to the direction of the Board
of Directors, all debts, obligations and
liabilities of such class (which debts,
obligations and liabilities shall include,
without limitation of the generality of the
foregoing, any and all debts, obligations,
liabilities, or claims, of any and every kind
and nature, fixed, accrued and otherwise,
including the estimated accrued expenses of
management and supervision, administration and
distribution and any reserves or charges for
any or all of the foregoing, whether for
taxes, expenses or otherwise) but excluding
such class' liability upon its shares and its
surplus, by
(ii) The total number of shares of such
class outstanding.
The Board of Directors is empowered, in its
absolute discretion, to establish other methods for
determining such net asset value whenever such other
methods are deemed by it to be necessary in order to
enable the corporation to comply with, or are deemed by
it to be desirable provided they are not inconsistent
with, any provision of the Investment Company Act of
1940 or any rule or regulation thereunder.
(c) In determining for the purposes of these
Articles of Incorporation the total value of the assets
of the corporation at any time, investments and any
other assets of the corporation shall be valued in such
manner as may be determined from time to time by the
Board of Directors.
(d) Payment of the redemption price by the
corporation may be made either in cash or in securities
or other assets at the time owned by the corporation or
partly in cash and partly in securities or other assets
at the time owned by the corporation. The value of any
part of such payment to be made in securities or other
assets of the corporation shall be the value employed in
determining the redemption price. Payment of the
redemption price shall be made on or before the seventh
day following the day on which the shares are properly
presented for redemption hereunder, except that delivery
of any securities included in any such payment shall be
made as promptly as any necessary transfers on the books
of the issuers whose securities are to be delivered may
be made.
The corporation, pursuant to resolution of the
Board of Directors, may deduct from the payment made for
any shares redeemed a liquidating charge not in excess
of five percent (5%) of the redemption price of the
shares so redeemed, and the Board of Directors may alter
or suspend any such liquidating charge from time to
time.
(e) The right of any holder of shares of stock
redeemed by the corporation as provided in this Article
EIGHTH to receive dividends or distributions thereon and
all other rights of such holder with respect to such
shares shall terminate at the time as of which the
redemption price of such shares is determined, except
the right of such holder to receive (i) the redemption
price of such shares from the corporation in accordance
with the provisions hereof, and (ii) any dividend or
distribution to which such holder had previously become
entitled as the record holder of such shares on the
record date for such dividend or distribution.
(f) Redemption of shares of stock by the
corporation is conditional upon the corporation having
funds or property legally available therefor.
(g) The corporation, either directly or through
an agent, may repurchase its shares, out of funds
legally available therefor, upon such terms and
conditions and for such consideration as the Board of
Directors shall deem advisable, by agreement with the
owner at a price not exceeding the net asset value per
share as determined by the corporation at such time or
times as the Board of Directors of the corporation shall
designate, less a charge not to exceed five percent (5%)
of such net asset value, if and as fixed by resolution
of the Board of Directors of the corporation from time
to time, and take all other steps deemed necessary or
advisable in connection therewith.
(h) The corporation, pursuant to resolution of
the Board of Directors, may cause the redemption, upon
the terms set forth in such resolution and in
subsections (a) through (f) and subsection (i) of this
Article EIGHTH, of shares of stock owned by stockholders
whose shares have an aggregate net asset value of five
hundred dollars or less. Notwithstanding any other
provision of this Article EIGHTH, if certificates
representing such shares have been issued, the
redemption price need not be paid by the corporation
until such certificates are presented in proper form for
transfer to the corporation or the agent of the
corporation appointed for such purpose; however, the
redemption shall be effective, in accordance with the
resolution of the Board of Directors, regardless of
whether or not such presentation has been made.
(i) The obligations set forth in this Article
EIGHTH may be suspended or postponed as may be
permissible under the Investment Company Act of 1940 and
the rules and regulations thereunder.
(j) The Board of Directors may establish other
terms and conditions and procedures for redemption,
including requirements as to delivery of certificates
evidencing shares, if issued.
NINTH: All persons who shall acquire stock or other
securities of the corporation shall acquire the same subject to
the provisions of the corporation's Charter, as from time to time
amended.
TENTH: From time to time any of the provisions of the
Charter of the corporation may be amended, altered or repealed,
including amendments which alter the contract rights of any class
of stock outstanding, and other provisions authorized by the Mary-
land General Corporation Law at the time in force may be added or
inserted in the manner and at the time prescribed by said Law, and
all rights at any time conferred upon the stockholders of the
corporation by its Charter are granted subject to the provisions
of this Article.
IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that the
adoption and signing are my act.
Dated: June 6, 1991
/s/ David Stephens
David Stephens, Incorporator
ARTICLES OF AMENDMENT
PEOPLES MIDCAP INDEX FUND, INC., a Maryland corporation
having its principal place of business in Baltimore City,
Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The charter of the Corporation is hereby
amended by striking Article SECOND of the Articles of
Incorporation and inserting in lieu thereof the following:
"SECOND: The name of the corporation
(hereinafter called the 'corporation') is
Peoples S&P MidCap Index Fund, Inc."
SECOND: The Board of Directors of the Corporation
approved the foregoing amendment to the charter as set forth in
Article FIRST hereto, and declared that said amendment was
advisable. The Corporation's sole stockholder approved the
foregoing amendment by unanimous written consent dated August 9,
1991.
The Vice President acknowledges these Articles of
Amendment to be the corporate act of the Corporation and states
that to the best of his knowledge, information and belief the
matters and facts set forth in these Articles with respect to the
authorization and approval of the amendment of the Corporation's
charter are true in all material respects, and that this
statement is made under the penalties of perjury.
IN WITNESS WHEREOF, Peoples MidCap Index Fund, Inc. has
caused this instrument to be filed in its name and on its behalf
by its Vice President, Mark N. Jacobs, and witnessed by its
Secretary, Steven F. Newman, on the 12th day of August, 1991.
PEOPLES MIDCAP INDEX FUND, INC.
BY: /s/ Mark N. Jacobs
Mark N. Jacobs,
Vice President
ATTEST:
/s/ Steven F. Newman
Steven F. Newman,
Secretary
BY-LAWS
OF
PEOPLES S&P MIDCAP INDEX FUND, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Any certificates
representing shares of stock shall set forth thereon the
statements prescribed by Section 2-211 of the Maryland General
Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the Chairman of
the Board or the President or a Vice President and countersigned
by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer and may be sealed with the corporate seal.
The signatures of any such officers may be either manual or
facsimile signatures and the corporate seal may be either
facsimile or any other form of seal. In case any such officer who
has signed manually or by facsimile any such certificate ceases to
be such officer before the certificate is issued, it nevertheless
may be issued by the corporation with the same effect as if the
officer had not ceased to be such officer as of the date of its
issue.
No certificate representing shares of stock shall be
issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-207 of the General
Corporation Law.
The corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Board of Directors may
require, in its discretion, the owner of any such certificate or
his legal representative to give bond, with sufficient surety, to
the corporation to indemnify it against any loss or claim that may
arise by reason of the issuance of a new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any,
transfers of shares of stock of the corporation shall be made only
on the stock transfer books of the corporation by the record
holder thereof or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
corporation or with a transfer agent or a registrar, if any, and
on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of
Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to
vote at, any meeting of stockholders, or stockholders entitled to
receive payment of any dividend or the allotment of any rights or
in order to make a determination of stockholders for any other
proper purpose. Such date, in any case, shall be not more than
90 days, and in case of a meeting of stockholders not less than
10 days, prior to the date on which the meeting or particular
action requiring such determination of stockholders is to be held
or taken. In lieu of fixing a record date, the Board of Directors
may provide that the stock transfer books shall be closed for a
stated period but not to exceed 20 days. If the stock transfer
books are closed for the purpose of determining stockholders
entitled to notice of, or to vote at, a meeting of stockholders,
such books shall be closed at least 10 days immediately preceding
such meeting. If no record date is fixed and the stock transfer
books are not closed for the determination of stockholders:
(1) The record date for the determination of stockholders entitled
to notice of, or to vote at, a meeting of stockholders shall be at
the close of business on the day on which the notice of meeting is
mailed or the day 30 days before the meeting, whichever is the
closer date to the meeting; and (2) The record date for the deter-
mination of stockholders entitled to receive payment of a dividend
or an allotment of any rights shall be at the close of business on
the day on which the resolution of the Board of Directors declar-
ing the dividend or allotment of rights is adopted, provided that
the payment or allotment date shall not be more than 60 days after
the date on which the resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in respect
of the right to notice of a meeting of stockholders or a waiver
thereof or to participate or vote thereat or to consent or dissent
in writing in lieu of a meeting, as the case may be, the term
"share of stock" or "shares of stock" or "stockholder" or "stock-
holders" refers to an outstanding share or shares of stock and to
a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of
stock and said reference also is intended to include any outstand-
ing share or shares of stock and any holder or holders of record
of outstanding shares of stock of any class or series upon which
or upon whom the Charter confers such rights where there are two
or more classes or series of shares or upon which or upon whom the
General Corporation Law confers such rights notwithstanding that
the Charter may provide for more than one class or series of
shares of stock, one or more of which are limited or denied such
rights thereunder.
5. STOCKHOLDER MEETINGS.
- ANNUAL MEETINGS. If a meeting of the stockholders of
the corporation is required by the Investment Company Act of 1940,
as amended, to elect the directors, then there shall be submitted
to the stockholders at such meeting the question of the election
of directors, and a meeting called for that purpose shall be
designated the annual meeting of stockholders for that year. In
other years in which no action by stockholders is required for the
aforesaid election of directors, no annual meeting need be held.
- SPECIAL MEETINGS. Special stockholder meetings for
any purpose may be called by the Board of Directors or the
President and shall be called by the Secretary for the purpose
of removing a director or for all other purposes whenever the
holders of shares entitled to at least ten percent of all the
votes entitled to be cast at such meeting shall make a duly
authorized request that such meeting be called. Such request
shall state the purpose of such meeting and the matters proposed
to be acted on thereat, and no other business shall be transacted
at any such special meeting. The Secretary shall inform such
stockholders of the reasonably estimated costs of preparing and
mailing the notice of the meeting, and upon payment to the
corporation of such costs, the Secretary shall give notice in the
manner provided for below. Notwithstanding the foregoing, unless
requested by stockholders entitled to cast a majority of the votes
entitled to be cast at the meeting, a special meeting of the
stockholders need not be called at the request of stockholders to
consider any matter that is substantially the same as a matter
voted on at any special meeting of the stockholders held during
the preceding twelve (12) months.
- PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates as
the directors from time to time may fix.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting. The
notice of a special meeting shall state in all instances the
purpose or purposes for which the meeting is called. Written or
printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to him personally or by leaving
it at his residence or usual place of business not less than ten
days and not more than ninety days before the date of the meeting,
unless any provisions of the General Corporation Law shall
prescribe a different elapsed period of time, to each stockholder
at his address appearing on the books of the corporation or the
address supplied by him for the purpose of notice. If mailed,
notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post office
address as it appears on the records of the corporation with
postage thereon prepaid. Whenever any notice of the time, place
or purpose of any meeting of stockholders is required to be given
under the provisions of these by-laws or of the General Corpora-
tion Law, a waiver thereof in writing, signed by the stockholder
and filed with the records of the meeting, whether before or after
the holding thereof, or actual attendance or representation at the
meeting shall be deemed equivalent to the giving of such notice to
such stockholder. The foregoing requirements of notice also shall
apply, whenever the corporation shall have any class of stock
which is not entitled to vote, to holders of stock who are not en-
titled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
- STATEMENT OF AFFAIRS. The President of the corpora-
tion or, if the Board of Directors shall determine otherwise, some
other executive officer thereof, shall prepare or cause to be pre-
pared annually a full and correct statement of the affairs of the
corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be filed
at the principal office of the corporation in the State of Mary-
land.
- CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President, the
Chairman of the Board, a Vice President or, if none of the
foregoing is in office and present and acting, by a chairman to be
chosen by the stockholders. The Secretary of the corporation or,
in his absence, an Assistant Secretary, shall act as secretary of
every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman of the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may author-
ize another person or persons to act for him by proxy in all
matters in which a stockholder is entitled to participate, whether
for the purposes of determining his presence at a meeting, or
whether by waiving notice of any meeting, voting or participating
at a meeting, expressing consent or dissent without a meeting or
otherwise. Every proxy shall be executed in writing by the stock-
holder or by his duly authorized attorney-in-fact and filed with
the Secretary of the corporation. No unrevoked proxy shall be
valid after eleven months from the date of its execution, unless a
longer time is expressly provided therein.
- INSPECTORS OF ELECTION. The directors, in advance of
any meeting, may, but need not, appoint one or more inspectors to
act at the meeting or any adjournment thereof. If an inspector or
inspectors are not appointed, the person presiding at the meeting
may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or
act, the vacancy may be filled by appointment made by the direc-
tors in advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, if any, before entering upon
the discharge of his duties, shall take and sign an oath to
execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares outstand-
ing and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots or
consents, determine the result and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting or any stock-
holder, the inspector or inspectors, if any, shall make a report
in writing of any challenge, question or matter determined by him
or them and execute a certificate of any fact found by him or
them.
- VOTING. Each share of stock shall entitle the holder
thereof to one vote, except in the election of directors, at which
each said vote may be cast for as many persons as there are direc-
tors to be elected. Except for election of directors, a majority
of the votes cast at a meeting of stockholders, duly called and at
which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may come before a meeting,
unless more than a majority of votes cast is required by the
corporation's Articles of Incorporation. A plurality of all the
votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have waived in
writing any rights which they may have to dissent from such action
and such consent and waiver are filed with the records of the
corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs
of the corporation shall be managed under the direction of a Board
of Directors. The use of the phrase "entire board" herein refers
to the total number of directors which the corporation would have
if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a
natural person of full age. A director need not be a stockholder,
a citizen of the United States or a resident of the State of Mary-
land. The initial Board of Directors shall consist of one person.
Thereafter, the number of directors constituting the entire board
shall never be less than three or the number of stockholders,
whichever is less. At any regular meeting or at any special
meeting called for that purpose, a majority of the entire Board of
Directors may increase or decrease the number of directors,
provided that the number thereof shall never be less than three or
the number of stockholders, whichever is less, nor more than
twelve and further provided that the tenure of office of a
director shall not be affected by any decrease in the number of
directors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the director named in the Articles of Incorpora-
tion and shall hold office until the first meeting of stockholders
or until his successor has been elected and qualified.
Thereafter, directors who are elected at a meeting of stock-
holders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until
their successors have been elected and qualified. Newly created
directorships and any vacancies in the Board of Directors, other
than vacancies resulting from the removal of directors by the
stockholders, may be filled by the Board of Directors, subject to
the provisions of the Investment Company Act of 1940. Newly
created directorships filled by the Board of Directors shall be by
action of a majority of the entire Board of Directors. All other
vacancies to be filled by the Board of Directors may be filled by
a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum thereof.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly elected
Board shall be held as soon after its election as the directors
conveniently may assemble.
- PLACE. Meetings shall be held at such place within
or without the State of Maryland as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings
may be called by or at the direction of the President or of a
majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of direc-
tors or any committee thereof is required to be given under the
provisions of the General Corporation Law or of these by-laws, a
waiver thereof in writing, signed by the director or committee
member entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual
attendance at the meeting shall be deemed equivalent to the giving
of such notice to such director or such committee member.
- QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors. A majority of the
directors present, whether or not a quorum is present, may adjourn
a meeting to another time and place. Except as otherwise
specifically provided by the Articles of Incorporation, the
General Corporation Law or these by-laws, the action of a majority
of the directors present at a meeting at which a quorum is present
shall be the action of the Board of Directors.
- CHAIRMAN OF THE MEETING. The Chairman of the Board,
if any and if present and acting, or the President or any other
director chosen by the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders, who
may elect a successor or successors to fill any resulting vacancy
or vacancies for the unexpired term of the removed director or
directors.
6. COMMITTEES. The Board of Directors may appoint from
among its members an Executive Committee and other committees
composed of two or more directors and may delegate to such
committee or committees, in the intervals between meetings of
the Board of Directors, any or all of the powers of the Board of
Directors in the management of the business and affairs of the
corporation, except the power to amend the by-laws, to approve any
consolidation, merger, share exchange or transfer of assets, to
declare dividends, to issue stock or to recommend to stockholders
any action requiring the stockholders' approval. In the absence
of any member of any such committee, the members thereof present
at any meeting, whether or not they constitute a quorum, may
appoint a member of the Board of Directors to act in the place of
such absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar communica-
tions equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation by
such means shall constitute presence in person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall
be elected by the Board of Directors, and may have such other
officers, assistant officers and agents as the Board of Directors
shall authorize from time to time. Any two or more offices,
except those of President and Vice President, may be held by the
same person, but no person shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is
required by law to be executed, acknowledged or verified by two or
more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation
in the State of Maryland prescribed by the General Corporation Law
is 32 South Street, c/o The Corporation Trust Incorporated,
Baltimore, Maryland 21202. The name and address of the resident
agent in the State of Maryland prescribed by the General
Corporation Law are: The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office
in the State of Maryland prescribed by the General Corporation Law
or at the business office or an agency of the corporation, an
original or duplicate stock ledger containing the names and ad-
dresses of all stockholders and the number of shares of each class
held by each stockholder. Such stock ledger may be in written
form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
The corporation shall keep at said principal office in
the State of Maryland the original or a certified copy of the by-
laws, including all amendments thereto, and shall duly file
thereat the annual statement of affairs of the corporation
prescribed by Section 2-314 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name
of the corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall deter-
mine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws
is vested in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the law. The
corporation shall indemnify its officers to the same extent as its
directors and to such further extent as is consistent with law.
The corporation shall indemnify its directors and officers who
while serving as directors or officers also serve at the request
of the corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan to
the same extent as its directors and, in the case of officers, to
such further extent as is consistent with law. The indemnifica-
tion and other rights provided by this Article shall continue as
to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of
such a person. This Article shall not protect any such person
against any liability to the corporation or any stockholder
thereof to which such person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office
("disabling conduct").
2. ADVANCES. Any current or former director or officer
of the corporation seeking indemnification within the scope of
this Article shall be entitled to advances from the corporation
for payment of the reasonable expenses incurred by him in con-
nection with the matter as to which he is seeking indemnification
in the manner and to the fullest extent permissible under the
General Corporation Law. The person seeking indemnification shall
provide to the corporation a written affirmation of his good faith
belief that the standard of conduct necessary for indemni-fication
by the corporation has been met and a written undertaking to repay
any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one
of the following additional conditions shall be met: (a) the
person seeking indemnification shall provide a security in form
and amount acceptable to the corporation for his undertaking;
(b) the corporation is insured against losses arising by reason of
the advance; or (c) a majority of a quorum of directors of the
corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion,
shall have determined, based on a review of facts readily avail-
able to the corporation at the time the advance is proposed to be
made, that there is reason to believe that the person seeking in-
demnification will ultimately be found to be entitled to
indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with
the General Corporation Law, whether the standards required by
this Article have been met. Indemnification shall be made only
following: (a) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct or
(b) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the person to be indemni-
fied was not liable by reason of disabling conduct by (i) the vote
of a majority of a quorum of disinterested non-party directors or
(ii) an independent legal counsel in a written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees
and agents who are not officers or directors of the corporation
may be indemnified, and reasonable expenses may be advanced to
such employees or agents, as may be provided by action of the
Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make
further provision consistent with law for indemnification and
advance of expenses to directors, officers, employees and agents
by resolution, agreement or otherwise. The indemnification
provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or
disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the
General Corporation Law and to the Investment Company Act of 1940
as from time to time amended. No amendment of the by-laws shall
affect any right of any person under this Article based on any
event, omission or proceeding prior to the amendment.
Dated: June 6, 1991
INDEX MANAGEMENT AGREEMENT
PEOPLES S&P MIDCAP INDEX FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
June 22, 1992
Woodbridge Capital Management, Inc.
Fort at Washington Blvd.
Detroit, Michigan 48275-1032
Dear Sirs:
Peoples S&P MidCap Index Fund, Inc., a Maryland
corporation (the "Fund"), herewith confirms its agreement with
you (the "Adviser") as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its Articles of Incorporation
and in its Prospectus and Statement of Additional Information as
from time to time in effect, copies of which have been or will be
submitted to the Adviser, and in such manner and to such extent
as from time to time may be approved by the Fund's Board of
Directors. The Fund employs The Dreyfus Corporation ("Dreyfus")
to act as its administrator and desires to employ the Adviser to
act as its index fund manager.
In this connection it is understood that from time to
time the Adviser will employ or associate with itself such person
or persons as the Adviser may believe to be particularly fitted
to assist it in the performance of this Agreement. Such person
or persons may be officers or employees who are employed by both
the Adviser and the Fund. The compensation of such person or
persons shall be paid by the Adviser and no obligation may be
incurred on the Fund's behalf in any such respect.
Subject to the supervision and approval of the Fund's
Board of Directors, the Adviser will provide investment
management of the Fund's portfolio in accordance with the Fund's
investment objective and policies as stated in its Prospectus and
Statement of Additional Information as from time to time in
effect. In connection therewith, the Adviser will supervise the
Fund's investments and, if appropriate, the sale and reinvestment
of the Fund's assets. The Adviser will furnish to the Fund such
statistical information, with respect to the investments which
the Fund may hold or contemplate purchasing, as the Fund may rea-
sonably request. The Fund wishes to be informed of important
developments materially affecting its portfolio and shall expect
the Adviser, on its own initiative, to furnish to the Fund from
time to time such information as the Adviser may believe
appropriate for this purpose.
In addition, the Adviser will supply office facilities
(which may be in the Adviser's own offices), data processing
services, clerical, internal auditing services, internal
executive and administrative services, and stationery and office
supplies; make available to Dreyfus information necessary to
prepare reports to the Fund's stockholders, tax returns, reports
to and filings with the Securities and Exchange Commission and
state Blue Sky authorities; and generally assist in all aspects
of the Fund's operations.
The Adviser shall exercise its best judgment in
rendering the services to be provided to the Fund hereunder and
the Fund agrees as an inducement to the Adviser's undertaking the
same that the Adviser shall not be liable hereunder for any error
of judgment or mistake of law or for any loss suffered by the
Fund, provided that nothing herein shall be deemed to protect or
purport to protect the Adviser against any liability to the Fund
or to its security holders to which the Adviser would otherwise
be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or by
reason of the Adviser's reckless disregard of its obligations and
duties hereunder.
In consideration of the services rendered pursuant to
this Agreement, the Fund will pay the Adviser a fee calculated
daily and paid monthly at the annual rate of .10 of 1% of the
value of the Fund's average daily net assets. Net asset value
shall be computed on such days and at such time or times as
described in the Fund's then-current Prospectus and Statement of
Additional Information. The fee for the period from the date
hereof to the end of the month hereof shall be pro-rated
according to the proportion which such period bears to the full
monthly period, and upon any termination of this Agreement before
the end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period bears to
the full monthly period and shall be payable upon the date of
termination of this Agreement.
For the purpose of determining fees payable to the
Adviser, the value of the Fund's net assets shall be computed in
the manner specified in the Fund's Articles of Incorporation for
the computation of the value of the Fund's net assets.
The Adviser will bear all expenses in connection with
the performance of its services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be
borne by the Fund, except to the extent specifically assumed by
the Adviser or Dreyfus. The expenses to be borne by the Fund
include, without limitation, the following: organizational
costs, taxes, interest, brokerage fees and commissions, if any,
fees of Directors who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of the
Adviser or Dreyfus or any of their affiliates, Securities and Ex-
change Commission fees and state Blue Sky qualification fees,
index management and administration fees, charges of custodians,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining corporate existence, costs
attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of preparing and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
stockholders, costs of stockholders' reports and corporate
meetings, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the
Fund (including fees pursuant to this Agreement and the Fund's
Administration Agreement, but excluding interest, taxes,
brokerage and, with the prior written consent of the necessary
state securities commissions, extraordinary expenses) exceed the
expense limitations of any state having jurisdiction over the
Fund, the Fund may deduct from the fees to be paid hereunder, to
the extent required by state law, that portion of such excess
expense which bears the same relation to the total of such excess
as the Adviser's fee hereunder bears to the total fee otherwise
payable for the fiscal year by the Fund pursuant to this
Agreement and the Administration Agreement between the Fund and
Dreyfus. The Adviser's obligation pursuant hereto is limited to
the amount of its fees hereunder. Such deduction, if any, will
be estimated daily, and reconciled and effected on a monthly
basis.
The Fund understands that the Adviser now acts and will
continue to act as index manager to various investment companies
and fiduciary or other managed accounts, and the Fund has no
objection to the Adviser's so acting, provided that when the
purchase or sale of securities of the same issuer is suitable for
the investment objectives of two or more companies or accounts
managed by the Adviser which have available funds for investment,
the available securities will be allocated in a manner believed
by the Adviser to be in keeping with its fiduciary or contractual
duties to each company or account. It is recognized that in some
cases this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtainable for
or disposed of by the Fund.
In addition, it is understood that the persons employed
by the Adviser to assist in the performance of its duties
hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict the
right of the Adviser or the right of any of its affiliates to
engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
Any person, even though also an officer, director,
partner, employee or agent of the Adviser, who may be or become
an officer, director, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting
solely for the Fund and not as an officer, director, partner,
employee or agent or one under the control or direction of the
Adviser even though paid by the Adviser.
This Agreement shall continue in effect 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.
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, on not less than 90 days'
notice, by the Adviser. This Agreement also will terminate
automatically in the event of its assignment (as defined in said
Act).
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
PEOPLES S&P MIDCAP INDEX
FUND, INC.
By:___________________________
Jeffrey N. Nachman,
Vice President
Accepted:
WOODBRIDGE CAPITAL MANAGEMENT, INC.
By:_______________________________
George C. Eshelman, President
ADMINISTRATION AGREEMENT
PEOPLES S&P MIDCAP INDEX FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
June 19, 1991
Revised August 19, 1991
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
Peoples S&P MidCap 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 Manufacturers National Bank
of Detroit (the "Adviser") to act as its index fund manager and
desires to employ Dreyfus to act as its administrator.
In this connection it is understood that from time to
time Dreyfus will employ or associate with itself such person or
persons as Dreyfus may believe to be particularly fitted to assist
it in the performance of this Agreement. Such person or persons
may be officers or employees who are employed by both Dreyfus and
the Fund. The compensation of such person or persons shall be
paid by Dreyfus and no obligation may be incurred on the Fund's
behalf in any such respect.
Subject to the supervision and control of the Board of
Directors of the Fund, Dreyfus will assist in supervising all
aspects of the Fund's operations except investment management of
the Fund's portfolio, which shall be performed by the Adviser
under its Index Management Agreement with the Fund. It is
understood that Dreyfus shall not act and shall not be required to
act as an investment adviser or have any authority to supervise
the investment or reinvestment of the cash, securities or other
property comprising the Fund's assets or to determine what
securities or other property may be purchased or sold by the Fund.
Dreyfus will supply office facilities (which may be in
Dreyfus' own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to the Fund's
stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities;
and calculate the net asset value of the Fund's shares.
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 .30 of 1% of the Fund's
average daily net assets. Net asset value shall be computed on
such days and at such time or times as described in the Fund's
then-current Prospectus and Statement of Additional Information.
The fee for the period from the date of the commencement of the
public sale of the Fund's shares to the end of the month during
which such sale shall have been commenced shall be pro-rated
according to the proportion which such period bears to the full
monthly period, and upon any termination of this Agreement before
the end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period bears to
the full monthly period and shall be payable upon the date of
termination of this Agreement.
For the purpose of determining fees payable to Dreyfus,
the value of the Fund's net assets shall be computed in the manner
specified in the Fund's Articles of Incorporation for the 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 the Adviser. The expenses to be borne by the Fund include,
without limitation, the following: organizational costs, taxes,
interest, brokerage fees and commissions, if any, fees of
directors who are not officers, directors, employees or holders of
5% or more of the outstanding voting securities of the Adviser or
Dreyfus or any of their affiliates, Securities and Exchange
Commission fees and state Blue Sky qualification fees, index
management and administration fees, charges of custodians, certain
insurance premiums, industry association fees, outside auditing
and legal expenses, costs of maintaining corporate existence,
costs of independent pricing services, costs attributable to
investor services (including, without limitation, telephone and
personnel expenses), costs of preparing, printing and distributing
prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders,
costs of shareholders' reports and corporate meetings, and any
extraordinary expenses.
If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to this Agreement and the Fund's Index
Management Agreement, but excluding interest, taxes, brokerage
and, with the prior written consent of the necessary state
securities commissions, extraordinary expenses) exceed the expense
limitations of any state having jurisdiction over the Fund, the
Fund may deduct from the fees to be paid hereunder, or Dreyfus
will bear, to the extent required by state law, that portion of
such excess expense which bears the same relation to the total of
such excess as Dreyfus' fee hereunder bears to the total fee
otherwise payable for the fiscal year by the Fund pursuant to this
Agreement and the Index Management Agreement between the Fund and
the Adviser. Dreyfus' obligation pursuant hereto is limited to
the amount of its fees hereunder. Such deduction or payment, if
any, will be estimated daily, and reconciled and effected or paid,
as the case may be, on a monthly basis.
The Fund understands that Dreyfus now acts and will
continue to act as administrator of various investment companies
and fiduciary or other managed accounts, and the Fund has no
objection to Dreyfus' so acting. In addition, it is understood
that the persons employed by Dreyfus to assist in the performance
of its duties hereunder will not devote their full time to such
service and nothing contained herein shall be deemed to limit or
restrict the right of Dreyfus or the right of any affiliate of
Dreyfus to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
Any person, even though also an officer, director,
partner, employee or agent of Dreyfus, who may be or become an
officer, director, employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on any business of
the Fund, to be rendering such services to or acting solely for
the Fund and not as an officer, director, partner, employee, or
agent or one under the control or direction of Dreyfus even though
paid by it.
This Agreement shall continue in effect until May 14,
1994, 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, 1994, 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,
PEOPLES S&P MIDCAP INDEX
FUND, INC.
By:
Accepted:
THE DREYFUS CORPORATION
By:
PEOPLES S&P MIDCAP INDEX FUND, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
the Fund's distributor, Dreyfus Service Corporation (the
"Distributor"), for certain allocated expenses of providing
personal service and/or maintaining shareholder accounts. The
Plan is not to be adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the
fee under the Plan is intended to be a "service fee" as defined
in Article III, Section 26 (a "Service Fee"), of the NASD Rules
of Fair Practice (the "NASD Rules").
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use Fund assets for such purposes.
In voting to approve the implementation of such a plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall reimburse the Distributor an amount
not to exceed an annual rate of .25 of 1% of the value of the
Fund's average daily net assets attributable to each class of the
Fund's shares, for its allocated expenses of providing personal
service to shareholders of the respective class and/or
maintaining shareholder accounts; provided that, at no time,
shall the amount paid to the Distributor under this Plan,
together with amounts otherwise paid by the Fund as a Service Fee
under the NASD Rules, exceed the maximum amount then payable
under the NASD Rules as a Service Fee. The amount of such
reimbursement shall be based on an expense allocation methodology
prepared by the Distributor annually and approved by the Fund's
Board or on any other basis from time to time deemed reasonable
by the Fund's Board.
2. For the purposes of determining the fees payable
under this Plan, the value of the net assets attributable to each
class of Fund shares shall be computed in the manner specified in
the Fund's Articles of Incorporation for the computation of the
value of the Fund's net assets attributable to such a class.
3. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
4. This Plan will become effective immediately upon
approval by a majority of the Board members, including a majority
of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on
the approval of this Plan.
5. This Plan shall continue until May 14, 1994,
unless earlier terminated in accordance with its terms, and
thereafter shall continue automatically for successive annual
periods ending on May 14 of each year, provided such continuance
is approved at least annually in the manner provided in
paragraph 4 hereof.
6. This Plan may be amended at any time by the Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
7. This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan.
Adopted: August 11, 1993
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
June 19, 1991
Peoples MidCap Index Fund, Inc.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
Gentlemen:
We have acted as counsel to Peoples MidCap Index Fund, Inc. (the
"Fund") in connection with the preparation of a Registration
Statement on Form N-1A, Registration No. 33-41078 (the
"Registration Statement"), covering shares of Common Stock (the
"Shares") of the Fund.
We have examined copies of the Articles of Incorporation and
By-Laws of the Fund, the Registration Statement and such other
documents, records, papers, statutes and authorities as we deemed
necessary to form a basis for the opinion hereinafter expressed.
In our examination of such material, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various questions
of fact material to such opinion, we have relied upon statements
and certificates of officers and representatives of the Fund and
others.
Attorneys involved in the preparation of this opinion are
admitted only to the bar of the State of New York. As to various
questions arising under the laws of the State of Maryland, we
have relied on the opinion of Messrs. Venable, Baetjer and
Howard, a copy of which is attached hereto. Qualifications set
forth in their opinion are deemed incorporated herein.
Based upon the foregoing, we are of the opinion that the Shares
of the Fund to be issued in accordance with the terms of the
offering as set forth in the Prospectus included as part of the
Registration Statement, when so issued and paid for, will
constitute validly authorized and issued Shares, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us in the
Prospectus included in the Registration Statement, and to the
filing of this opinion as an exhibit to any application made by
or on behalf of the Fund or any distributor or dealer in
connection with the registration and qualification of the Fund or
its Shares under the securities laws of any state or
jurisdiction. In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
[LETTERHEAD OF VENABLE, BAETJER AND HOWARD]
June 19, 1991
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Re: Peoples MidCap Index Fund, Inc.
Ladies and Gentlemen:
We have acted as special Maryland counsel for Peoples
MidCap Index Fund, Inc., a Maryland corporation (the "Fund"), in
connection with the organization of the Fund and the issuance of
shares of its Common Stock.
As Maryland counsel for the Fund, we are familiar with
its Charter and Bylaws. We have examined the Prospectus and
Statement of Additional Information, each as amended, included
in the Fund's Registration Statement on Form N-1A, substantially
in the form in which it is to become effective (the
"Prospectus"), and have examined and relied upon such corporate
records of the Fund and other documents and certificates as to
factual matters as we have deemed necessary to render the
opinion expressed herein. We have assumed without independent
verification the genuineness of all signatures and the
conformity with originals of all documents submitted to us as
copies.
Based on such examination, we are of the opinion and
so advise you that:
1. The Fund is duly organized and validly existing
as a corporation in good standing under the laws
of the State of Maryland.
2. The 8,000 shares of presently issued and
outstanding Common Stock of the Fund have been
validly and legally issued and are full paid and
nonassessable.
3. The shares of Common Stock of the Fund to be
offered for sale pursuant to the Prospectus are
duly authorized and, when sold, issued and paid
for as contemplated by the Prospectus, will have
been validly and legally issued and will be full
paid and nonassessable.
This letter expresses our opinion as to the Maryland
General Corporation Law governing matters such as due
organization and the authorization and issuance of stock, but it
does not extend to the securities or "Blue Sky" laws of
Maryland, to federal securities laws or to other laws.
You may rely upon our foregoing opinion in rendering
your opinion to the Fund that is to be filed as an exhibit to
the Registration Statement.
Very truly yours,
VENABLE, BAETJER AND HOWARD
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report dated
December 7, 1993, in this Registration Statement (Form N-1A 33-41078) of
Peoples S&P MidCap Index Fund, Inc.
ERNST & YOUNG
New York, New York
January 10, 1994
PEOPLES S&P MIDCAP INDEX FUND, INC.
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
Average annual total return computation from inception through 10/31/93
based upon the following formula:
n
P( 1 + T ) = ERV
where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value as of 10/31/93 of a $1,000
hypothetical investment made on 6/19/91 (inception)
2.370
1000( 1 + T ) = 1,469.55
T = 17.64%
==========
PEOPLES S&P MIDCAP INDEX FUND, INC.
TOTAL RETURN COMPUTATION
Total return computation from inception through 10/31/93
based upon the following formula:
[ C + ( C x B ) ] - A
---------------------
T = A
where: A = NAV at beginning of period
B = Additional shares purchased through dividend reinvestment
C = NAV at end of period
T = Total return
T = [ 17.63 + ( 17.63 x 0.04194 ) ] - 12.50
--------------------------------------------
12.50
T = 46.96%
========
PEOPLES S&P MIDCAP INDEX FUND, INC.
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
Average annual total return computation from 10/31/92 through 10/31/93
based upon the following formula:
n
P( 1 + T ) = ERV
where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value as of 10/31/93 of a $1,000
hypothetical investment made on 10/31/92
1.00
1000( 1 + T ) = 1,212.22
T = 21.22%
============
