File No. 33-41078
811-06325
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. 12 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 12 [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
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
____ immediately upon filing pursuant to paragraph (b)
____ on (DATE) pursuant to paragraph (b)
_X__ 60 days after filing pursuant to paragraph (a)(1)
____ on (DATE) pursuant to paragraph (a)(1)
____ 75 days after filing pursuant to paragraph (a)(2)
____ on (DATE) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
this post-effective amendment designates a new effective date
____ for a previously filed post-effective amendment.
<PAGE>
Dreyfus Index Funds
Investing to match the performance of select stock market benchmarks and indexes
PROSPECTUS March 1, 1999
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
Contents
THE FUNDS
------------------------------------------------------
1 Introduction
2 Dreyfus S&P 500 Index Fund
6 Dreyfus MidCap Index Fund
10 Dreyfus Small Cap Stock Index Fund
14 Dreyfus International Stock Index Fund
18 Management
20 Financial Highlights
YOUR INVESTMENT
-----------------------------------------------------------
24 Account Policies
27 Distributions and Taxes
28 Services for Fund Investors
30 Instructions for Regular Accounts
32 Instructions for IRAs
FOR MORE INFORMATION
--------------------------------------------------------------
Back Cover
Each fund's investment approach, risks, performance, expenses and related
information
Information for managing your fund account
Where to learn more about these and other Dreyfus funds
<PAGE>
The Funds
Dreyfus S&P 500 Index Fund Dreyfus MidCap Index Fund
Dreyfus Small Cap Stock Index Fund Dreyfus International Stock Index Fund
The Dreyfus Index Funds invest in various types of stocks using an indexing
approach. Each fund seeks to match the performance of a different stock market
index, as described on the following pages.
In managing their portfolios, the funds do not rely on the professional judgment
of a portfolio manager for decisions about asset allocation or securities
selection, as do actively managed funds. Instead, each fund looks to its
respective index in determining which securities to hold, and in what
proportion.
Indexing has the potential to eliminate some of the risks of active management,
and to increase an investor's after-tax performance. At the same time, indexing
also means that a fund does not have the option of changing its strategy, even
at times when it may appear advantageous to do so.
INFORMATION ON EACH FUND'S RECENT PERFORMANCE AND HOLDINGS CAN BE FOUND IN ITS
CURRENT ANNUAL/SEMIANNUAL REPORT (SEE BACK COVER).
Introduction
Dreyfus S&P 500 Index Fund
-------------------
Ticker Symbol:
PEOPX
GOAL/APPROACH
The portfolio seeks to match the performance of the Standard & Poor's
500((reg.tm)) Composite Stock Price Index. To pursue this goal, the fund
generally is fully invested in stocks included in the index, and in futures
whose performance is tied to the index.
The fund attempts to have a correlation between its performance and that of the
index of at least .95, before expenses. A correlation of 1.00 would mean that
the fund and the index were perfectly correlated.
The fund generally invests in all 500 stocks in the S&P 500((reg.tm)) in
proportion to their weighting in the index. The S&P 500((reg.tm)) is an
unmanaged index of 500 common stocks chosen to reflect the industries of the
U.S. economy and is often considered a proxy for the stock market in general.
Each stock is weighted by its market capitalization, which means larger
companies have greater representation in the index than smaller ones. The fund
may also use options and futures as a substitute for the sale or purchase of
securities.
Concepts to understand
INDEX FUNDS: mutual funds that are designed to meet the performance of an
underlying benchmark index.
To replicate index performance, the manager uses a passive management approach
and purchases all or a representative sample of the stocks comprising the
benchmark index. Because the fund has expenses, performance will tend to be
slightly lower than that of the target benchmark.
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
Because different types of stocks tend to shift in and out of favor depending on
market and economic conditions, the fund's performance may sometimes be lower or
higher than that of other types of funds.
The fund uses an indexing strategy. It does not attempt to manage market
volatility, use defensive strategies or reduce the effects of any long-term
periods of poor stock performance.
The correlation between fund and index performance may be affected by the fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of purchases and redemptions of fund shares.
The fund may invest in futures and options, which could carry additional risks
such as losses due to unanticipated market price movements, and could also
reduce the opportunity for gain.
Concepts to understand
"Standard & Poor's((reg.tm))," "S&P((reg.tm))," "Standard & Poor's 500" and "S&P
500" are trademarks of The McGraw-Hill Companies, Inc., and have been licensed
for use by the fund. The fund is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in the fund.
Dreyfus S&P 500 Index Fund
<PAGE>
DREYFUS S&P 500 INDEX FUND (CONTINUED)
PAST PERFORMANCE
The two tables below show the fund's annual returns and its long-term
performance. The first table shows you how the fund's performance has varied
from year to year. The second compares the fund's performance over time to that
of the S&P 500 Index, a widely recognized unmanaged index of stock performance.
Both tables assume reinvestment of dividends and distributions. As with all
mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
BEST QUARTER: Q0'00 +0.00%
WORST QUARTER: Q0'00 -0.00%
- --------------------------------------------------------
Average annual total return AS OF 12/31/98
Inception
1 Year 5 Years (1/2/90)
------------------------------------------------
FUND 00.00% 00.00% 00.00%
S&P 500 INDEX 00.00% 00.00% 00.00%*
* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 12/31/89 IS USED AS THE
BEGINNING VALUE ON 1/2/90.
What this fund is --
and isn't
This fund is a mutual fund:
a pooled investment that is professionally managed and gives you the opportunity
to participate in financial markets. It strives to reach its stated goal,
although as with all mutual funds, it cannot offer guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid out of fund assets,
so their effect is included in the share price. The fund has no sales charge
(load) or 12b-1 distribution fees.
- --------------------------------------------------------
Fee table
SHAREHOLDER TRANSACTION FEES
% OF TRANSACTION AMOUNT
Maximum redemption fee
0.00%
CHARGED ONLY WHEN SELLING SHARES YOU
HAVE OWNED FOR LESS THAN SIX MONTHS
- --------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees
0.00%
Shareholder services fee
0.00%
Other expenses
0.00%
- -------------------------------------------------------
TOTAL
0.00%
- --------------------------------------------------------
Expense example
1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------
$000 $000 $000 $0,000
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund's
portfolio and assisting in all aspects of the fund's operations.
For the fiscal year ended Month xx, 19xx, Dreyfus waived a portion of its fee so
that the effective management fee paid by the fund was 0.xx%, reducing total
expenses from x.xx% to x.xx%. This waiver was voluntary and is no longer in
effect.
SHAREHOLDER SERVICES FEE: a fee of 0.25% paid to the fund's distributor for
shareholder account service and maintenance.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
Dreyfus S&P 500 Index Fund
<PAGE>
Dreyfus MidCap Index Fund
- -------------------
Ticker Symbol: PESPX
GOAL/APPROACH
The portfolio seeks to match the performance of the Standard & Poor's MidCap 400
Index. To pursue this goal, the fund generally is fully invested in stocks
included in the index, and in futures whose performance is tied to the index.
The fund attempts to have a correlation between its performance and that of the
index of at least .95, before expenses. A correlation of 1.00 would mean that
the fund and the index were perfectly correlated.
The fund generally invests in all 400 stocks in the S&P 400((reg.tm)) in
proportion to their weighting in the index. The S&P 400 index is composed of 400
stocks of medium-size domestic and some Canadian companies with market
capitalizations ranging between $50 million and $10 billion. Each stock is
weighted by its market capitalization, which means larger companies have greater
representation in the index than smaller ones. The fund may also use options and
futures as a substitute for the sale or purchase of securities.
Concepts to understand
MIDCAP COMPANIES: established companies that may not be well known. Midcap
companies may lack the resources to weather economic shifts, though they can be
faster to innovate than large companies.
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
Compared to larger, more established companies, midsize companies are subject to
more erratic market movements and carry additional risks because their earnings
tend to be less predictable and their stocks less liquid and more volatile.
Because different types of stocks tend to shift in and out of favor depending on
market and economic conditions, the fund's performance may sometimes be lower or
higher than that of other types of funds.
The fund uses an indexing strategy. It does not attempt to manage market
volatility, use defensive strategies or reduce the effects of any long-term
periods of poor stock performance.
The correlation between fund and index performance may be affected by the fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of purchases and redemptions of fund shares.
The fund may invest in futures and options, which could carry additional risks
such as losses due to unanticipated market price movements, and could also
reduce the opportunity for gain.
Concepts to understand
"Standard & Poor's((reg.tm))," "S&P((reg.tm))," "Standard & Poor's 400" and "S&P
400" are trademarks of The McGraw-Hill Companies, Inc., and have been licensed
for use by the fund. The fund is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in the fund.
Dreyfus MidCap Index Fund
<PAGE>
DREYFUS MIDCAP INDEX FUND
(CONTINUED)
PAST PERFORMANCE
The two tables below show the fund's annual returns and its long-term
performance. The first table shows you how the fund's performance has varied
from year to year. The second compares the fund's performance over time to that
of the S&P MidCap 400, a widely recognized unmanaged index of stock performance.
Both tables assume reinvestment of dividends and distributions. As with all
mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
BEST QUARTER: Q0'00 +0.00%
WORST QUARTER: Q0'00 -0.00%
- --------------------------------------------------------
Average annual total return AS OF 12/31/98
Inception
1 Year 5 Years (6/19/91)
----------------------------------------------------------
FUND 00.00% 00.00% 00.00%
S&P MIDCAP 400 INDEX 00.00% 00.00% 00.00%*
* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 6/30/91
IS USED AS THE BEGINNING VALUE ON 6/19/91.
What this fund is --
and isn't
This fund is a mutual fund:
a pooled investment that is professionally managed and gives you the opportunity
to participate in financial markets. It strives to reach its stated goal,
although as with all mutual funds, it cannot offer guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
<PAGE>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid out of fund assets,
so their effect is included in the share price. The fund has no sales charge
(load) or 12b-1 distribution fees.
--------------------------------------------------------
Fee table
SHAREHOLDER TRANSACTION FEES
% OF TRANSACTION AMOUNT
Maximum redemption fee
0.00%
CHARGED ONLY WHEN SELLING SHARES YOU
HAVE OWNED FOR LESS THAN SIX MONTHS
- ------------------------------------
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees
0.00%
Shareholder services fee
0.00%
Other expenses
0.00%
- ------------------------------------
TOTAL
0.00%
- ------------------------------------
Expense example
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------
$000 $000 $000 $0,000
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund's
portfolio and assisting in all aspects of the fund's operations.
For the fiscal year ended Month xx, 19xx, Dreyfus waived a portion of its fee so
that the effective management fee paid by the fund was 0.xx%, reducing total
expenses from x.xx% to x.xx%. This waiver was voluntary and is no longer in
effect.
SHAREHOLDER SERVICES FEE: a fee of 0.25% paid to the fund's distributor for
shareholder account service and maintenance.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
Dreyfus MidCap Index Fund
<PAGE>
Dreyfus Small Cap Stock Index Fund
- ---------------------
Ticker Symbol: XXXXXX
GOAL/APPROACH
The portfolio seeks to match the performance of the Standard & Poor's SmallCap
600 Index. To pursue this goal, it will invest in a representative sample of
stocks included in the S&P 600 index, and in futures whose performance is tied
to the index, rather than attempt to replicate the index.
The fund attempts to have a correlation between its performance and that of the
index of at least .95, before expenses. A correlation of 1.00 would mean that
the fund and the index were perfectly correlated.
The fund's portfolio is selected by a "sampling" process based on market
capitalization, industry representation and other means. The fund expects to
invest in approximately 500 or more of the stocks in the index. However, at
times, the fund may be fully invested in all the stocks that comprise the S&P
600. Under these circumstances, the fund maintains approximately the same
weighting for each stock as the index does.
The S&P 600 index is composed of 600 domestic stocks with market capitalizations
ranging between $38 million and $2.7 billion. Each stock is weighted by its
market capitalization, which means larger companies have greater representation
in the index than smaller ones. The fund may also use options and futures as a
substitute for the sale or purchase of securities.
Concepts to understand
SMALL-CAPITALIZATION COMPANIES: new and often entrepreneurial companies.
Small-cap companies tend to grow faster than larger-cap companies and typically
use any profits for expansion rather than for paying dividends. They are also
more volatile than larger companies and fail more often. The fund generally
invests in companies having market capitalizations from $100 million to $2
billion.
SAMPLING: a statistical process used to select stocks so that the portfolio has
investment characteristics that closely approximate those of the index.
<PAGE>
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
Because different types of stocks tend to shift in and out of favor depending on
market and economic conditions, the fund's performance may sometimes be lower or
higher than that of funds emphasizing other types of stocks (such as large-cap
or international stocks).
Compared to larger, more established companies, small companies are subject to
more erratic market movements and carry additional risks because their earnings
tend to be less predictable and their stocks less liquid and more volatile.
Because different types of stocks tend to shift in and out of favor depending on
market and economic conditions, the fund's performance may sometimes be lower or
higher than that of other types of funds.
The fund uses an indexing strategy. It does not attempt to manage market
volatility, use defensive strategies or reduce the effects of any long-term
periods of poor stock performance.
The correlation between fund and index performance may be affected by the fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of purchases and redemptions of fund shares.
The fund may invest in futures and options, which could carry additional risks
such as losses due to unanticipated market price movements, and could also
reduce the opportunity for gain.
Concepts to understand
"Standard & Poor's((reg.tm))," "S&P((reg.tm))," "Standard & Poor's 600" and "S&P
600" are trademarks of The McGraw-Hill Companies, Inc., and have been licensed
for use by the fund. The fund is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in the fund.
Dreyfus Small Cap Stock Index Fund
<PAGE>
DREYFUS SMALL CAP STOCK INDEX FUND
(CONTINUED)
PAST PERFORMANCE
The two tables below show the fund's annual returns and its long-term
performance. The first table shows you how the fund's performance has varied
from year to year. The second compares the fund's performance over time to that
of the S&P SmallCap 600, a widely recognized unmanaged index of stock
performance. Both tables assume reinvestment of dividends and distributions. As
with all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
BEST QUARTER: Q0'00 +0.00%
WORST QUARTER: Q0'00 -0.00%
- --------------------------------------------------------
Average annual total return AS OF 12/31/98
Inception
1 Year (6/30/97)
------------------------------------------
FUND 00.00% 00.00%
S&P SMALLCAP 600 INDEX 00.00% 00.00%*
* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON XX/XX/XX IS USED AS THE
BEGINNING VALUE ON 6/30/97.
What this fund is --
and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid out of fund assets,
so their effect is included in the share price. The fund has no sales charge
(load) or 12b-1 distribution fees.
- --------------------------------------------------------
Fee table
SHAREHOLDER TRANSACTION FEES
% OF TRANSACTION AMOUNT
Maximum redemption fee
0.00%
CHARGED ONLY WHEN SELLING SHARES YOU
HAVE OWNED FOR LESS THAN SIX MONTHS
- -------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees
0.00%
Shareholder services fee
0.00%
Other expenses
0.00%
- -------------------------------------------------------
TOTAL 0.00%
- --------------------------------------------------------
Expense example
1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------
$000 $000 $000 $0,000
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund's
portfolio and assisting in all aspects of the fund's operations.
For the fiscal year ended Month xx, 19xx, Dreyfus waived a portion of its fee so
that the effective management fee paid by the fund was 0.xx%, reducing total
expenses from x.xx% to x.xx%. This waiver was voluntary and is no longer in
effect.
SHAREHOLDER SERVICES FEE: a fee of 0.25% paid to the fund's distributor for
shareholder account service and maintenance.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
Dreyfus Small Cap Stock Index Fund
<PAGE>
Dreyfus International Stock Index Fund
- ---------------------
Ticker Symbol: XXXXXX
GOAL/APPROACH
The portfolio seeks to match the performance of the Morgan Stanley Capital
International Europe, Australia, Far East (Free) Index((reg.tm)) (EAFE index).
To pursue this goal, it will invest in a representative sample of stocks
included in the S&P 600 index, and in futures whose performance is tied to the
index, rather than attempt to replicate the index.
The fund attempts to have a correlation between its performance and that of the
index of at least .95, before expenses. A correlation of 1.00 would mean that
the fund and the index were perfectly correlated.
The fund's portfolio is selected by a "sampling" process based on country,
market capitalization, industry weightings and other benchmark characteristics.
The fund expects to invest in approximately 550 or more of the stocks in the
index. Under these circumstances, the fund maintains approximately the same
weighting for each stock as the index does.
The EAFE index is a broadly diversified international index composed of the
equity securities of approximately 1,000 companies located outside the U.S. Each
stock is weighted by its market capitalization, which means larger companies
have greater representation in the index than smaller ones. Because of this
weighting, as of October 31, 1998, approximately 50% of the index was composed
of Japanese securities. The fund may also use options and futures as a
substitute for the sale or purchase of securities.
Concepts to understand
FOREIGN COMPANY: a company organized under the laws of a foreign country or for
which the principal trading market is in a foreign country; or a company
organized in the U.S. with a majority of its assets or business outside the U.S.
MAIN RISKS
While stocks have historically been a leading choice of long-term investors,
they do fluctuate in price. The value of your investment in the fund will go up
and down, which means that you could lose money.
The fund's performance will be influenced by political, social and economic
factors affecting foreign companies. These risks include changes in currency
exchange rates, a lack of adequate company information, political instability
and differing auditing and legal standards.
The fund uses an indexing strategy. It does not attempt to manage market
volatility, use defensive strategies or reduce the effects of any long-term
periods of poor stock performance.
The correlation between fund and index performance may be affected by the fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of purchases and redemptions of fund shares.
Other potential risks
The fund may invest in futures and options, which could carry additional risks
such as losses due to unanticipated market price movements, and could also
reduce the opportunity for gain.
Dreyfus International Stock Index Fund
<PAGE>
DREYFUS INTERNATIONAL STOCK INDEX FUND
(CONTINUED)
PAST PERFORMANCE
The two tables below show the fund's annual returns and its long-term
performance. The first table shows you how the fund's performance has varied
from year to year. The second compares the fund's performance over time to that
of the Morgan Stanley Capital International Europe, Australia, Far East (Free)
Index((reg.tm)) (EAFE), a widely recognized unmanaged index of stock
performance. Both tables assume reinvestment of dividends and distributions. As
with all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
BEST QUARTER: Q0'00 +0.00%
WORST QUARTER: Q0'00 -0.00%
- --------------------------------------------------------
Average annual total return AS OF 12/31/98
Inception
1 Year (6/30/97)
---------------------------------------------
FUND 00.00% 00.00%
MORGAN STANLEY EAFE INDEX 00.00% 00.00%*
* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON XX/XX/XX IS USED AS THE
BEGINNING VALUE ON 6/30/97.
What this fund is --
and isn't
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
<PAGE>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below. Shareholder transaction fees are paid
from your account. Annual fund operating expenses are paid out of fund assets,
so their effect is included in the share price. The fund has no sales charge
(load) or 12b-1 distribution fees.
- --------------------------------------------------------
Fee table
SHAREHOLDER TRANSACTION FEES
% OF TRANSACTION AMOUNT
Maximum redemption fee
0.00%
CHARGED ONLY WHEN SELLING SHARES YOU HAVE OWNED FOR LESS THAN SIX MONTHS
- --------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fees
0.00%
Shareholder services fee
0.00%
Other expenses
0.00%
- -------------------------------------------------------
TOTAL 0.00%
- --------------------------------------------------------
Expense example
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------
$000 $000 $000 $0,000
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund's
portfolio and assisting in all aspects of the fund's operations.
For the fiscal year ended Month xx, 19xx, Dreyfus waived a portion of its fee so
that the effective management fee paid by the fund was 0.xx%, reducing total
expenses from x.xx% to x.xx%. This waiver was voluntary and is no longer in
effect.
SHAREHOLDER SERVICES FEE: a fee of 0.25% paid to the fund's distributor for
shareholder account service and maintenance.
OTHER EXPENSES: fees paid by the fund for miscellaneous items such as transfer
agency, custody, professional and registration fees.
Dreyfus International Stock Index Fund
MANAGEMENT
The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages one of the
nation's leading mutual fund complexes, with more than $112 billion in more than
160 mutual fund portfolios. Dreyfus is the mutual fund business of Mellon Bank
Corporation, a broad-based financial services company with a bank at its core.
With more than $350 billion of assets under management and $1.7 trillion of
assets under administration and custody, Mellon provides a full range of
banking, investment and trust products and services to individuals, businesses
and institutions. Its mutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.
Concepts to understand
YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.
Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which the fund invests may be
adversely affected by year 2000-related problems. This could have an impact on
the value of the fund's investments and its share price.
Management philosophy
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, the firm
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity and offers the potential for measuring
performance and volatility in consistent ways.
Dreyfus manages each fund by making investment decisions based on the fund's
investment objectives, policies and restrictions in order to match the
performance of its respective index.
Management
FINANCIAL HIGHLIGHTS
Dreyfus S&P 500 Index Fund
This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by _______________,
whose report, along with the fund's financial statements, is included in the
annual report.
YEAR ENDED OCTOBER 31,
1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 22.06 18.38 16.41 16.88
Investment operations:
Investment income -- net .34 .33 .36 .39
Net realized and unrealized
gain (loss) on investments 6.37 3.89 3.36 .11
Total from investment operations 6.71 4.22 3.72 .50
Distributions:
Dividends from investment
income -- net (.38) (.32) (.42) (.31)
Dividends from net realized
gain on investments (.66) (.22) (1.33) (.66)
Total distributions (1.04) (.54) (1.75) (.97)
Net asset value, end of period 27.73 22.06 18.38 16.41
Total return (%) 31.46 23.41 25.68 3.14
- -------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average
net assets (%) .50 .57 .55 .61
Ratio of net investment income
to average net assets (%) 1.52 1.90 2.75 2.26
Decrease reflected in above expense
ratios due to actions by WFNIA and
Dreyfus (%) .05 -- -- .03
Portfolio turnover rate (%) 2.26 5.22 3.66 18.81
- -------------------------------------------------------------------------------
Net assets, end of
period ($ x 1,000) 1,279,451 591,631 336,147 245,202
<PAGE>
FINANCIAL HIGHLIGHTS
Dreyfus MidCap Index Fund
This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by _______________,
whose report, along with the fund's financial statements, is included in the
annual report.
YEAR ENDED OCTOBER 31,
1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning
of period 21.32 19.40 17.14 17.63
Investment operations:
Investment income -- net .25 .28 .29 .26
Net realized and unrealized
gain (loss) on investments 6.25 2.81 3.00 .08
Total from investment operations 6.50 3.09 3.29 .34
Distributions:
Dividends from investment
income -- net (.27) (.30) (.28) (.27)
Dividends from net realized
gain on investments (1.00) (.87) (.75) (.56)
Total distributions (1.27) (1.17) (1.03) (.83)
Net asset value, end of period 26.55 21.32 19.40 17.14
Total return (%) 32.02 16.65 20.78 1.89
- -------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average
net assets (%) .50 .50 .50 .40
Ratio of net investment income to
average net assets (%) 1.07 1.49 1.80 1.68
Decrease reflected in above expense
ratios due to actions by Dreyfus (%) .09 .17 .35 .43
Portfolio turnover rate (%) 20.15 14.66 20.46 19.81
- -------------------------------------------------------------------------------
Net assets, end of period
($ x 1,000) 221,017 170,987 122,982 75,404
Financial Highlights
<PAGE>
FINANCIAL HIGHLIGHTS
Dreyfus Small Cap Stock Index Fund
This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by _______________,
whose report, along with the fund's financial statements, is included in the
annual report.
YEAR ENDED OCTOBER 31,
1998 1997(1)
- ------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 12.50
Investment operations:
Investment income -- net .02
Net realized and unrealized gain
(loss) on investments 1.38
Total from investment operations 1.40
Distributions:
Dividends from investment income -- net --
Dividends from net realized gain on
investments --
Total distributions --
Net asset value, end of period 13.90
Total return (%)(2) 11.20(3)
- -------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .17(3)
Ratio of net investment income to average net assets (%) .13(3)
Portfolio turnover rate (%) 10.59(3)
- --------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 18,081
(1) FROM JUNE 30, 1997 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1997.
(2) EXCLUSIVE OF REDEMPTION FEE.
(3) NOT ANNUALIZED.
<PAGE>
FINANCIAL HIGHLIGHTS
Dreyfus International Stock Index Fund
This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by _______________,
whose report, along with the fund's financial statements, is included in the
annual report.
YEAR ENDED OCTOBER 31,
1998 1997(1)
- --------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of period 12.50
Investment operations:
Investment income -- net .07
Net realized and unrealized gain (loss)
on investments (1.30)
Total from investment operations (1.23)
Distributions:
Dividends from investment income --
net --
Net asset value, end of period 11.27
Total return (%)(2) (9.84)(3)
- ------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .20(3)
Ratio of net investment income to average net assets (%) .62(3)
Portfolio turnover rate (%) .16(3)
- --------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 9,246
(1) FROM JUNE 30, 1997 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1997.
(2) EXCLUSIVE OF REDEMPTION FEE.
(3) NOT ANNUALIZED.
Financial Highlights
<PAGE>
Your Investment
ACCOUNT POLICIES
Buying shares
YOU PAY NO SALES CHARGES to invest in these funds. Your price for fund shares is
the fund's net asset value per share (NAV), which is generally calculated as of
the close of trading on the New York Stock Exchange (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
entity authorized to accept orders on behalf of the fund. Each fund's
investments are generally valued based on market value or, where market
quotations are not readily available, based on fair value as determined in good
faith by the fund's board.
- --------------------------------------------------------
Minimum investments
Initial Additional
--------------------------------------------------------
REGULAR ACCOUNTS $2,500 $100
TRADITIONAL IRAS $750 NO MINIMUM
SPOUSAL IRAS $750 NO MINIMUM
ROTH IRAS $750 NO MINIMUM
DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS
All investments must be in U.S. dollars. Third-party
checks cannot be accepted. You may be charged a fee for
any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.
Concepts to understand
TRADITIONAL IRA: an individual retirement account. Your contributions may or may
not be deductible depending on your circumstances. Assets grow tax-deferred;
withdrawals and distributions are taxable in the year made.
SPOUSAL IRA: an IRA funded by a working spouse in the name of a nonworking
spouse.
ROTH IRA: an IRA with non-deductible contributions, and tax-free growth of
assets and distributions to pay retirement expenses, provided certain conditions
are met.
EDUCATION IRA: an IRA with nondeductible contributions, and tax-free growth of
assets and distributions, if used to pay certain educational expenses.
FOR MORE COMPLETE IRA INFORMATION, CONSULT DREYFUS OR YOUR TAX PROFESSIONAL.
<PAGE>
Selling shares
YOU MAY SELL SHARES AT ANY TIME. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
entity authorized to accept orders on behalf of the fund. Any certificates
representing fund shares being sold must be returned with your redemption
request. Your order will be processed promptly and you will generally receive
the proceeds within a week.
BEFORE SELLING RECENTLY PURCHASED SHARES, please note that:
o if the fund has not yet collected payment
for the shares you are selling, it may delay sending the
proceeds until it has collected payment, which may take up to
eight business days
o if you are selling shares you have owned for less
than six months, the fund may deduct a 1% redemption fee (not
charged on shares acquired through dividend reinvestment)
- --------------------------------------------------------
Limitations on selling shares by phone
Proceeds sent by Minimum Maximum
------------------------------------------------------
CHECK NO MINIMUM $150,000 PER DAY
WIRE $1,000 $250,000 FOR JOINT ACCOUNTS
EVERY 30 DAYS
Written sell orders
Some circumstances require written sell orders along with signature guarantees.
These include:
o amounts of $1,000 or more on accounts whose address has
been changed within the last 30 days
o requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more must also be signature guaranteed.
A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.
Your Investment
<PAGE>
ACCOUNT POLICIES (CONTINUED)
General policies
IF YOUR ACCOUNT FALLS BELOW $500, the fund may ask you to increase your balance.
If it is still below $500 after 45 days, the fund may close your account and
send you the proceeds.
UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.
EACH FUND RESERVES THE RIGHT TO:
o refuse any purchase request that could adversely affect the fund or its
operations, including those from any individual or group who, in the fund's
view, is likely to engage in excessive trading
o refuse any purchase request in excess of 1% of the fund's total assets
o change its minimum investment amounts
o delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or during
unusual market conditions)
Each fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).
Third-party investments
If you invest through a third party (rather than directly with Dreyfus), the
policies and fees may be different than those described here. Banks, brokers,
401(k) plans, financial advisers and financial supermarkets may charge
transaction fees and may set different minimum investments or limitations on
buying or selling shares. Consult a representative of your plan or financial
institution if in doubt.
<PAGE>
DISTRIBUTIONS AND TAXES
EACH FUND USUALLY PAYS ITS SHAREHOLDERS dividends from its net investment
income, and distributes any net capital gains that it has realized once a year.
Your distributions will be reinvested in your fund unless you instruct the fund
otherwise. There are no fees or sales charges on reinvestments.
FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of any
distribution is the same regardless of how long you have been in the fund and
whether you reinvest your distributions or take them in cash. In general,
distributions are taxable as follows:
- --------------------------------------------------------
Taxability of distributions
Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
--------------------------------------------------------
INCOME ORDINARY ORDINARY
DIVIDENDS INCOME RATE INCOME RATE
SHORT-TERM ORDINARY ORDINARY
CAPITAL GAINS INCOME RATE INCOME RATE
LONG-TERM
CAPITAL GAINS 10% 20%
The tax status of your dividends and distributions will be detailed in your
annual tax statement from the fund.
Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.
Taxes on transactions
Except in tax-advantaged accounts, any sale or exchange of fund shares may
generate a tax liability.
The table at right can provide a guide for your potential tax liability when
selling or exchanging fund shares. "Short-term capital gains" applies to fund
shares sold up to 12 months after buying them. "Long-term capital gains" applies
to shares sold after 12 months.
Your Investment
<PAGE>
SERVICES FOR FUND INVESTORS
Dreyfus Automatic Asset Builder((reg.tm))
BUYING SHARES is easy by making automatic investments from a designated bank
account. You can set up this service with your application or by calling
1-800-645-6561.
The Dreyfus Touch((reg.tm))
FOR 24-HOUR AUTOMATED ACCOUNT ACCESS, use Dreyfus Touch. With a touch-tone
phone, you can easily manage your Dreyfus accounts, obtain information on other
Dreyfus mutual funds and get current stock market quotes.
Dreyfus Financial Centers
THROUGH A NATIONWIDE NETWORK OF DREYFUS FINANCIAL CENTERS, Dreyfus offers a full
array of investment services and products. This includes information on mutual
funds, brokerage services, tax-advantaged products and retirement planning.
OUR EXPERIENCED FINANCIAL CONSULTANTS can help you make informed choices and
provide you with personalized attention in handling account transactions. The
Financial Centers also offer informative seminars and events. To find the
Financial Center nearest you, call 1-800-499-3327.
<PAGE>
Retirement plans
DREYFUS OFFERS A VARIETY OF RETIREMENT PLANS, including traditional, Roth and
Education IRAs. Here's where you call for information:
o for traditional, rollover, Roth and Education IRAs, call
1-800-645-6561
o for SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts, call
1-800-358-0910
Account statements
EVERY DREYFUS INVESTOR automatically receives regular account statements. You'll
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.
Your Investment
INSTRUCTIONS FOR REGULAR ACCOUNTS
TO OPEN AN ACCOUNT
In Writing
Complete the application.
Mail your application and a check to:
The Dreyfus Family of Funds
P.O. Box 9387,
Providence, RI 02940-9387
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to: The Dreyfus Family of Funds P.O. Box 105,
Newark, NJ 07101-0105
By Telephone
WIRE Have your bank send your investment to
The Bank of New York, with these instructions:
* Dreyfus S&P 500 Index Fund
DDA# 8900119527
Dreyfus MidCap Index Fund
DDA# 8900052732
Dreyfus Small Cap Stock Index Fund
DDA# 8900336625
Dreyfus International Stock Index Fund
DDA# 8900336633
* your Social Security or tax ID number
* name(s) of investor(s)
Call us to obtain an account number. Return your application.
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* Dreyfus S&P 500 Index Fund
DDA# 8900119527
Dreyfus MidCap Index Fund
DDA# 8900052732
Dreyfus Small Cap Stock Index Fund
DDA# 8900336625
Dreyfus International Stock Index Fund
DDA# 8900336633
* your account number
* name(s) of investor(s)
ELECTRONIC CHECK Same as wire, but insert "1111" before your account number and
add ABA# 021000018
Automatically
WITH AN INITIAL INVESTMENT Indicate on your application which automatic
service(s) you want. Return your application with your investment.
ALL SERVICES Call us to request a form to add any automatic investing service
(see "Services for Fund Investors"). Complete and return the forms along with
any other required materials.
Via the Internet
COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
<PAGE>
TO SELL SHARES
Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see "Account
Policies -- Selling Shares").
Mail your request to:
The Dreyfus Family of Funds
P.O. Box 9671,
Providence, RI 02940-9671
WIRE Be sure the fund has your bank account information on file. Call us to
request your transaction. Proceeds will be wired to your bank.
To reach Dreyfus, call toll free in the U.S. 1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
THE DREYFUS FAMILY OF FUNDS
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
Your Investment
INSTRUCTIONS FOR IRAS
TO OPEN AN ACCOUNT
In Writing
Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.
Mail your application and a check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427,
Providence, RI 02940-6427
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.
Mail in the slip and the check (see "To Open an Account" at left).
By Telephone
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* Dreyfus S&P 500 Index Fund
DDA# 8900119527
Dreyfus MidCap Index Fund
DDA# 8900052732
Dreyfus Small Cap Stock Index Fund
DDA# 8900336625
Dreyfus International Stock Index Fund
DDA# 8900336633
* your account number
* name of investor
* the contribution year
ELECTRONIC CHECK Same as wire, but insert "1111" before your account number and
add ABA# 021000018
Automatically
ALL SERVICES Call us to request a form to add an automatic investing service
(see "Services for Fund Investors"). Complete and return the form along with any
other required materials.
All contributions will count as current year.
Via the Internet
COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
<PAGE>
TO SELL SHARES
Write a letter of instruction that includes:
* your name and signature
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld
Obtain a signature guarantee or other documentation, if required.
Mail in your request (see "To Open an Account" at left).
To reach Dreyfus, call toll free in the U.S. 1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
THE DREYFUS TRUST CO., CUSTODIAN
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
Your Investment
<PAGE>
For More Information
Dreyfus S&P 500 Index Fund Dreyfus Small Cap Stock Index
Fund Dreyfus International Stock Index Fund
-----------------------------
SEC file number: 811-5883
Dreyfus MidCap Index Fund
-----------------------------
SEC file number: 811-6325
More information on these funds is available free upon request, including the
following:
Annual/Semiannual Report
Describes a fund's performance, lists portfolio holdings
and contains a letter from the fund's manager discussing
recent market conditions, economic trends and fund
strategies that significantly affected the fund's
performance during the last fiscal year.
Statement of Additional Information (SAI)
Provides more details about a fund and its policies. A
current SAI is on file with the Securities and Exchange
Commission (SEC) and is incorporated by reference (is
legally considered part of this prospectus).
To obtain information:
BY TELEPHONE Call 1-800-645-6561
BY MAIL Write to:
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
BY E-MAIL Send your request to [email protected]
ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from:
SEC
http://www.sec.gov
DREYFUS
http://www.dreyfus.com
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.
(c) 1999, Dreyfus Service Corporation
INDXP0399
<PAGE>
DREYFUS INDEX FUNDS
DREYFUS S&P 500 INDEX FUND
DREYFUS MIDCAP INDEX FUND
DREYFUS SMALL CAP STOCK INDEX FUND
DREYFUS INTERNATIONAL STOCK INDEX FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 1999
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current combined
Prospectus of the funds named above (each, a "Fund" and, collectively, the
"Funds"), dated March 1, 1999, as it may be revised from time to time. Dreyfus
S&P 500 Index Fund, Dreyfus Small Cap Stock Index Fund and Dreyfus International
Stock Index Fund are series of Dreyfus Index Funds, Inc. (the "Company"), an
open-end management investment company, and Dreyfus MidCap Index Fund is a
separate open-end, management investment company. To obtain a copy of the Funds'
Prospectus, please write to the Funds at 144 Glenn Curtiss Boulevard, Uniondale,
New York 11556-0144, or call one of the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. -- Call 516-794-5452
The most recent Annual Report and Semi-Annual Report to Shareholders
of each Fund are separate documents supplied with this Statement of Additional
Information, and the financial statements, accompanying notes and report of
independent auditors appearing in the Annual Report are incorporated by
reference into this Statement of Additional Information. When requesting a copy
of this Statement of Additional Information, you will receive the report(s) for
the Fund(s) in which you are a shareholder.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO WITH OPERATIONS AND
RESULTS THAT ARE UNRELATED TO THOSE OF EACH OTHER FUND. THIS COMBINED STATEMENT
OF ADDITIONAL INFORMATION HAS BEEN PROVIDED FOR YOUR CONVENIENCE TO PROVIDE YOU
WITH THE OPPORTUNITY TO CONSIDER FOUR INVESTMENT CHOICES IN ONE DOCUMENT.
<PAGE>
TABLE OF CONTENTS
PAGE
Description of the Funds............................................B-3
Management of the Funds.............................................B-13
Management Arrangements.............................................B-18
How to Buy Shares...................................................B-22
Shareholder Services Plan...........................................B-23
How to Redeem Shares................................................B-23
Shareholder Services................................................B-25
Determination of Net Asset Value....................................B-26
Dividends, Distributions and Taxes..................................B-27
Portfolio Transactions..............................................B-29
Performance Information.............................................B-29
Information About the Funds.........................................B-30
Counsel and Independent Auditors....................................B-32
Appendix ...........................................................B-33
<PAGE>
DESCRIPTION OF THE FUNDS
The Company, comprised of Dreyfus S&P 500 Index Fund, Dreyfus Small
Cap Stock Index Fund and Dreyfus International Stock Index Fund, is a Maryland
corporation formed on October 6, 1989. Dreyfus MidCap Index Fund is a Maryland
corporation formed on June 6, 1991. Each Fund is an open-end management
investment company, known as a mutual fund.
The Dreyfus Corporation (the "Manager") serves as each Fund's
investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of each Fund's shares.
CERTAIN PORTFOLIO SECURITIES
The following information supplements and should be read in
conjunction with the Funds' Prospectus. When a Fund has cash reserves, the Fund
may invest in the securities described below.
U.S. GOVERNMENT SECURITIES. (All Funds) Securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities include
U.S. Treasury securities that differ in their interest rates, maturities and
times of issuance. Some obligations issued or guaranteed by U.S. Government
agencies and instrumentalities are supported by the full faith and credit of the
U.S. Treasury; others by the right of the issuer to borrow from the Treasury;
others by discretionary authority of the U.S. Government to purchase certain
obligations from the agency or instrumentality; and others only by the credit of
the agency or instrumentality. These securities bear fixed, floating or variable
rates of interest. While the U.S. Government provides financial support for such
U.S. Government-sponsored agencies and instrumentalities, no assurance can be
given that it will always do so since it is not so obligated by law.
REPURCHASE AGREEMENTS. (All Funds) In a repurchase agreement, a Fund
buys, and the seller agrees to repurchase, a security at a mutually agreed upon
time and price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the seller's
obligation to repurchase is secured by the value of the underlying security. The
Funds' custodian or sub-custodian will have custody of, and will hold in a
segregated account, securities acquired by a Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and Exchange
Commission to be loans by the Fund that enters into them. In an attempt to
reduce the risk of incurring a loss on a repurchase agreement, each Fund will
enter into repurchase agreements only with domestic banks with total assets in
excess of $1 billion, or primary government securities dealers reporting to the
Federal Reserve Bank of New York, with respect to securities of the type in
which the Fund may invest, and will require that additional securities be
deposited with it if the value of the securities purchased should decrease below
resale price. Repurchase agreements could involve risks in the event of a
default or insolvency of the other party to the agreement, including possible
delays or restrictions upon the Fund's ability to dispose of the underlying
securities.
BANK OBLIGATIONS. (All Funds) A Fund may purchase certificates of
deposit, time deposits, bankers' acceptances and other short-term obligations
issued by domestic banks, foreign subsidiaries or foreign branches of domestic
banks, domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, the Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven days)
at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instruments upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER. (All Funds) Commercial paper consists of short-term,
unsecured promissory notes issued to finance short-term credit needs. The
commercial paper purchased by a Fund will consist only of direct obligations
which, at the time of their purchase, are (a) rated at least Prime-1 by Moody's
Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's Ratings Group
("S&P"), (b) issued by companies having an outstanding unsecured debt issue
currently rated at least Aa by Moody's or at least AA- by S&P, or (c) if
unrated, determined by the Manager to be of comparable quality to those rated
obligations which may be purchased by the Fund.
INVESTMENT TECHNIQUES
The following information supplements and should be read in
conjunction with the Funds' Prospectus.
GENERAL. Each Fund is managed by determining which stocks are to be
purchased or sold to match, to the extent feasible, the investment
characteristics of its respective benchmark Index. Each Fund will attempt to
achieve a correlation between the performance of its portfolio and that of the
Fund's Index, in both rising and falling markets, of at least 0.95, without
taking into account expenses. A correlation of 1.00 would indicate perfect
correlation, which would be achieved when the Fund's net asset value, including
the value of its dividends and capital gain distributions, increases or
decreases in exact proportion to changes in its Index. Each Fund's ability to
correlate its performance with that of its Index, however, may be affected by,
among other things, changes in securities markets, the manner in which the total
return of the Fund's benchmark Index is calculated, the size of the Fund's
portfolio, the amount of cash or cash equivalents held in the Fund's portfolio,
and the timing, frequency and size of shareholder purchases and redemptions.
Each Fund will use cash flows from shareholder purchase and redemption activity
to maintain, to the extent feasible, the similarity of its portfolio to the
securities comprising the Fund's benchmark Index. Inclusion of a security in an
Index in no way implies an opinion by the sponsor of the Index as to its
attractiveness as an investment. In the future, subject to the approval of the
relevant Fund's shareholders, a Fund may select a different index if such a
standard of comparison is deemed to be more representative of the performance of
the securities such Fund seeks to match. None of the Funds is sponsored,
endorsed, sold or promoted by the sponsor of its respective Index.
Dreyfus Small Cap Stock Index Fund may not, and Dreyfus International
Stock Index Fund will not, hold all of the issues that comprise their respective
Index because of the costs involved and the illiquidity of certain of the
securities which comprise such Index. Instead, each of these Funds will attempt
to hold a representative sample of the securities in its respective Index so
that, in the aggregate, the investment characteristics of the Fund's portfolio
resemble those of its Index. The stocks to be included in each of these Funds'
portfolio will be selected using a statistical process known as "sampling." This
process will be used to select stocks so that the market capitalizations,
industry weightings, dividend yield, beta and, with respect to Dreyfus
International Stock Index Fund only, country weightings closely approximate
those of the relevant Index. The sampling techniques utilized by Dreyfus Small
Cap Stock Index Fund and Dreyfus International Stock Index Fund are expected to
be an effective means of substantially duplicating the investment performance of
the respective Index; however, neither of these Funds is expected to track its
benchmark Index with the same degree of accuracy that complete replication of
such Index would have provided. Over time, the portfolio composition of these
Funds will be altered (or "rebalanced") to reflect changes in the composition of
the respective Index.
BORROWING MONEY. (All Funds) Each of Dreyfus Small Cap Stock Index
Fund and Dreyfus International Stock Index Fund is permitted to borrow to the
extent permitted under the Investment Company Act of 1940, as amended (the "1940
Act"), which permits an investment company to borrow an amount up to 33-1/3% of
the value of its total assets. Each of Dreyfus Small Cap Stock Index Fund and
Dreyfus International Stock Index Fund currently intends to, and each of Dreyfus
S&P 500 Index Fund and Dreyfus MidCap Index Fund may, borrow money only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of the
value of its total assets (including the amount borrowed) valued at the lesser
of cost or market, less liabilities (not including the amount borrowed) at the
time the borrowing is made. While borrowings exceed 5% of a Fund's total assets,
the Fund will not make any additional investments.
LENDING PORTFOLIO SECURITIES. (All Funds) Each Fund may lend
securities from its portfolio to brokers, dealers and other financial
institutions needing to borrow securities to complete certain transactions. In
connection with such loans, the Fund continues to be entitled to payments in
amounts equal to the dividends, interest or other distributions payable on the
loaned securities which affords the Fund an opportunity to earn interest on the
amount of the loan and at the same time to earn income on the loaned securities'
collateral. Loans of portfolio securities may not exceed 33-1/3% (30% with
respect to Dreyfus S&P 500 Index Fund and Dreyfus MidCap Index Fund) of the
value of the Fund's total assets, and the Fund will receive collateral
consisting of cash, U.S. Government securities or irrevocable letters of credit
which will be maintained at all times in an amount equal to at least 100% of the
current market value of the loaned securities. Such loans are terminable by the
Fund at any time upon specified notice. The Fund might experience risk of loss
if the institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund. In connection with its securities lending
transactions, a Fund may return to the borrower or a third party which is
unaffiliated with the Fund, and which is acting as a "placing broker," a part of
the interest earned from the investment of collateral received for securities
loaned.
DERIVATIVES. (All Funds) Each Fund may invest in, or enter into,
derivatives, such as stock index futures and, with respect to Dreyfus
International Stock Index Fund, foreign currency futures contracts, in
anticipation of taking a market position when, in the opinion of the Manager,
available cash balances do not permit an economically efficient trade in the
cash market.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular derivative and the
portfolio as a whole. Derivatives permit a Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
Derivatives may entail investment exposures that are greater than
their cost would suggest, meaning that a small investment in derivatives could
have a large potential impact on the Fund's performance.
If a Fund invests in derivatives at inopportune times or judges market
conditions incorrectly, such investments may lower the Fund's return or result
in a loss. The Fund also could experience losses if its derivatives were poorly
correlated with its other investments, or if the Fund were unable to liquidate
its position because of an illiquid secondary market. The market for many
derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid and unpredictable changes in the prices for
derivatives.
Although no Fund will be a commodity pool, certain derivatives subject
the Funds to the rules of the Commodity Futures Trading Commission which limit
the extent to which a Fund can invest in such derivatives. Each Fund may invest
in futures contracts for hedging purposes without limit. However, no Fund may
invest in such contracts for other purposes if the sum of the amount of initial
margin deposits and premiums paid for unexpired options with respect to such
contracts, other than for bona fide hedging purposes, exceeds 5% of the
liquidation value of the Fund's assets, after taking into account unrealized
profits and unrealized losses on such contracts and options.
Each Fund may purchase and sell stock index futures contracts. A stock
index future obligates the Fund to pay or receive an amount of cash equal to a
fixed dollar amount specified in the futures contract multiplied by the
difference between the settlement price of the contract on the contract's last
trading day and the value of the index based on the stock prices of the
securities that comprise it at the opening of trading in such securities on the
next business day.
Dreyfus International Stock Index Fund may purchase and sell currency
futures. A foreign currency future obligates the Fund to purchase or sell an
amount of a specific currency at a future date at a specific price.
Pursuant to regulations and/or published positions of the Securities
and Exchange Commission, a Fund may be required to segregate permissible liquid
assets in connection with its commodities transactions in an amount generally
equal to the value of the underlying commodity. The segregation of such assets
will have the effect of limiting a Fund's ability otherwise to invest those
assets.
FOREIGN CURRENCY TRANSACTIONS. (Dreyfus International Stock Index Fund
only) Dreyfus International Stock Index Fund may enter into foreign currency
transactions to maintain the approximate currency exposure to the Morgan Stanley
Capital International, Europe, Australia, Far East (Free) Index(R) ("EAFE
Index").
Foreign currency transactions may involve, for example, the Fund's
purchase of short positions in foreign currencies, which would involve the Fund
agreeing to exchange an amount of a currency it did not currently own for
another currency at a future date in anticipation of a decline in the value of
the currency sold relative to the currency the Fund contracted to receive in the
exchange. The Fund's success in these transactions will depend principally on
the Manager's ability to predict accurately the future exchange rates between
foreign currencies and the U.S. dollar.
Currency exchange rates may fluctuate significantly over short periods
of time. They generally are determined by the forces of supply and demand in the
foreign exchange markets and the relative merits of investments in different
countries, actual or perceived changes in interest rates and other complex
factors, as seen from an international perspective. Currency exchange rates also
can be affected unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency controls or political
developments in the United States or abroad.
INVESTMENT CONSIDERATIONS AND RISKS
SMALLER COMPANY SECURITIES. (Dreyfus MidCap Index Fund and Dreyfus
Small Cap Stock Index Fund only) Each of these Funds may purchase the securities
of smaller capitalization companies, the prices of which may be subject to more
abrupt or erratic market movements than larger, more established companies,
because these securities typically are traded in lower volume and the issuers
typically are more subject to changes in earnings and prospects.
FOREIGN SECURITIES. (Dreyfus International Stock Index Fund and, to a
limited extent, Dreyfus S&P 500 Index Fund and Dreyfus MidCap Index Fund)
Foreign securities markets generally are not as developed or efficient as those
in the United States. Securities of some foreign issuers are less liquid and
more volatile than securities of comparable U.S. issuers. Similarly, volume and
liquidity in most foreign securities markets are less than in the United States
and, at times, volatility of price can be greater than in the United States.
Because evidences of ownership of foreign securities usually are held
outside the United States, a Fund investing in such securities will be subject
to additional risks which include possible adverse political and economic
developments, seizure or nationalization of foreign deposits and adoption of
governmental restrictions which might adversely affect or restrict the payment
of principal and interest on the foreign securities to investors located outside
the country of the issuer, whether from currency blockage or otherwise.
Moreover, foreign securities held by a Fund may trade on days when the Fund does
not calculate its net asset value and thus affect the Fund's net asset value on
days when investors have no access to the Fund.
Developing countries have economic structures that are generally less
diverse and mature, and political systems that are less stable, than those of
developed countries. The markets of developing countries may be more volatile
than the markets of more mature economies; however, such markets may provide
higher rates of return to investors. Many developing countries providing
investment opportunities for the Funds have experienced substantial, and in some
periods extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have adverse
effects on the economies and securities markets of certain of these countries.
Dreyfus International Stock Index Fund seeks to match the investment
results of the EAFE Index, a large percentage of which is comprised of Japanese
securities. Therefore stocks of Japanese companies will represent a
correspondingly large component of Dreyfus International Stock Index Fund's
investment assets. Such a large investment in the Japanese stock market may
entail a higher degree of risk than with more diversified international
portfolios, especially considering that by fundamental measures of corporate
valuation, such as its high price-earnings ratios and low dividend yields, the
Japanese market as a whole may appear expensive relative to other world stock
markets.
SIMULTANEOUS INVESTMENTS. (All Funds) Investment decisions for each
Fund are made independently from those of other investment companies advised by
the Manager. If, however, such other investment companies desire to invest in,
or dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment company.
In some cases, this procedure may adversely affect the size of the position
obtained for or disposed of by the Fund or the price paid or received by the
Fund.
INVESTMENT RESTRICTIONS
Each Fund's investment objective is a fundamental policy, which cannot
be changed without approval by the holders of a majority (as defined in the 1940
Act) of the Fund's outstanding voting shares. In addition, the Funds have
adopted certain investment restrictions as fundamental policies and certain
other investment restrictions as non-fundamental policies, as described below.
DREYFUS S&P 500 INDEX FUND. The Fund has adopted investment
restrictions numbered 1 through 10 as fundamental policies, which cannot be
changed without approval by the holders of a majority (as defined in the 1940
Act) of the Fund's outstanding voting shares. Investment restrictions numbered
11 through 14 are not fundamental policies and may be changed by vote of a
majority of the Company's Board members at any time. Dreyfus S&P 500 Index Fund
may not:
1. Purchase securities of closed-end investment companies, except (a)
in the open market where no commission other than the ordinary broker's
commission is paid, which purchases are limited to a maximum of (i) 3% of the
total outstanding voting stock of any one closed-end investment company, (ii) 5%
of the Fund's net assets with respect to the securities issued by any one
closed-end investment company and (iii) 10% of the Fund's net assets in the
aggregate, or (b) those received as part of a merger or consolidation. The Fund
may not purchase the securities of open-end investment companies other than
itself.
2. Invest in commodities, except that the Fund may invest in futures
contracts as described in the Prospectus and Statement of Additional
Information.
3. Purchase, hold or deal in real estate, or oil and gas interests,
but the Fund may purchase and sell securities that are secured by real estate or
issued by companies that invest or deal in real estate.
4. Borrow money, except from banks (which, if permitted by applicable
regulatory authority, may be from Mellon Bank, N.A. or Boston Safe Deposit and
Trust Company, affiliates of the Manager) for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments. Transactions in futures and
options do not involve any borrowing for purposes of this restriction.
5. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except in an amount up to 15% of the value of its total assets, but only to
secure borrowings for temporary or emergency purposes. Collateral arrangements
with respect to initial or variation margin for futures contracts will not be
deemed to be pledges of the Fund's assets.
6. Lend any funds or other assets except through the purchase of debt
securities, bankers' acceptances and commercial paper of corporations and other
entities. However, the Fund may lend its portfolio securities in an amount not
to exceed 30% of the value of its total assets. Any loans of portfolio
securities will be made according to guidelines established by the Securities
and Exchange Commission and the Company's Board members.
7. Act as an underwriter of securities of other issuers or purchase
securities subject to restrictions on disposition under the Securities Act of
1933 (so-called "restricted securities"). The Fund may not enter into repurchase
agreements providing for settlement in more than seven days after notice or
purchase securities which are not readily marketable, if, in the aggregate, more
than 10% of the value of the Fund's net assets would be so invested.
8. Invest in the securities of a company for the purpose of exercising
management or control, but the Fund will vote the securities it owns in its
portfolio as a shareholder in accordance with its views.
9. Purchase, sell or write puts, calls or combinations thereof.
10. Invest more than 25% of its assets in investments in any
particular industry or industries (including banking), except to the extent the
Standard & Poor's 500 Composite Stock Price Index also is so concentrated,
provided that, when the Fund has adopted a temporary defensive posture, there
shall be no limitation on the purchase of obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.
11. Engage in arbitrage transactions.
12. Purchase warrants (excluding those acquired by the Fund in units
or attached to securities).
13 Sell securities short, but reserves the right to sell securities
short against the box (a transaction in which the Fund enters into a short sale
of a security which the Fund owns).
14. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessors) if such
purchase would cause the value of the Fund's investments in all such companies
to exceed 5% of the value of its total assets.
* * *
DREYFUS MIDCAP INDEX FUND ONLY. The Fund has adopted investment
restrictions numbered 1 through 11 as fundamental policies, which cannot be
changed without approval by the holders of a majority (as defined in the 1940
Act) of the Fund's outstanding voting shares. Investment restrictions numbered
12 through 14 are not fundamental policies and may be changed by vote of a
majority of the Fund's Board members at any time. Dreyfus MidCap Index Fund may
not:
1. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessors) if such
purchase would cause the value of the Fund's investments in all such companies
to exceed 5% of the value of its total assets.
2. Purchase securities of closed-end investment companies except (a)
in the open market where no commission other than the ordinary broker's
commission is paid, which purchases are limited to a maximum of (i) 3% of the
total outstanding voting stock of any one closed-end investment company, (ii) 5%
of the Fund's net assets with respect to the securities issued by any one
closed-end investment company and (iii) 10% of the Fund's net assets in the
aggregate, or (b) those received as part of a merger or consolidation. The Fund
may not purchase the securities of open-end investment companies other than
itself.
3. Invest in commodities, except that the Fund may invest in futures
contracts as described in the Prospectus and Statement of Additional
Information.
4. Purchase, hold or deal in real estate, real estate investment trust
securities, real estate limited partnership interests, or oil, gas or other
mineral leases or exploration or development programs, but the Fund may purchase
and sell securities that are secured by real estate or issued by companies that
invest or deal in real estate.
5. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments. Transactions in futures and
options do not involve any borrowing for purposes of this restriction.
6. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to secure borrowings for temporary or emergency purposes. Collateral
arrangements with respect to initial or variation margin for futures contracts
will not be deemed to be pledges of the Fund's assets.
7. Lend any funds or other assets except through the purchase of debt
securities, bankers' acceptances and commercial paper of corporations and other
entities. However, the Fund may lend its portfolio securities in an amount not
to exceed 30% of the value of its total assets. Any loans of portfolio
securities will be made according to guidelines established by the Securities
and Exchange Commission and the Fund's Board members.
8. Act as an underwriter of securities of other issuers. The Fund may
not enter into repurchase agreements providing for settlement in more than seven
days after notice or purchase illiquid securities, if, in the aggregate, more
than 10% of the value of the Fund's net assets would be so invested.
9. Invest in the securities of a company for the purpose of exercising
management or control, but the Fund will vote the securities it owns in its
portfolio as a shareholder in accordance with its views.
10. Purchase, sell or write puts, calls or combinations thereof.
11. Invest more than 25% of its assets in investments in any
particular industry or industries (including banking), except to the extent the
Standard & Poor's MidCap 400 Index also is so concentrated, provided that, when
the Fund has adopted a temporary defensive posture, there shall be no limitation
on the purchase of obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
12. Engage in arbitrage transactions.
13. Purchase warrants (excluding those acquired by the Fund in units
or attached to securities).
14. Sell securities short, but reserves the right to sell securities
short against the box (a transaction in which the Fund enters into a short sale
of a security which the Fund owns).
* * *
DREYFUS SMALL CAP STOCK INDEX FUND AND DREYFUS INTERNATIONAL STOCK
INDEX FUND. Each of these Funds has adopted investment restrictions numbered 1
through 8 below as fundamental policies, which cannot be changed, as to a Fund,
without approval by the holders of a majority (as defined in the 1940 Act) of
the Fund's outstanding voting shares. Investment restrictions numbered 9 through
11 are not fundamental policies and may be changed by vote of a majority of the
Company's Board members at any time. Neither of these Funds may:
1. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.
2. Purchase, hold or deal in real estate, or oil, gas or other mineral
leases or exploration or development programs, but the Fund may purchase and
sell securities that are secured by real estate or issued by companies that
invest or deal in real estate.
3. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of the
Fund's total assets). For purposes of this investment restriction, the Fund's
entry into options, forward contracts, futures contracts, including those
relating to indexes, and options on futures contracts or indexes shall not
constitute borrowing.
4. Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements. However, the Fund may lend
its portfolio securities in an amount not to exceed 33-1/3% of the value of its
total assets. Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission and the
Company's Board.
5. Act as an underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of 1933,
as amended, by virtue of disposing of portfolio securities.
6. Invest more than 25% of its assets in the securities of issuers in
any single industry (except to the extent the Fund's benchmark Index as
described in the Prospectus also is so concentrated), provided that there shall
be no limitation on the purchase of obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
7. Issue any senior security (as such term is defined in Section 18(f)
of the 1940 Act), except to the extent the activities permitted in Investment
Restriction Nos. 1, 3 and 9 may be deemed to give rise to a senior security.
8. Purchase securities on margin, but the Fund may make margin
deposits in connection with transactions in options, forward contracts, futures
contracts, including those relating to indexes, and options on futures contracts
or indexes.
9. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with respect
to options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.
10. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if, in
the aggregate, more than 15% of the value of the Fund's net assets would be so
invested.
11. Purchase securities of other investment companies, except to the
extent permitted under the 1940 Act.
* * *
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from a change in values or assets will not
constitute a violation of such restriction.
MANAGEMENT OF THE FUNDS
Each Fund's Board is responsible for the management and supervision of
the Fund. The Board approves all significant agreements between the Fund and
those companies that furnish services to the Fund. These companies are as
follows:
The Dreyfus Corporation..............................Investment Adviser
Premier Mutual Fund Services, Inc....................Distributor
Dreyfus Transfer, Inc................................Transfer Agent
Boston Safe Deposit and Trust Company................Custodian
Board members and officers, together with information as to their
principal business occupations during at least the last five years, are shown
below.
BOARD MEMBERS OF THE FUNDS
JOSEPH S. DiMARTINO, CHAIRMAN OF THE BOARD. Since January 1995, Chairman of the
Board of various funds in the Dreyfus Family of Funds. He also is a
director of The Noel Group, Inc., a venture capital company (for which,
from February 1995 until November 1997, he was Chairman of the Board), The
Muscular Dystrophy Association, HealthPlan Services Corporation, a
provider of marketing, administrative and risk management services to
health and other benefit programs, Carlyle Industries, Inc. (formerly,
Belding Heminway, Inc.), a button packager and distributor, Career
Blazers, Inc. (formerly, Staffing Resources, Inc.), a temporary placement
agency, and Century Business Services, Inc., a provider of various
outsourcing functions for small and medium sized companies. For more than
five years prior to January 1995, he was President, a director and, until
August 1994, Chief Operating Officer of the Manager and Executive Vice
President and a director of Dreyfus Service Corporation, a wholly-owned
subsidiary of the Mana ger and, until August 24, 1994, the Fund's
distributor. From August 1994 until December 31, 1994, he was a director
of Mellon Bank Corporation. He is 55 years old and his address is 200 Park
Avenue, New York, New York 10166.
DAVID P. FELDMAN, BOARD MEMBER. Trustee of Corporate Property Investors, a real
estate investment company, and a director of several mutual funds in the
59 Wall Street Mutual Funds Group, and of the Jeffrey Company, a private
investment company. He was employed by AT&T from July 1961 to his
retirement in April 1997, most recently serving as Chairman and Chief
Executive Officer of AT&T Investment Management Corporation. He is 58
years old and his address is c/o AT&T One Oak Way, Berkley Heights, New
Jersey 07922.
JOHN M. FRASER, JR., BOARD MEMBER. President of Fraser Associates, a service
company for planning and arranging corporate meetings and other events.
From September 1975 to June 1978, he was Executive Vice President of
Flagship Cruises, Ltd. Prior thereto, he was Senior Vice President and
Resident Director of the Swedish-American Line for the United States and
Canada. He is 76 years old and his address is 133 East 64th Street, New
York, New York 10021.
EHUD HOUMINER, BOARD MEMBER. Since July 1991, Professor and
Executive-in-Residence at the Columbia Business School, Columbia
University. Since January 1996, principal of Lear, Yavitz and Associates,
a management consulting firm. He was President and Chief Executive Officer
of Philip Morris USA, manufacturers of consumer products, from December
1988 to September 1990. He also is a Director of Avnet Inc. He is 57 years
old and his address is c/o Columbia Business School, Columbia University,
Uris Hall, Room 526, New York, New York 10027.
DAVID J. MAHONEY, BOARD MEMBER. President of David Mahoney Ventures since 1983.
From 1968 to 1983, he was Chairman and Chief Executive Officer of Norton
Simon Inc., a producer of consumer products and services. Mr. Mahoney is
also a director of National Health Laboratories Inc., Bionaire Inc. and
Good Samaritan Health Systems, Inc. He is 74 years old and his address is
745 Fifth Avenue, Suite 700, New York, New York 10151.
GLORIA MESSINGER, BOARD MEMBER. From 1981 to 1993, Managing Director and Chief
Executive Officer of ASCAP (American Society of Composers, Authors and
Publishers). She is a member of the Board of Directors of the Yale Law
School Fund and Theater for a New Audience, Inc., and was secretary of the
ASCAP Foundation and served as a Trustee of the Copyright Society of the
United States. She is also a member of numerous professional and civic
organizations. She is 68 years old and her address is 747 Third Avenue,
11th Floor, New York, New York 10017.
JACK R. MEYER, BOARD MEMBER. 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. He is 52 years old and
his address is 600 Atlantic Avenue, Boston, Massachusetts 02210.
JOHN SZARKOWSKI, BOARD MEMBER. Director Emeritus of Photography at The Museum
of Modern Art. Consultant in Photography. He is 72 years old and his
address is Bristol Road, Box 221, East Chatham, New York 12060.
ANNE WEXLER, BOARD MEMBER. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She is also a
director of Alumax, Comcast Corporation, The New England Electric System,
and Nova Corporation, and a member of the Board of the Carter Center of
Emory University, the Council of Foreign Relations, the National Park
Foundation, Visiting Committee of the John F. Kennedy School of Government
at Harvard University and the Board of Visitors of the University of
Maryland School of Public Affairs. She is 67 years old and her address is
c/o The Wexler Group, 1317 F Street, N.W., Suite 600, Washington, D.C.
20004.
For so long as the plan described in the section captioned
"Shareholder Services Plan" remains in effect with respect to a Fund, the Board
members who are not "interested persons" of the Fund, as defined in the 1940
Act, will be selected and nominated by the Board members who are not "interested
persons" of the Fund.
Each of the Company and Dreyfus MidCap Index Fund typically pays its
Board members an annual retainer and a per meeting fee and reimburses them for
their expenses. The Chairman of the Board receives an additional 25% of such
compensation. Emeritus Board members are entitled to receive an annual retainer
and a per meeting fee of one-half the amount paid to them as Board members. The
aggregate amount of compensation paid to each Board member by the Company and
Dreyfus MidCap Index Fund for the fiscal year ended October 31, 1998, and by all
other funds in the Dreyfus Family of Funds for which such person is a Board
member (the number of which is set forth in parenthesis next to each Board
member's total compensation) for the year ended December 31, 1998, were as
follows:
Total Compensation
Aggregate From the Funds and
Name of Board Compensation From the Fund Complex
Member Funds* Paid to Board Member
Dreyfus MidCap
Company Index Fund
Joseph S. DiMartino $______ $_____ $______ (__)
David P. Feldman $______ $______ $______ (__)
John M. Fraser, Jr. $______ $______ $______ (__)
Ehud Houminer $______ $______ $______ (__)
David J. Mahoney $______ $______ $______ (__)
Gloria Messinger $______ $______ $______ (__)
Jack R. Meyer $______ $______ $______ (__)
John Szarkowski $______ $______ $______ (__)
Anne Wexler $______ $______ $ _____ (__)
- ----------------------------
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $___ and $____ for all Board members as a
group for the Company and Dreyfus MidCap Index Fund, respectively.
OFFICERS OF THE FUNDS
MARIE E. CONNOLLY, PRESIDENT AND TREASURER. President, Chief Executive Officer,
Chief Compliance Officer and a director of the Distributor and Funds
Distributor, Inc., the ultimate parent of which is Boston Institutional
Group, Inc., and an officer of other investment companies advised or
administered by the Manager. She is 41 years old.
MARGARET W. CHAMBERS, VICE PRESIDENT AND SECRETARY. Senior Vice President and
General Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From August
1996 to March 1998, she was Vice President and Assistant General Counsel
for Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she
was an associate with the law firm of Ropes & Gray. She is 38 years old.
MICHAEL S. PETRUCELLI, VICE PRESIDENT, ASSISTANT SECRETARY AND ASSISTANT
TREASURER. Senior Vice President of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From December 1989 through November 1996, he was employed by GE
Investments where he held various financial, business development and
compliance positions. He also served as Treasurer of the GE Funds and as
a Director of GE Investment Services. He is 36 years old.
STEPHANIE D. PIERCE, VICE PRESIDENT, ASSISTANT SECRETARY AND ASSISTANT
TREASURER. Vice President and Client Development Manager of Funds
Distributor, Inc., and an officer of other investment companies advised
or administered by the Manager. From April 1997 to March 1998, she was
employed as a Relationship Manager with Citibank, N.A. From August 1995
to April 1997, she was an Assistant Vice President with Hudson Valley
Bank, and from September 1990 to August 1995, she was Second Vice
President with Chase Manhattan Bank. She is 30 years old.
MARY A. NELSON, VICE PRESIDENT AND ASSISTANT TREASURER. Vice President of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
September 1989 to July 1994, she was an Assistant Vice President and
Client Manager for The Boston Company, Inc. She is 34 years old.
GEORGE A. RIO, VICE PRESIDENT AND ASSISTANT TREASURER. Executive Vice President
and Client Service Director of Funds Distributor, Inc., and an officer of
other investment companies advised or administered by the Manager. From
June 1995 to March 1998, he was Senior Vice President and Senior Key
Account Manager for Putnam Mutual Funds. From May 1994 to June 1995, he
was Director of Business Development for First Data Corporation. From
September 1983 to May 1994, he was Senior Vice President and Manager of
Client Services and Director of Internal Audit at The Boston Company,
Inc. He is 43 years old.
JOSEPH F. TOWER, III, VICE PRESIDENT AND ASSISTANT TREASURER. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where he
held various management positions in the Corporate Finance and Treasury
areas. He is 36 years old.
DOUGLAS C. CONROY, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice
President of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by the Manager. From April 1993 to
January 1995, he was a Senior Fund Accountant for Investors Bank & Trust
Company. He is 29 years old.
CHRISTOPHER J. KELLEY, VICE PRESIDENT AND ASSISTANT SECRETARY. Vice President
and Senior Associate General Counsel of the Distributor and Funds
Distributor, Inc., and an officer of other investment companies advised
or administered by the Manager. From April 1994 to July 1996, he was
Assistant Counsel at Forum Financial Group. From October 1992 to March
1994, he was employed by Putnam Investments in legal and compliance
capacities. He is 33 years old.
KATHLEEN K. MORRISEY, VICE PRESIDENT AND ASSISTANT SECRETARY. Manager of
Treasury Services Administration of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From July 1994 to November 1995, she was a Fund Accountant for
Investors Bank & Trust Company. She is 26 years old.
ELBA VASQUEZ, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice President
of Funds Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From March 1990 to May 1996, she
was employed by U.S. Trust Company of New York, where she held various
sales and marketing positions. She is 37 years old.
The address of each officer is 200 Park Avenue, New York, New York
10166.
Board members and officers, as a group, owned less than 1% of each
Fund's shares outstanding on ___________, 1999.
The following shareholders owned of record 5% or more of the Dreyfus
S&P 500 Index Fund's shares outstanding on ___________, 1999: [ (1) Nationwide
Qualified Plans VAR A/C c/o IPO CO67, P.O. Box 182029, Columbus, OH 43218-2029
(24.46%); (2) Charles Schwab & Co. Inc. - Reinvest Account-Attention Mutual
Funds, 101 Montgomery Street, San Francisco, CA 94104-4122 (20.09%); (3) Dreyfus
Trust Company TTEE - FDC Incentive Savings Plan - First Data Corp., 1 Cabot
Road, Medford, MA 02155-5141 (9.01%) (4) Wachovia Bank NA - TTEE U/A 3/16/59
with Duke Power Co. for Stock Purchase Savings Program, 301 N. Main Street,
Winston Salem, NC 27150 (6.77%).]
The following shareholders owned of record 5% or more of the Dreyfus
MidCap Index Fund's shares outstanding on ___________, 1999: [(1) Charles Schwab
& Co., Inc. - Reinvest Account - Attention Mutual Funds, 101 Montgomery Street,
San Francisco, CA 94104-4122 (27.34%); (2) MAC & Co. A/C# CFKF682L002 - Mellon
Bank, NA - Mutual Fund Operations, P.O. Box 3198, Pittsburgh, PA 15230-3198
(6.03%).]
The following shareholder(s) owned of record 5% or more of each of
Dreyfus Small Cap Stock Index Fund's and Dreyfus International Stock Index
Fund's shares outstanding on ___________, 1999: [MBCIC c/o Mellon Bank -
Attention Michael Botsford, 919 N. Market Street, Wilmington, DE 19801-3023
(91.93%) and (97.50%), respectively.]
MANAGEMENT ARRANGEMENTS
INVESTMENT ADVISER. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international markets.
Mellon is among the twenty-five largest bank holding companies in the United
States based on total assets.
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated November 13, 1995, amended as of June 30,
1997, with the Company and Dreyfus MidCap Index Fund, respectively. As to each
Fund, the Agreement is subject to annual approval by (i) the Board or (ii) vote
of a majority (as defined in the 1940 Act) of the outstanding voting securities
of such Fund, provided that in either event the continuance also is approved by
a majority of the Board members who are not "interested persons" (as defined in
the 1940 Act) of the Fund or the Manager by vote cast in person at a meeting
called for the purpose of voting on such approval. The Agreement was approved by
shareholders of Dreyfus S&P 500 Index Fund and Dreyfus MidCap Index Fund at a
meeting held on November 3, 1995, and was last approved by the Board, including
a majority of the Board members who are not "interested persons" (as defined in
the 1940 Act) of any party to the Management Agreement, at a meeting held on
________, 1998. As to each Fund, the Agreement is terminable without penalty, on
60 days' notice, by the Board or by vote of the holders of a majority of such
Fund's shares, or, upon not less than 90 days' notice, by the Manager. The
Agreement will terminate automatically, as to the relevant Fund, in the event of
its assignment (as defined in the 1940 Act).
The following persons are officers and/or directors of the Manager: W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, Chief Operating Officer and a director; Stephen E. Canter,
Vice Chairman, Chief Investment Officer and a director; Lawrence S. Kash, Vice
Chairman--Distribution and a director; J. David Officer, Vice Chairman and a
director; Ronald P. O'Hanley III, Vice Chairman; William T. Sandalls, Jr.,
Executive Vice President; Mark N. Jacobs, Vice President, General Counsel and
Secretary; Patrice M. Kozlowski, Vice President--Corporate Communications; Mary
Beth Leibig, Vice President--Human Resources; Andrew S. Wasser, Vice
President--Information Systems; Theodore A. Schachar, Vice President; Wendy
Strutt, Vice President; Richard Terres, Vice President; William H. Maresca,
Controller; James Bitetto, Assistant Secretary; Steven F. Newman, Assistant
Secretary; and Mandell L. Berman, Burton C. Borgelt, Frank V. Cahouet and
Richard F. Syron, directors.
The Manager manages each Fund's portfolio of investments in accordance
with the stated policies of such Fund, subject to the approval of the Board. The
Manager is responsible for investment decisions and provides each Fund with
portfolio managers who are authorized by its Board to execute purchases and
sales of securities. The primary portfolio manager for Dreyfus S&P 500 Index
Fund, Dreyfus MidCap Index Fund and Dreyfus Small Cap Stock Index Fund is Steven
A. Falci. He has held that position since November 13, 1995 with respect to
Dreyfus S&P 500 Index Fund and Dreyfus MidCap Index Fund, and since the
inception of Dreyfus Small Cap Stock Index Fund and has been employed by the
Manager since June 30, 1997 pursuant to a dual employee agreement between the
Manager and Mellon Equity Associates, an affiliate of the Manager. Mr. Falci has
been employed by Mellon Equity Associates since April 1994. For more than five
years prior thereto, he was a managing director for pension investments at
NYNEX. The primary portfolio manager for Dreyfus International Stock Index Fund
is Susan Ellison. She has held that position since the inception of the Fund and
has been employed by the Manager since August 1996 pursuant to a dual employee
agreement between the Manager and Mellon Capital Management Corporation, an
affiliate of the Manager. Ms. Ellison has been employed by Mellon Capital
Management Corporation since June 1988. The Manager also maintains a research
department with a professional staff of portfolio managers and securities
analysts who provide research services for each Fund and for other funds advised
by the Manager.
The Manager maintains office facilities on behalf of the Funds, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Funds. The Manager may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not including
the management fees paid by the Funds. The Distributor may use part or all of
such payments to pay Service Agents (as defined below) in respect of these
services. The Manager also may make such advertising and promotional
expenditures, using its own resources, as it from time to time deems
appropriate.
All expenses incurred in the operation of the Funds are borne by the
Manager, except management fees, taxes, interest, brokerage fees and
commissions, if any, fees and expenses of non-interested Board members, fees and
expenses of independent counsel to the Fund and to the non-interested Board
members, Shareholder Services Plan fees, and any extraordinary expenses.
As compensation for the Manager's services, the Company has agreed to
pay the Manager a monthly fee at the annual rate of .25% of the value of each of
Dreyfus S&P 500 Index Fund's and Dreyfus Small Cap Stock Index Fund's average
daily net assets and .35% of the value of Dreyfus International Stock Index
Fund's average daily net assets, and Dreyfus MidCap Index Fund has agreed to pay
Dreyfus a monthly fee at the annual rate of .25% of the value of its average
daily net assets. All fees and expenses are accrued daily and deducted before
declaration of dividends to shareholders. With respect to each Fund, the Manager
has agreed to reduce its management fee in an amount equal to the Fund's
allocable portion of the accrued fees and expenses of the non-interested Board
members and fees and expenses of independent counsel to the Funds and to the
non-interested Board members. For the fiscal year ended October 31, 1998, the
management fees paid by Dreyfus S&P 500 Stock Index Fund, Dreyfus MidCap Index
Fund, Dreyfus Small Cap Stock Index Fund and Dreyfus International Stock Index
Fund amounted to $____________, $_____________, $_____________ and $__________,
respectively.
Prior to January 1, 1997, the Company had agreed to pay the Manager a
monthly management fee at the annual rate of .295% of the value of Dreyfus S&P
500 Index Fund's average daily net assets, and the Manager had agreed to pay
Mellon Equity Associates, pursuant to an index management agreement terminated
as of June 30, 1997, a monthly index management fee at the annual rate of .095%
of the value of Dreyfus S&P 500 Index Fund's average daily net assets. Prior to
June 30, 1997, Dreyfus MidCap Index Fund had agreed to pay the Manager a monthly
management fee at the annual rate of .395% of the value of the Fund's average
daily net assets, and the Manager agreed to pay Mellon Equity Associates,
pursuant to an index management agreement terminated as of June 30, 1997, a
monthly index management fee at the annual rate of .095% of the value of Dreyfus
MidCap Index Fund's average daily net assets. For the period from November 13,
1995 (effective date of each Agreement) through October 31, 1996, and the fiscal
year ended October 31, 1997, the management fees paid to the Manager amounted to
$1,329,105 and $1,985,430 (after the Manager waived receipt of $429,005),
respectively, for Dreyfus S&P 500 Index Fund and $329,970 (after the Manager
waived receipt of $252,887) and $494,374 (after the Manager waived receipt of
$187,440), respectively, for Dreyfus MidCap Index Fund. For the periods from
November 13, 1995 (effective date of each index management agreement) through
October 31, 1996, and November 1, 1996 through June 30, 1997 (date of
termination of each index management agreement), the index management fees paid
to Mellon Equity Associates by the Manager amounted to $428,017 and $313,295,
respectively, for Dreyfus S&P 500 Index Fund and $70,139 and $117,950,
respectively, for Dreyfus MidCap Index Fund. For the period June 30, 1997
(commencement of operations of Dreyfus Small Cap Stock Index Fund and Dreyfus
International Stock Index Fund) through October 31, 1997, the management fees
paid to the Manager amounted to $14,487 for Dreyfus Small Cap Stock Index Fund
and $11,776 for Dreyfus International Stock Index Fund.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of a Fund's net assets increases.
PRIOR AGREEMENTS. From April 4, 1990 to November 13, 1995, Wells Fargo
Nikko Investment Advisers ("WFNIA") served as Dreyfus S&P 500 Index Fund's index
fund manager. Pursuant to prior index management agreements with WFNIA, Dreyfus
S&P 500 Index Fund agreed to pay a monthly fee at the annual rate of .10 of 1%
of the value of the Fund's average daily net assets. For the period November 1,
1995 through November 13, 1995 (termination date of the prior index management
agreement), the index management fee payable to WFNIA by Dreyfus S&P 500 Index
Fund amounted to $11,274.
Prior to November 13, 1995, the Manager served as the Manager S&P 500
Index Fund's administrator pursuant to an administration agreement with the
Company and not as the Company's investment adviser. As compensation for its
administrative services, Dreyfus S&P 500 Index Fund agreed to pay the Manager a
monthly fee at the annual rate of .20 of 1% of value of Dreyfus S&P 500 Index
Fund's average daily net assets. For the period November 1, 1995 through
November 13, 1995 (termination date of the administration agreement), the
administrative fee payable to the Manager by Dreyfus S&P 500 Index Fund amounted
to $22,547.
From January 3, 1995 to November 13, 1995, World Asset Management
("World") served as Dreyfus MidCap Index Fund's index fund manager; from
February 24, 1994 to January 3, 1995, World Asset Management, Inc. ("WAM"
Capital Management, Inc. ("Woodbridge" and together with World, the "prior index
fund managers") served as Dreyfus MidCap Index Fund's index fund manager.
Pursuant to prior index management agreements with the prior index fund
managers, Dreyfus MidCap Index Fund agreed to pay a monthly fee at the annual
rate of .10 of 1% of the value of the Fund's average daily net assets. For the
period November 1, 1995 through November 12, 1995, no index management fee was
paid to the prior index fund managers.
Prior to November 13, 1995, the Manager served as Dreyfus MidCap Index
Fund's administrator pursuant to an administration agreement with the Fund and
not as the Fund's investment adviser. As compensation for its administrative
services, Dreyfus MidCap Index Fund 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 period November 1, 1995 through November 12, 1995, no administrative fee
was paid to the Manager, pursuant to an undertaking in effect.
DISTRIBUTOR. Premier Mutual Fund Services, Inc., located at 60 State
Street, Boston, Massachusetts 02109, serves as each Fund's distributor on a best
efforts basis pursuant to an agreement with the Company which is renewable
annually.
The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where (i)
the employers or affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such plans or programs,
or (ii) such plan's or program's aggregate investment in the Dreyfus Family of
Funds or certain other products made available by the Distributor to such plans
or programs exceeds $1,000,000 ("Eligible Benefit Plans"). Shares of funds in
the Dreyfus Family of Funds then held by Eligible Benefit Plans will be
aggregated to determine the fee payable. 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.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN. Dreyfus
Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the Manager,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is each Fund's transfer and
dividend disbursing agent. Under a transfer agency agreement, the Transfer Agent
arranges for the maintenance of shareholder account records for each Fund, the
handling of certain communications between shareholders and the Fund and the
payment of dividends and distributions payable by the Fund. For these services,
the Transfer Agent receives a monthly fee computed on the basis of the number of
shareholder accounts it maintains for each Fund during the month, and is
reimbursed for certain out-of-pocket expenses. The Manager pays the Funds'
transfer agency fees.
Boston Safe Deposit and Trust Company (the "Custodian"), One Boston
Place, Boston, Massachusetts 02109, acts as custodian of each Fund's
investments. Under a custody agreement, the Custodian holds each Fund's
securities and keeps all necessary accounts and records. For its custody
services, the Custodian receives a monthly fee based on the market value of each
Fund's domestic assets held in custody and receives certain securities
transactions charges. The Manager pays the Funds' custody fees.
HOW TO BUY SHARES
GENERAL. Shares of each Fund are sold without a sales charge. You may
be charged a fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution (collectively, "Service Agents").
Stock certificates are issued only upon your written request. No certificates
are issued for fractional shares. Each Fund reserves the right to reject any
purchase order.
The minimum initial investment is $2,500, or $1,000 if you are a
client of a Service Agent which maintains an omnibus account in a Fund and has
made an aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. However, the minimum initial
investment is $750 for Dreyfus-sponsored Keogh Plans, IRAs (including regular
IRAs, spousal IRAs for a non-working spouse, Roth IRAs, IRAs set up under a
Simplified Employee Pension Plan ("SEP-IRAs"), and rollover IRAs) and 403(b)(7)
Plans with only one participant and $500 for Dreyfus-sponsored Education IRAs,
with no minimum for subsequent purchases. The initial investment must be
accompanied by the Account Application. For full-time or part-time employees of
the Manager or any of its affiliates or subsidiaries, directors of the Manager,
Board members of a fund advised by the Manager, including members of each Fund's
Board, or the spouse or minor child of any of the foregoing, the minimum initial
investment is $1,000. For full-time or part-time employees of the Manager or any
of its affiliates or subsidiaries who elect to have a portion of their pay
directly deposited into their Fund accounts, the minimum initial investment is
$50. Each Fund reserves the right to offer Fund shares without regard to minimum
purchase requirements to employees participating in certain qualified or
non-qualified employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form acceptable to the
Fund. Each Fund reserves the right to vary further the initial and subsequent
investment minimum requirements at any time.
Shares are sold on a continuous basis at the net asset value per share
next determined after an order in proper form is received by the Transfer Agent
or other entity authorized to receive orders on behalf of the Fund. If an order
is received in proper form by the Transfer Agent by the close of trading on the
floor of the New York Stock Exchange (currently 4:00 p.m., New York time) on a
given day, Fund shares will be purchased at the net asset value determined as of
such close of trading on that day. Otherwise, Fund shares will be purchased at
the net asset value determined as of the close of trading on the floor of the
New York Stock Exchange on the next business day. To permit each Fund to invest
your money as promptly as possible after receipt, thereby maximizing the Fund's
ability to track its Index, you are urged to transmit your purchase order in
proper form so that it may be received by the Transfer Agent prior to 12:00
noon, New York time, on the day you want your purchase order to be effective.
Upon request, proceeds from the redemption of shares of other funds in the
Dreyfus Family of Funds by an employee benefit plan will be applied to purchase
Fund shares on the date of redemption, if the plan's recordkeeper has entered
into an appropriate agency agreement with the Fund and such other funds.
Net asset value per share is determined as of the close of trading on
the floor of the New York Stock Exchange (currently 4:00 p.m., New York time) on
each day the New York Stock Exchange is open for business. For purposes of
computing net asset value per share, futures contracts will be valued 15 minutes
after the close of trading on the floor of the New York Stock Exchange. Net
asset value per share is computed by dividing the value of a Fund's net assets
(i.e., the value of its assets less liabilities) by the total number of shares
outstanding. Each Fund's investments are valued based on market value or, where
market quotations are not readily available, based on fair market value as
determined in good faith by the Fund's Board. For further information regarding
the methods employed in valuing each Fund's investments, see "Determination of
Net Asset Value."
SHAREHOLDER SERVICES PLAN
Each Fund has adopted a Shareholder Services Plan pursuant to which it
pays the Distributor for the provision of certain services a fee at the annual
rate of .25% of the value of the Fund's average daily net assets. The services
provided may include personal services relating to shareholder accounts, such as
answering shareholder inquiries regarding a Fund and providing reports and other
information, and services related to the maintenance of shareholder accounts.
Under the Shareholder Services Plan, the Distributor may make payments to
Service Agents in respect of these services.
A quarterly report of the amounts expended under the Shareholder
Services Plan, and the purposes for which such expenditures were incurred, must
be made to the Board for its review. In addition, the Shareholder Services Plan
provides that material amendments of the Plan must be approved by the Board and
by the Board members who are not "interested persons" (as defined in the 1940
Act) of the Fund and have no direct or indirect financial interest in the
operation of the Shareholder Services Plan or in any agreements entered into in
connection with the Shareholder Services Plan, by vote cast in person at a
meeting called for the purpose of considering such amendments. The Shareholder
Services Plan is subject to annual approval by such vote of the Board members
cast in person at a meeting called for the purpose of voting on the Plan. The
Shareholder Services Plan was last so approved on ___________, 1998. The
Shareholder Services Plan is terminable at any time by vote of a majority of the
Board members who are not "interested persons" and have no direct or indirect
financial interest in the operation of the Shareholder Services Plan or in any
agreements entered into in connection with the Shareholder Services Plan.
For the fiscal year ended October 31, 1998, $_____, $_____, $_____ and
$_____ was charged to Dreyfus S&P 500 Index Fund, Dreyfus MidCap Index Fund,
Dreyfus Small Cap Stock Index Fund and Dreyfus International Stock Index Fund,
respectively.
HOW TO REDEEM SHARES
GENERAL. To maximize each Fund's ability to track its Index, you are
urged to transmit your redemption requests so that they may be received by the
Transfer Agent prior to 12:00 noon, New York time, on the day you want your
redemption request to be effective.
REDEMPTION FEE. Each Fund will deduct a redemption fee equal to 1% of
the net asset value of Fund shares redeemed where the redemption occurs within
the initial six-month period following the opening of a Fund account. The
redemption fee will be deducted from the redemption proceeds and retained by the
Fund and used primarily to offset portfolio transaction costs. It is expected
that, as a result of this fee, the Fund will be able to track its Index more
closely. No redemption fee will be charged upon the redemption of shares
purchased through accounts that are reflected on the records of the Transfer
Agent as omnibus accounts approved by Dreyfus Service Corporation or through
accounts established by Service Agents approved by Dreyfus Service Corporation
that utilize the National Securities Clearing Corporation's networking system.
The redemption fee may be waived, modified or discontinued and reintroduced at
any time or from time to time.
WIRE REDEMPTION PRIVILEGE. By using this Privilege, you authorize the
Transfer Agent to act on wire, telephone or letter redemption instructions from
any person representing himself or herself to be you and reasonably believed by
the Transfer Agent to be genuine. Ordinarily, the Fund will initiate payment for
shares redeemed pursuant to this Privilege on the next business day after
receipt by the Transfer Agent of a redemption request in proper form. Redemption
proceeds ($1,000 minimum) will be transferred by Federal Reserve wire only to
the commercial bank account specified by you on the Account Application or
Shareholder Services Form, or to a correspondent bank if your bank is not a
member of the Federal Reserve System. Fees ordinarily are imposed by such bank
and borne by the investor. Immediate notification by the correspondent bank to
your bank is necessary to avoid a delay in crediting the funds to your bank
account.
If you have access to telegraphic equipment, you may wire redemption
requests to the Transfer Agent by employing the following transmittal code which
may be used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
If you do not have direct access to telegraphic equipment, you may
have the wire transmitted by contacting a TRT Cables operator at 1-800-654-7171,
toll free. You should advise the operator that the above transmittal code must
be used and should also inform the operator of the Transfer Agent's answer back
sign.
To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent. This
request must be signed by each shareholder, with each signature guaranteed as
described below under "Stock Certificates; Signatures."
STOCK CERTIFICATES; SIGNATURES. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request. Written
redemption requests must be signed by each shareholder, including each holder of
a joint account, and each signature must be guaranteed. Signatures on endorsed
certificates submitted for redemption also must be guaranteed. The Transfer
Agent has adopted standards and procedures pursuant to which
signature-guarantees in proper form generally will be accepted from domestic
banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations,
as well as from participants in the New York Stock Exchange Medallion Signature
Program, the Securities Transfer Agents Medallion Program ("STAMP") and the
Stock Exchanges Medallion Program. Guarantees must be signed by an authorized
signatory of the guarantor, and "Signature-Guaranteed" must appear with the
signature. The Transfer Agent may request additional documentation from
corporations, executors, administrators, trustees or guardians, and may accept
other suitable verification arrangements from foreign investors, such as
consular verification. For more information with respect to
signature-guarantees, please call one of the telephone numbers listed on the
cover.
REDEMPTION COMMITMENT. Each Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the value of the Fund's net
assets at the beginning of such period. Such commitment is irrevocable without
the prior approval of the Securities and Exchange Commission and is a
fundamental policy of the Fund which may not be changed without shareholder
approval. In the case of requests for redemption in excess of such amount, the
Board reserves the right to make payments in whole or in part in securities or
other assets of the Fund in case of an emergency or any time a cash distribution
would impair the liquidity of the Fund to the detriment of the existing
shareholders. In such event, the securities would be valued in the same manner
as the Fund's portfolio is valued. If the recipient sold such securities,
brokerage charges would be incurred.
SUSPENSION OF REDEMPTIONS. The right of redemption may be suspended or
the date of payment postponed (a) during any period when the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (b) when
trading in the markets the Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange Commission so that
disposal of the Fund's investments or determination of its net asset value is
not reasonably practicable, or (c) for such other periods as the Securities and
Exchange Commission by order may permit to protect the Fund's shareholders.
SHAREHOLDER SERVICES
DREYFUS-AUTOMATIC ASSET BUILDER(R). Dreyfus-Automatic Asset Builder
permits you to purchases 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. This Privilege
may provide you with a convenient way to invest for long-term financial goals.
You should be aware, however, that periodic investment plans do not guarantee a
profit and will not protect an investor against loss in a declining market.
CORPORATE PENSION/PROFIT-SHARING AND RETIREMENT PLANS. The Fund makes
available to corporations a variety of prototype pension and profit-sharing
plans including a 401(k) Salary Reduction Plan. In addition, the Fund makes
available Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs, Education IRAs and IRA "Rollover
Accounts") and 403(b)(7) Plans. Plan support services also are available. 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 (except SEP-IRAs),
please call 1-800-645-6561; or for SEP-IRAs, 401(k) Salary Reduction Plans and
403(b)(7) Plans, please call 1-800-322-7880.
Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request from the
Distributor forms for adoption of such plans.
The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or
IRAs may charge a fee, payment of which could require the liquidation of shares.
All fees charged are described in the appropriate form.
SHARES MAY BE PURCHASED IN CONNECTION WITH THESE PLANS ONLY BY DIRECT
REMITTANCE TO THE ENTITY ACTING AS CUSTODIAN. PURCHASES FOR THESE PLANS MAY NOT
BE MADE IN ADVANCE OF RECEIPT OF FUNDS.
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 for subsequent purchases. The minimum initial investment is $750
for Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs
for a non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and 403(b)(7)
Plans with only one participant and $500 for Dreyfus-sponsored Education IRAs,
with no minimum for subsequent purchases.
You should read the prototype retirement plan and the appropriate form
of custodial agreement for further details on eligibility, service fees and tax
implications, and should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
VALUATION OF PORTFOLIO SECURITIES. Each Fund's portfolio securities
are valued at the last sale price on the securities exchange or national
securities market on which such securities are primarily traded. Securities not
listed on an exchange or national securities market, or securities in which
there were no transactions, are valued at the average of the most recent bid and
asked prices. Bid price is used when no asked price is available. Any securities
or other assets for which recent market quotations are not readily available are
valued at fair value as determined in good faith by the Board. With respect to
Dreyfus International Stock Index Fund, assets and liabilities initially
expressed in foreign currencies will be converted into U.S. dollars using the
officially quoted daily exchange rates determined by Morgan Stanley Capital
International (MSCI) in the calculation of their EAFE Index. This officially
quoted daily exchange rate may be determined by MSCI prior to or after the close
of a particular foreign securities market. If such quotations are not available,
the rate of exchange will be determined in accordance with policies established
by the Board. Expenses and fees, including the management fee (reduced by the
expense limitation, if any), are accrued daily and taken into account for the
purpose of determining the net asset value of Fund shares.
NEW YORK STOCK EXCHANGE CLOSINGS. The holidays (as observed) on which
the New York Stock Exchange is closed currently are: New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Management believes that each Fund qualified for the fiscal year ended
October 31, 1998 as a "regulated investment company" under the Internal Revenue
Code of 1986, as amended (the "Code"). Each Fund intends to continue to so
qualify as long as such qualification is in the best interests of its
shareholders. As a regulated investment company, each Fund will pay no Federal
income tax on its net investment income and net realized capital gains to the
extent its earnings are distributed to shareholders in accordance with the
applicable provisions of the Code. To qualify as a regulated investment company,
the Fund must distribute at least 90% of its net income (consisting of net
investment income and net short-term capital gain) to its shareholders and meet
certain asset diversification and other requirements. If a Fund did not qualify
as a regulated investment company, it would be treated for tax purposes as an
ordinary corporation subject to Federal income tax. The term "regulated
investment company" does not imply the supervision of management or investment
practices or policies by any government agency.
If you elect to receive dividends and distributions in cash, and your
dividend and distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest such
dividend or distribution and all future dividends and distributions payable to
you in additional Fund shares at net asset value. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.
Any dividend or distribution paid shortly after an investor's purchase
may have the effect of reducing the aggregate net asset value of his shares
below the cost of his investment. Such a dividend or distribution would be a
return on the investment in an economic sense, although taxable as stated above.
In addition, the Code provides that if a shareholder holds shares of a Fund for
six months or less and has received a capital gain distribution with respect to
such shares, any loss incurred on the sale of such shares will be treated as a
long-term capital loss to the extent of the capital gain distribution received.
Depending on the composition of a Fund's income, all or a portion of
the dividends paid by the Fund from net investment income may qualify for the
dividends received deduction allowable to qualifying U.S. corporate shareholders
("dividends received deduction"). In general, dividend income of a Fund
distributed to qualifying corporate shareholders will be eligible for the
dividends received deduction only to the extent that the Fund's income consists
of dividends paid by U.S. corporations. However, Section 246(c) of the Code
provides that if a qualifying corporate shareholder has disposed of Fund shares
held for less than 46 days, which 46 days generally must be during the 90-day
period commencing 45 days before the shares become ex-dividend, and has received
a dividend from net investment income with respect to such shares, the portion
designated by the Fund as qualifying for dividend received deduction will not
eligible for such shareholder's dividend received deduction. In addition, the
Code provides other limitations with respect to the ability of a qualifying
corporate shareholder to claim the dividends received deduction in connection
with holding Fund shares.
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss. In addition, all or a portion of the gain
realized from engaging in "conversion transactions" may be treated as ordinary
income under Section 1258. "Conversion transactions" are defined to include
certain forward, futures, option and "straddle" transactions, transactions
marketed or sold to produce capital gains, or transactions described in Treasury
regulations to be issued in the future.
Under Section 1256 of the Code, gain or loss realized by a Fund from
certain financial futures will be treated as 60% long-term capital gain or loss
and 40% short-term capital gain or loss. Gain or loss will arise upon the
exercise of such futures as well as from closing transactions. In addition, any
such futures remaining unexercised at the end of the Fund's taxable year will be
treated as sold for their then fair market value, resulting in additional gain
or loss to the Fund characterized in the manner described above.
Offsetting positions held by a Fund involving futures contracts may
constitute "straddles." Straddles are defined to include "offsetting positions"
in actively traded personal property. The tax treatment of straddles is governed
by Sections 1092 and 1258 of the Code, which, in certain circumstances, override
or modify the provisions of Section 1256. As such, all or a portion of any short
or long-term capital gain from certain "straddle" and conversion transactions
may be recharacterized to ordinary income.
If a Fund were treated as entering into straddles by reason of its
futures transactions, such straddles could be characterized as "mixed straddles"
if the futures transactions comprising such straddles were governed by Section
1256 of the Code. A Fund may make one or more elections with respect to "mixed
straddles." Depending upon which election is made, if any, the results to the
Fund may differ. If no election is made, to the extent the straddle and
conversion transactions rules apply to positions established by the Fund, losses
realized by the Fund will be deferred to the extent of unrealized gain in the
related offsetting position. Moreover, as a result of the straddle and
conversion transaction rules, short-term capital loss on straddle positions may
be recharacterized as long-term capital loss, and long-term capital gain on
straddle positions may be recharacterized as short-term capital gain or ordinary
income.
The Taxpayer Relief Act of 1997 included constructive sale provisions
that generally apply if the Fund either (1) holds an appreciated financial
position with respect to stock, certain debt obligations, or partnership
interests ("appreciated financial position") and then enters into a short sale,
futures, or forward contract, or offsetting notional principal contract
(collectively, a "Contract") with respect to the same or substantially identical
property or (2) holds an appreciated financial position that is a Contract and
then acquires property that is the same as, or substantially identical to, the
underlying property. In each instance, with certain exceptions, the Fund
generally will be taxed as if the appreciated financial position were sold at
its fair market value on the date the Fund enters into the financial position or
acquires the property, respectively. Transactions that are identified hedging or
straddle transactions under other provisions of the Code can be subject to the
constructive sale provisions.
If the International Stock Index Fund invests in an entity that is
classified as a "passive foreign investment company" ("PFIC") for Federal income
tax purposes, the operation of certain provisions of the Code applying to PFICs
could result in the imposition of certain Federal income taxes on the Fund. In
addition, gain realized from the sale or other disposition of PFIC securities
may be treated as ordinary income under Section 1291 of the Code and, with
respect to PFIC securities that are marked-to-market, under Section 1296 of the
Code.
PORTFOLIO TRANSACTIONS
The Manager assumes general supervision over placing orders on behalf
of the Funds for the purchase or sale of portfolio securities. Allocation of
brokerage transactions, including their frequency, is made in the best judgment
of the Manager and in a manner deemed fair and reasonable to shareholders. The
primary consideration is prompt execution of orders at the most favorable net
price. Sales by a broker of shares of a Fund or other funds advised by the
Manager or its affiliates may be taken into consideration, and brokers also will
be selected because of their ability to handle special executions such as are
involved in large block trades or broad distributions, provided the primary
consideration is met. Portfolio turnover may vary from year to year, as well as
within a year. High turnover rates are likely to result in comparatively greater
brokerage expenses. The overall reasonableness of brokerage commissions paid is
evaluated by the Manager based upon its knowledge of available information as to
the general level of commissions paid by other institutional investors for
comparable services.
Consistent with the policy of obtaining the most favorable net price,
brokerage transactions may be conducted through the Manager or its affiliates,
including Dreyfus Investment Services Corporation. The Board has adopted
procedures in conformity with Rule 17e-1 under the 1940 Act to ensure that all
brokerage commissions paid to the Manager or its affiliates are reasonable and
fair. To date, no brokerage commissions have been paid to the Distributor or the
Manager or its affiliates.
For its portfolio securities transactions for the fiscal years ended
October 31, 1996, 1997 and 1998, Dreyfus S&P 500 Index Fund paid total brokerage
commissions of $67,672, $56,269 and $_______ respectively, and Dreyfus MidCap
Index Fund paid total brokerage commissions of $70,701, $67,612 and $_______,
respectively. For the period June 30, 1997 (commencement of operations) through
October 31, 1997 and for the fiscal year ended October 31, 1998, Dreyfus
International Stock Index Fund paid total brokerage commissions of $_________
and $________, respectively, and Dreyfus Small Cap Stock Index Fund paid total
brokerage commissions of $__ and $_________, respectively. There were no spreads
or concessions on principal transactions in fiscal 1996, 1997 and 1998.
PERFORMANCE INFORMATION
Dreyfus S&P 500 Index Fund's average annual total return for the 1, 5
and 8.83 year periods ended October 31, 1998 was ____%, ____% and ____%,
respectively. Dreyfus MidCap Index Fund's average annual total return for the 1,
5 and 7.37 year periods ended October 31, 1998 was ____%, ____% and ____%,
respectively. Dreyfus International Stock Index Fund's average annual total
return for the 1 and __ year periods ended October 31, 1998 was ___% and ___%,
respectively. Dreyfus Small Cap Stock Index Fund's average annual total return
for the 1 and __ year periods ended October 31, 1998 was ___% and ___%,
respectively. Computations of average annual total return for periods of less
than one year represent an annualization of the Fund's actual total return.
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.
Dreyfus S&P 500 Index Fund's total return for the period January 2,
1990 (commencement of operations) to October 31, 1998 was _____%. Dreyfus MidCap
Index Fund's total return for the period June 19, 1991 (commencement of
operations) to October 31, 1998 was _____%. Dreyfus Small Cap Stock Index Fund's
and Dreyfus International Stock Index Fund's total return for the period June
30, 1997 (commencement of operations) to October 31, 1998 was _____% and _____%,
respectively. 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 or marketing Fund shares, including data from the S&P 500 Index, S&P
400 Index, S&P 600 Index, EAFE Index, Russell 2000(R) Index, Lipper Analytical
Services, Inc., the Dow Jones Industrial Average, Money Magazine, Morningstar,
Inc. and other industry publications. A Fund may cite in its advertisements or
in reports or other communications to shareholders, historical performance of
unmanaged indices as reported in Ibbotson, Roger G. and Rex A. Sinquefield,
STOCKS, BONDS, BILLS AND INFLATION (SBBI), 1982, updated annually in the SBBI
YEARBOOK, Ibbotson Associates, Chicago. A Fund also may cite in its
advertisements the aggregate amount of assets committed to index investing by
pension funds and/or other institutional investors, and may refer to or discuss
then-current or past economic or financial conditions, developments or events.
From time to time, advertising materials for the Funds also may refer
to Morningstar ratings and related analysis supporting such ratings.
INFORMATION ABOUT THE FUNDS
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-assessable.
Fund shares are of one class and have equal rights as to dividends and in
liquidation. Shares have no preemptive, subscription or conversion rights and
are freely transferable.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for a Fund to hold annual meetings of shareholders. As a result,
shareholders may not consider each year the election of Board members or the
appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special meeting
of shareholders for purposes of removing a Board member from office.
Shareholders may remove a Board member by the affirmative vote of a majority of
the Fund's outstanding voting shares. In addition, the Board will call a meeting
of shareholders for the purpose of electing Board members if, at any time, less
than a majority of the Board members then holding office have been elected by
shareholders.
Dreyfus S&P 500 Index Fund, Dreyfus Small Cap Stock Index Fund and
Dreyfus International Stock Index Fund are separate series of the Company. Rule
18f-2 under the 1940 Act provides that any matter required to be submitted under
the provisions of the 1940 Act or applicable state law or otherwise to the
holders of the outstanding voting securities of an investment company, such as
the Company, will not be deemed to have been effectively acted upon unless
approved by the holders of a majority of the outstanding shares of each series
affected by such matter. Rule 18f-2 further provides that a series shall be
deemed to be affected by a matter unless it is clear that the interests of each
series in the matter are identical or that the matter does not affect any
interest of such series. However, the Rule exempts the selection of independent
accounts and the election of Board members from the separate voting requirements
of the Rule.
Each Fund will send annual and semi-annual financial statements to all
its shareholders.
Dreyfus S&P 500 Index Fund, Dreyfus MidCap Index Fund and Dreyfus
Small Cap Stock Index Fund are not sponsored, endorsed, sold or promoted by
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P
makes no representation or warranty, express or implied, to the owners of such
Funds or any member of the public regarding the advisability of investing in
securities generally or in the Fund particularly or the ability of the S&P 500
Index, S&P 400 Index or S&P 600 Index to track general stock market performance.
S&P's only relationship to the Funds is the licensing of certain trademarks and
trade names of S&P and of the relevant Indexes which are determined, composed
and calculated by S&P without regard to the Funds. S&P has no obligation to take
the needs of Dreyfus S&P 500 Index Fund, Dreyfus MidCap Index Fund or Dreyfus
Small Cap Stock Index Fund or the owners of such Funds into consideration in
determining, composing or calculating the S&P 500 Index, S&P 400 Index or S&P
600 Index, respectively. S&P is not responsible for and has not participated in
the calculation of any such Fund's net asset value, nor is S&P a distributor of
any such Fund. S&P has no obligation or liability in connection with the
administration, marketing or trading of Dreyfus S&P 500 Index Fund, Dreyfus
MidCap Index Fund, or Dreyfus Small Cap Stock Index Fund.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500 INDEX, S&P 400 INDEX OR S&P 600 INDEX OR ANY DATA INCLUDED THEREIN. S&P
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY DREYFUS
S&P 500 INDEX FUND, DREYFUS MIDCAP INDEX FUND OR DREYFUS SMALL CAP STOCK INDEX
FUND, OWNERS OF SUCH FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
S&P 500 INDEX, S&P 400 INDEX OR S&P 600 INDEX OR ANY DATA INCLUDED THEREIN. S&P
MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO
THE S&P 500 INDEX, S&P 400 INDEX OR S&P 600 INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY
FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
COUNSEL AND INDEPENDENT AUDITORS
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Funds, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the shares
being sold pursuant to the Funds' Prospectus.
_________________________________________________, independent
accountants, have been selected as independent auditors of the Company.
_______________________________________________, independent auditors,
have been selected as independent auditors of Dreyfus MidCap Index Fund.
<PAGE>
APPENDIX
Description of S&P A-1 Commercial Paper Ratings:
The rating A is the highest rating and is assigned by S&P to issues
that are regarded as having the greatest capacity for timely payment. Issues in
this category are delineated with the number 1, 2 or 3 to indicate the relative
degree of safety. Paper rated A-1 indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.
Description of Moody's Prime-1 Commercial Paper Ratings:
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be evidenced
by leading market positions in well established industries, high rates of return
on funds employed, conservative capitalization structures with moderate reliance
on debt and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate liquidity.
<PAGE>
PEOPLES S&P MIDCAP INDEX FUND, INC.
PART C. OTHER INFORMATION
-------------------------
Item 23. Exhibits
- ------- ----------
(a) Registrant's Articles of Incorporation and Articles of
Amendment are incorporated by reference to Exhibit (1)(a) of
Post-Effective Amendment No. 4 to the Registration Statement
on Form N-1A, filed on January 13, 1994, and Exhibit (1)(b) of
Post-Effective Amendment No. 4 to the Registration Statement
on Form N-1A, filed on January 13, 1994.
(b) Registrant's By-Laws, as amended, are incorporated by
reference to Exhibit (2) of Post-Effective Amendment No. 4 to
the Registration Statement on Form N-1A, filed on January 13,
1994.
(d) Management Agreement is incorporated by reference to Exhibit
(5) of Post-Effective Amendment No. 9 to the Registration
Statement on Form N- 1A, filed on June 12, 1997.
(e) Distribution Agreement is incorporated by reference to Exhibit
(6) of Post-Effective Amendment No. 9 to the Registration
Statement on Form N- 1A, filed on June 12, 1997.
(g) Custody Agreement is incorporated by reference to Exhibit 8 of
Post-Effective Amendment No. 7 to the Registration Statement
on Form N-1A, filed on February 26, 1997.
(h) Shareholder Services Plan is incorporated by reference to
Exhibit (9) of Post-Effective Amendment No. 9 to the
Registration Statement on Form N- 1A, filed on June 12, 1997.
(i) Opinion and consent of Registrant's counsel dated June 19,
1991 is incorporated by reference to Exhibit (10) of
Post-Effective Amendment No. 4 to the Registration Statement
on Form N-1A, filed on January 13, 1994.
(j) Consent of Independent Auditors.*
(n) Financial Data Schedule.
- ---------------
* To be filed by amendment.
<PAGE>
Other Exhibits
--------------
(a) Powers of Attorney of the Board members and
officers are incorporated by reference to
Other Exhibits (a) of Post-Effective
Amendment No. 7 to the Registration
Statement on Form N-1A, filed on February
26, 1997.
(b) Certificate of Secretary is incorporated by
reference to Other Exhibits (b) of
Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A, filed
on February 26, 1997.
Item 24. Persons Controlled by or under Common Control with Registrant.
- ------- --------------------------------------------------------------
Not Applicable
Item 25. Indemnification
- ------- ---------------
The Statement as to the general effect of any contract,
arrangements or statute under which a director, officer,
underwriter or affiliated person of the Registrant is insured or
indemnified in any manner against any liability which may be
incurred in such capacity, other than insurance provided by any
director, officer, affiliated person or underwriter for their own
protection, is incorporated by reference to Item 27 of Part C of
Post-Effective Amendment No. 6 to the Registration Statement on
Form N-1A, filed on February 8, 1994.
Reference is also made to the Distribution Agreement attached as
Exhibit (6) of Post-Effective Amendment No. 9 to the Registration
Statement on Form N-1A, filed on June 12, 1997.
Item 26. Business and Other Connections of Investment Adviser.
- ------- ----------------------------------------------------
The Dreyfus Corporation ("Dreyfus") and subsidiary
companies comprise a financial service organization whose
business consists primarily of providing investment management
services as the investment adviser and manager for sponsored
investment companies registered under the Investment Company
Act of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer.
Dreyfus Investment Advisors, Inc., another wholly-owned
subsidiary, provides investment management services to various
pension plans, institutions and individuals.
<PAGE>
Officers and Directors of Investment Adviser
--------------------------------------------
Name and Position
with Dreyfus Other Businesses
- ----------------- ----------------
W. KEITH SMITH Senior Vice Chairman:
Chairman of the Mellon Bank, N.A.*;
Board President and Director:
The Bridgewater Land Co., Inc.**;
Mellon Preferred Capital Corporation**;
TBC Securities Co., Inc.**;
Wellington-Medford II Properties, Inc.**;
Chairman, President and Chief Executive Officer:
Shearson Summit Euromanagement, Inc.*;
Shearson Summit EuroPartners, Inc.*;
Shearson Summit Management, Inc.*;
Shearson Summit Partners, Inc.*;
Shearson Venture Capital, Inc.*;
Chairman and Chief Executive Officer:
The Boston Company, Inc.**;
Boston Safe Deposit and Trust Company**;
Boston Group Holdings, Inc.**;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
The Boston Company Asset Management, Inc.**;
Mellon Europe Limited
London, England;
Mellon Global Investing Corp.*;
Mellon Accounting Services, Inc.*;
MGIC-UK Ltd.;
Mellon Capital Management Corporation***;
Chairman:
Mellon Financial Company*;
Buck Consultants, Inc.
1 Pennsylvania Plaza, 29th Floor
New York, New York 10019;
Director and Vice Chairman:
Mellon Financial Services Corporation*;
Mellon Bank Corporation*;
Trustee:
Laurel Capital Advisors, LLP*;
Mellon Equity Associates, LLP*;
Mellon Bond Associates, LLP*;
Past Director:
Access Capital Strategies Corp.
124 Mount Auburn Street
Suite 200 North
Cambridge, MA 02138
Past Trustee:
Franklin Portfolio Associates Trust
2 International Place, 22nd Floor
Boston, MA 02110
MANDELL L. BERMAN Real estate consultant and private investor:
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034
BURTON C. BORGELT Director:
Director Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880;
Mellon Bank Corporation*;
Mellon Bank, N.A.*
FRANK V. CAHOUET Chairman of the Board, President and Chief Executive
Director Officer:
Mellon Bank Corporation*;
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Alleghany Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067;
Past Chairman, President and Chief Executive Officer:
Mellon Bank, N.A.*
STEPHEN E. CANTER Chairman and President:
Vice Chairman, Dreyfus Investment Advisors, Inc.****;
Chief Investment Director:
Officer, and a The Dreyfus Trust Company+;
Director Acting Chief Executive Officer:
Founders Asset Management, Inc.
2930 E. 3rd Avenue
Denver, CO 80206
CHRISTOPHER M. CONDRON President and Chief Operating Officer:
President, Chief Mellon Bank, N.A.*;
Executive Officer, President and Director:
Chief Operating Boston Safe Advisors, Inc.**;
Officer and a Vice-Chairman and Director:
Director Mellon Bank Corporation*;
The Boston Company, Inc.**;
Director:
Certus Asset Advisors Corporation++;
Mellon Capital Management Corporation***;
Boston Safe Deposit and Trust Company**;
Past President and Director:
The Boston Company Financial Services, Inc.**;
Boston Safe Deposit and Trust Company**;
Past President:
The Boston Company Financial Strategies, Inc.**;
Acting Chief Executive Officer:
Founders Asset Management, Inc.
Denver, CO
Past Director:
Mellon Preferred Capital Corporation**;
Access Capital Strategies Corp.
124 Mount Auburn Street
Suite 200 North
Cambridge, MA 02138;
Past Chairman, President, and Chief Executive Officer:
The Boston Company Asset Management, Inc.**;
Past Partner Representative:
Pareto Partners
271 Regent Street
London, England W1R 8PP;
Past Trustee:
Franklin Portfolio Associates Trust
2 International Place, 22nd Floor
Boston, MA. 02710;
Mellon Bond Associates, LLP*;
Mellon Equity Associates, LLP*;
LAWRENCE S. KASH Executive Vice President:
Vice Chairman- Mellon Bank, N.A.*;
Distribution and a Chairman, President and Director:
Director The Dreyfus Consumer Credit Corporation****;
Trustee, President and Chief Executive Officer:
Laurel Capital Advisors, LLP*;
Director:
Dreyfus Investment Advisors, Inc.****;
Seven Six Seven Agency, Inc.****;
President and Director:
Dreyfus Service Corporation+;
Dreyfus Precious Metals, Inc.+;
Dreyfus Service Organization, Inc.****;
The Boston Company, Inc.**;
Boston Group Holdings, Inc.**;
Chairman and Chief Executive Officer:
Dreyfus Brokerage Services, Inc.
401 North Maple Avenue
Beverly Hills, CA 90210;
Chairman, President and Chief Executive Officer:
The Dreyfus Trust Company+;
The Boston Company Advisors, Inc.
Wilmington, DE.
J. DAVID OFFICER Director:
Vice Chairman Dreyfus Financial Services Corporation*****;
and a Director Dreyfus Investment Services Corporation*****;
Mellon Trust of Florida
2875 Northeast 191st Street
North Miami Beach, Florida 33180;
Mellon Preferred Capital Corporation**;
Boston Group Holdings, Inc.**;
Mellon Trust of New York
1301 Avenue of the Americas - 41st Floor
New York, New York 10019;
Mellon Trust of California
400 South Hope Street
Los Angeles, California 90071-2806;
Dreyfus Insurance Agency of Massachusetts, Inc.
53 State Street
Boston, Massachusetts 02109;
Executive Vice President:
Dreyfus Service Corporation****;
Mellon Bank, N.A.*;
Vice Chairman and Director:
The Boston Company, Inc.**;
President and Director:
RECO, Inc.**;
The Boston Company Financial Services, Inc.**;
Boston Safe Deposit and Trust Company**;
RICHARD F. SYRON Chairman of the Board and Chief Executive Officer:
Director American Stock Exchange
86 Trinity Place
New York, New York 10006;
Director:
John Hancock Mutual Life Insurance Company
John Hancock Place, Box 111
Boston, Massachusetts 02117;
Thermo Electron Corporation
81 Wyman Street,
Box 9046
Waltham, Massachusetts 02254-9046;
American Business
Conference 1730 K Street, NW, Suite 120
Washington, D.C. 20006;
Trustee:
Boston College - Board of Trustees
140 Commonwealth Ave.
Chestnut Hill, Massachusetts 02167-3934
RONALD P. O'HANLEY III Director:
Vice Chairman The Boston Company Asset Management, LLC**;
TBCAM Holding, Inc.**;
Franklin Portfolio Holdings, Inc.
Two International Place - 22nd Floor
Boston, Massachusetts 02110;
Mellon Capital Management Corporation***;
Certus Asset Advisors Corporation++;
Mellon-France Corporation***;
Chairman and Director:
Boston Safe Advisors, Inc.**;
Partner Representative:
Pareto Partners
271 Regent Street
London, England W1R 8PP;
Chairman and Trustee:
Mellon Bond Associates, LLP*;
Mellon Equity Associates, LLP*;
Trustee:
Laurel Capital Advisors, LLP*;
Chairman, President and Chief Executive Officer:
Mellon Global Investing Corp.*;
Partner:
McKinsey & Company, Inc.
Boston, Massachusetts
WILLIAM T. SANDALLS, JR. Chairman and Director:
Executive Vice President Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
President and Director:
Dreyfus-Lincoln, Inc.
4500 New Linden Hill Rd.
Wilmington, DE 19808;
Executive Vice President and Chief Financial Officer:
Dreyfus Service Corporation****;
Executive Vice President, Treasurer and Director:
Dreyfus Service Organization, Inc.****;
Director and Treasurer:
Dreyfus Investment Advisors, Inc.****;
Seven Six Seven Agency, Inc.****;
Dreyfus Precious Metals, Inc.+;
Director, Vice President and Treasurer:
The Dreyfus Consumer Credit Corporation****;
The TruePenny Corporation****
Director, Treasurer and Chief Financial Officer:
The Dreyfus Trust Company+;
Past Director and President:
Lion Management, Inc.****;
Dreyfus Partnership Management, Inc.****;
Past Director and Executive Vice President:
Dreyfus Service Organization, Inc.****;
Past Director and Treasurer:
Dreyfus Personal Management, Inc.****
MARK N. JACOBS Director:
Vice President, Dreyfus Service Organization, Inc.****;
General Counsel The Dreyfus Trust Company+;
and Secretary Dreyfus Investment Advisors, Inc.****;
Director and President:
The TruePenny Corporation****;
Past Director, Vice President and Secretary:
Lion Management, Inc.****
Past Secretary:
The TruePenny Corporation****;
Dreyfus Investment Advisers****
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
ANDREW S. WASSER Vice President:
Vice President- Mellon Bank Corporation*
Information Services
THEODORE A. SCHACHAR Vice President:
Vice President Dreyfus Service Corporation****;
Dreyfus Investment Advisers, Inc.****;
Dreyfus Precious Metals, Inc.+;
Dreyfus Service Organization, Inc.****
WENDY STRUTT None
Vice President
RICHARD TERRES None
Vice President
WILLIAM H. MARESCA Director:
Controller The Dreyfus Trust Company+;
Chief Financial Officer:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
Assistant Treasurer:
Dreyfus Service Organization, Inc.****
JAMES BITETTO Secretary:
Assistant Secretary The TruePenny Corporation****;
Assistant Secretary:
Dreyfus Service Corporation****;
Dreyfus Investment Advisers, Inc.****;
Dreyfus Service Organization, Inc.****
STEVEN F. NEWMAN Vice President, Secretary and Director:
Assistant Secretary Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
Secretary:
Dreyfus Service Organization, Inc.****
- --------------------------------------
* The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
** The address of the business so indicated is One Mellon
Bank Place, Boston, Massachusetts, 02108.
*** The address of the business so indicated is 595 Market Street,
Suite 3000, San Francisco CA 94105.
**** The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
***** The address of the business so indicated is Union Trust Building,
501 Grant Street, Pittsburgh, PA 15259.
+ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York, 11556-0144.
++ The address of the business so indicated is One Bush
Street, Suite 450, San Francisco, CA. 94104.
<PAGE>
Item 27. Principal Underwriters
- -------- ----------------------
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor:
1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management Funds
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Debt and Equity Funds
28) Dreyfus Index Funds, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Preferred Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Funds, Inc.
35) Dreyfus Investment Grade Bond Funds, Inc.
36) Dreyfus Investment Portfolios
37) The Dreyfus/Laurel Funds, Inc.
38) The Dreyfus/Laurel Funds Trust
39) The Dreyfus/Laurel Tax-Free Municipal Funds
40) Dreyfus LifeTime Portfolios, Inc.
41) Dreyfus Liquid Assets, Inc.
42) Dreyfus Massachusetts Intermediate Municipal Bond Fund
43) Dreyfus Massachusetts Municipal Money Market Fund
44) Dreyfus Massachusetts Tax Exempt Bond Fund
45) Dreyfus MidCap Index Fund
46) Dreyfus Money Market Instruments, Inc.
47) Dreyfus Municipal Bond Fund, Inc.
48) Dreyfus Municipal Cash Management Plus
49) Dreyfus Municipal Money Market Fund, Inc.
50) Dreyfus New Jersey Intermediate Municipal Bond Fund
51) Dreyfus New Jersey Municipal Bond Fund, Inc.
52) Dreyfus New Jersey Municipal Money Market Fund, Inc.
53) Dreyfus New Leaders Fund, Inc.
54) Dreyfus New York Insured Tax Exempt Bond Fund
55) Dreyfus New York Municipal Cash Management
56) Dreyfus New York Tax Exempt Bond Fund, Inc.
57) Dreyfus New York Tax Exempt Intermediate Bond Fund
58) Dreyfus New York Tax Exempt Money Market Fund
59) Dreyfus U.S. Treasury Intermediate Term Fund
60) Dreyfus U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Premier California Municipal Bond Fund
66) Dreyfus Premier Equity Funds, Inc.
67) Dreyfus Premier International Funds, Inc.
68) Dreyfus Premier GNMA Fund
69) Dreyfus Premier Worldwide Growth Fund, Inc.
70) Dreyfus Premier Insured Municipal Bond Fund
71) Dreyfus Premier Municipal Bond Fund
72) Dreyfus Premier New York Municipal Bond Fund
73) Dreyfus Premier State Municipal Bond Fund
74) Dreyfus Premier Value Fund
75) Dreyfus Short-Intermediate Government Fund
76) Dreyfus Short-Intermediate Municipal Bond Fund
77) The Dreyfus Socially Responsible Growth Fund, Inc.
78) Dreyfus Stock Index Fund, Inc.
79) Dreyfus Tax Exempt Cash Management
80) The Dreyfus Third Century Fund, Inc.
81) Dreyfus Treasury Cash Management
82) Dreyfus Treasury Prime Cash Management
83) Dreyfus Variable Investment Fund
84) Dreyfus Worldwide Dollar Money Market Fund, Inc.
85) General California Municipal Bond Fund, Inc.
86) General California Municipal Money Market Fund
87) General Government Securities Money Market Fund, Inc.
88) General Money Market Fund, Inc.
89) General Municipal Bond Fund, Inc.
90) General Municipal Money Market Funds, Inc.
91) General New York Municipal Bond Fund, Inc.
92) General New York Municipal Money Market Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
- ------------------ --------------------------- -------------
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial and Assistant
Officer Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
- --------------------------------
+ Principal business address is 60 State Street, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
<PAGE>
Item 28. Location of Accounts and Records
- ------- --------------------------------
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. Boston Safe Deposit and Trust Company
One Boston Place
Boston, MA 02109
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 29. Management Services
- ------- -------------------
Not Applicable
Item 30. Undertakings
- ------- ------------
Not Applicable
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it 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 30th day of December, 1998.
PEOPLES S&P MIDCAP INDEX FUND, INC.
BY: /S/ MARIE E. CONNOLLY*
----------------------------
Marie, E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Signatures Title Date
- ------------------------ ------------------------------ ----------
/s/Marie E. Connolly* President and Treasurer (Principal 12/30/98
_________________________ Executive, Financial and Accounting
Marie E. Connolly Officer)
/s/Joseph DiMartino* Director, Chairman of the Board 12/30/98
_________________________
Joseph DiMartino
/s/David P. Feldman* Director 12/30/98
_________________________
David P. Feldman
/s/John M. Fraser, Jr.* Director 12/30/98
_________________________
John M. Fraser, Jr.
/s/Ehud Houminer* Director 12/30/98
_________________________
Ehud Houminer
/s/David J. Mahoney* Director 12/30/98
_________________________
David J. Mahoney
/s/Gloria Messinger* Director 12/30/98
_________________________
Gloria Messinger
/s/Jack R. Meyer* Director 12/30/98
_________________________
Jack R. Meyer
/s/John Szarkowski* Director 12/30/98
_________________________
John Szarkowski
/s/Anne Wexler* Director 12/30/98
_________________________
Anne Wexler
*BY: /s/ Michael S. Petrucelli
--------------------------
Michael S. Petrucelli,
Attorney-in-Fact
PEOPLES S&P MIDCAP INDEX FUND, INC.
Post-Effective Amendment No. 12 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
-----------
EXHIBITS
-----------
<PAGE>
INDEX TO EXHIBITS
Page
(n) Financial Data Schedule...............................
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000875732
<NAME> DREYFUS MIDCAP INDEX FUND
<SERIES>
<NUMBER> 001
<NAME> DREYFUS MIDCAP INDEX FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 225171
<INVESTMENTS-AT-VALUE> 2495681
<RECEIVABLES> 2553
<ASSETS-OTHER> 238
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 252359
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 587
<TOTAL-LIABILITIES> 587
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 172224
<SHARES-COMMON-STOCK> 9760
<SHARES-COMMON-PRIOR> 8323
<ACCUMULATED-NII-CURRENT> 2290
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 50977
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 26281
<NET-ASSETS> 251772
<DIVIDEND-INCOME> 3134
<INTEREST-INCOME> 905
<OTHER-INCOME> 0
<EXPENSES-NET> 1367
<NET-INVESTMENT-INCOME> 2672
<REALIZED-GAINS-CURRENT> 51907
<APPREC-INCREASE-CURRENT> (38375)
<NET-CHANGE-FROM-OPS> 16204
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2039)
<DISTRIBUTIONS-OF-GAINS> (17601)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7390
<NUMBER-OF-SHARES-REDEEMED> (6608)
<SHARES-REINVESTED> 655
<NET-CHANGE-IN-ASSETS> 30755
<ACCUMULATED-NII-PRIOR> 1657
<ACCUMULATED-GAINS-PRIOR> 16670
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 683
<INTEREST-EXPENSE> 1
<GROSS-EXPENSE> 1367
<AVERAGE-NET-ASSETS> 273232
<PER-SHARE-NAV-BEGIN> 26.55
<PER-SHARE-NII> .27
<PER-SHARE-GAIN-APPREC> 1.20
<PER-SHARE-DIVIDEND> (.23)
<PER-SHARE-DISTRIBUTIONS> (1.99)
<RETURNS-OF-CAPITAL> .00
<PER-SHARE-NAV-END> 25.80
<EXPENSE-RATIO> .005
<AVG-DEBT-OUTSTANDING> 21
<AVG-DEBT-PER-SHARE> .002
</TABLE>
