-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pI8npb9oInh2NbE25VtAbUNRTOCnGtZAM4Z74VWIM4YUqgejNAJZ5p2lAV/o7qPV 6ynCGq0zl5FfdfWE7cDvrw== 0000846800-95-000003.txt : 19950608 0000846800-95-000003.hdr.sgml : 19950608 ACCESSION NUMBER: 0000846800-95-000003 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19950302 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREYFUS LIFE & ANNUITY INDEX FUND INC CENTRAL INDEX KEY: 0000846800 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-27172 FILM NUMBER: 95517912 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05719 FILM NUMBER: 95517913 BUSINESS ADDRESS: STREET 1: 144 GLENN CURTISS BLVD CITY: UNIONDALE STATE: NY ZIP: 11566 BUSINESS PHONE: 2129226785 MAIL ADDRESS: STREET 1: C/O DREYFUS CORP STREET 2: 200 PARK AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 485APOS 1 POST-EFFECTIVE AMENDMENT NO. 7 File Nos. 33-27172 811-5716 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. 7 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 7 [X] (Check appropriate box or boxes.) DREYFUS LIFE AND ANNUITY INDEX FUND, INC. (D/B/A/ DREYFUS STOCK INDEX FUND) (Exact Name of Registrant as Specified in Charter) c/o The Dreyfus Corporation 200 Park Avenue, New York, New York 10166 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (212) 922-6000 Daniel C. Maclean III, Esq. 200 Park Avenue New York, New York 10166 (Name and Address of Agent for Service) It is proposed that this filing will become effective (check appropriate box) immediately upon filing pursuant to paragraph (b) ---- on (date) pursuant to paragraph (b) ---- X 60 days after filing pursuant to paragraph (a)(i) ---- on (date) pursuant to paragraph (a)(i) ---- 75 days after filing pursuant to paragraph (a)(ii) ---- on (date) pursuant to paragraph (a)(ii) of Rule 485 ---- If appropriate, check the following box: this post-effective amendment designates a new effective date for a previously filed post-effective amendment. ---- Registrant has registered an indefinite number of shares of its common stock under the Securities Act of 1933 pursuant to Section 24(f) of the Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the fiscal year ended December 31, 1994 was filed on February 24, 1995. DREYFUS LIFE AND ANNUITY INDEX FUND, INC. Cross-Reference Sheet Pursuant to Rule 495(a) Items in Part A of Form N-1A Caption Page _________ _______ ____ 1 Cover Page Cover 2 Synopsis * 3 Condensed Financial Information 2 4 General Description of Registrant 2, 9 5 Management of the Fund 5 5(a) Management's Discussion of Fund's Performance * 6 Capital Stock and Other Securities 9 7 Purchase of Securities Being Offered 7 8 Redemption or Repurchase 7 9 Pending Legal Proceedings * Items in Part B of Form N-1A - --------- 10 Cover Page Cover 11 Table of Contents Cover 12 General Information and History B-15 13 Investment Objectives and Policies B-2 14 Management of the Fund B-5 15 Control Persons and Principal B-8 Holders of Securities 16 Investment Advisory and Other B-8 Services _____________________________________ NOTE: * Omitted since answer is negative or inapplicable. DREYFUS LIFE AND ANNUITY INDEX FUND, INC. Cross-Reference Sheet Pursuant to Rule 495(a) (continued) Items in Part B of Form N-1A Caption Page _________ _______ _____ 17 Brokerage Allocation B-14 18 Capital Stock and Other Securities B-15 19 Purchase, Redemption and Pricing B-11, B-12 of Securities Being Offered 20 Tax Status B-12 21 Underwriters B-11 22 Calculations of Performance Data B-15 23 Financial Statements B-18 Items in Part C of Form N-1A _________ 24 Financial Statements and Exhibits C-1 25 Persons Controlled by or Under C-3 Common Control with Registrant 26 Number of Holders of Securities C-3 27 Indemnification C-3 28 Business and Other Connections of C-3 Investment Adviser 29 Principal Underwriters C-4 30 Location of Accounts and Records C-7 31 Management Services C-7 32 Undertakings C-7 _____________________________________ NOTE: * Omitted since answer is negative or inapplicable. - ---------------------------------------------------------------------------- PROSPECTUS MAY 1, 1995 DREYFUS STOCK INDEX FUND - ----------------------------------------------------------------------------- DREYFUS STOCK INDEX FUND (THE "FUND") IS AN OPEN-END, NON-DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MUTUAL FUND, THAT IS INTENDED TO BE A FUNDING VEHICLE FOR VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES TO BE OFFERED BY THE SEPARATE ACCOUNTS OF LIFE INSURANCE COMPANIES (THE "PARTICIPATING INSURANCE COMPANIES"). THE FUND'S GOAL IS TO PROVIDE INVESTMENT RESULTS THAT CORRESPOND TO THE PRICE AND YIELD PERFORMANCE OF PUBLICLY TRADED COMMON STOCKS IN THE AGGREGATE, AS REPRESENTED BY THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX. IN ANTICIPATION OF TAKING A MARKET POSITION, THE FUND IS PERMITTED TO PURCHASE AND SELL STOCK INDEX FUTURES. THE FUND IS NEITHER SPONSORED BY NOR AFFILIATED WITH STANDARD & POOR'S CORPORATION. WELLS FARGO NIKKO INVESTMENT ADVISORS ("WFNIA") SERVES AS THE FUND'S INDEX FUND MANAGER. THE DREYFUS CORPORATION ("DREYFUS") SERVES AS THE FUND'S ADMINISTRATOR. THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. THE STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 1995, WHICH MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL (516) 338-3300. MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. THE NET ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME. - --------------------------------------------------------------------------- TABLE OF CONTENTS PAGE CONDENSED FINANCIAL INFORMATION.................. 2 DESCRIPTION OF THE FUND.......................... 2 MANAGEMENT OF THE FUND........................... 5 HOW TO BUY FUND SHARES........................... 7 HOW TO REDEEM FUND SHARES........................ 7 SHAREHOLDER SERVICES PLAN........................ 8 DIVIDENDS, DISTRIBUTIONS AND TAXES............... 8 PERFORMANCE INFORMATION.......................... 9 GENERAL INFORMATION.............................. 9 - -------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ----------------------------------------------------------------------------- CONDENSED FINANCIAL INFORMATION The information in the following table has been audited by Coopers & Lybrand L.L.P., the Fund's independent accountants, whose report thereon appears in the Statement of Additional Information. Further financial data and related notes are included in the Statement of Additional Information, available upon request. FINANCIAL HIGHLIGHTS Contained below is per share operating performance data for a share of Common Stock outstanding, total investment return, ratios to average net assets and other supplemental data for each period indicated. This information has been derived from the Fund's financial statements. YEAR ENDED AUGUST 31, FOUR MONTHS ENDED YEAR ENDED _____________________ DECEMBER 31, DECEMBER 31, ------------- PER SHARE DATA: 1990(1) 1991 1992 1992 1993 1994 -------- ------ ------ ------ ------ ----- Net asset value, beginning of year............. $12.50 $11.62 $14.20 $14.87 $15.32 $13.20 ------ ------ ------- ------ ------- ------ INVESTMENT OPERATIONS: Investment income-net.......................... .38 .39 .37 .13 .37 .32 Net realized and unrealized gain (loss) on investments... (.95) 2.60 .68 .77 1.04 (.21) ------ ------ ------- ------ ------- ------ TOTAL FROM INVESTMENT OPERATIONS........................ (.57) 2.99 1.05 .90 1.41 .11 ------ ------ ------- ------ ------- ------ DISTRIBUTIONS: Dividends from investment income-net..................... (.31) (.39) (.38) (.21) (.34) (.31) Dividends in excess of investment income-net ............ -- -- -- -- (.03) -- Dividends from net realized gain on investments.......... -- (.02) -- (.24) (3.00) -- Dividends in excess of net realized gain on investments.. -- -- -- -- (.16) (.06) ------ ------ ------- ------ ------- ------ TOTAL DISTRIBUTIONS..................................... (.31) (.41) (.38) (.45) (3.53) (.37) ------ ------ ------- ------ ------- ------ Net asset value, end of year............................. $11.62 $14.20 $14.87 $15.32 $13.20 $12.94 ======= ======= ======= ======= ======= ====== TOTAL INVESTMENT RETURN (4.73%)(2) 26.26% 7.49% 6.05%(2) 9.33% .88% RATIOS/SUPPLEMENTAL DATA: Ratio of expenses to average net assets.................. .37%(2) .40% .40% .13%(2) .40% .40% Ratio of net investment income to average net assets..... 3.12%(2) 3.05% 2.63% .85%(2) 2.38% 2.57% Decrease reflected in above expense ratios due to undertakings by WFNIA and Dreyfus....................... .17%(2) .11% .13% .03%(2) .27% .16% Portfolio Turnover Rate.................................. .99%(2) 1.02% 7.66% 6.94%(2) 71.71% 2.82% Net Assets, end of year (000's Omitted).................. $48,184 $62,400 $74,446 $70,072 $61,319 $96,806 - ---------------------- (1) From September 29, 1989 (commencement of operations) to August 31, 1990. (2) Not annualized.
Further information about the Fund's performance is contained in the Fund's annual report, which may be obtained without charge by writing to the address or calling the number set forth on the cover page of this Prospectus. DESCRIPTION OF THE FUND GENERAL _ The Fund is intended to be a funding vehicle for variable annuity contracts ("VA contracts") and variable life insurance policies ("VLI policies") to be offered by the Participating Insurance Companies. The Fund currently does not foresee any disadvantages to the holders of VA contracts and VLI policies arising from the fact that the interests of the holders of such contracts and policies may differ. Nevertheless, the Fund's Directors intend to monitor events in order to identify any material conflicts which may arise and to determine what action, if any, should be taken in response thereto. The VA contracts and the VLI policies are described in the separate prospectuses issued by the Participating Insurance Companies over which the Fund assumes no responsibility. Individual VA contract holders and VLI policy holders are not the "shareholders" of the Fund. Rather, the Participating Insurance Companies and their separate accounts are the shareholders (the "shareholders"), although such companies may pass through voting rights to their VA contract holders and VLI policy holders. INVESTMENT OBJECTIVE _ The Fund's investment objective is to provide investment results that correspond to the price and yield performance of publicly traded common stocks in the aggregate, as represented by the Standard & Poor's 500 Composite Stock Price Index* (the "Index"). The Fund's investment objective cannot be changed - ----------------------- *"Standard & Poor's 500," "S&P 500Registration Mark" are trademarks of Standard & Poor's Corporation and have been licensed for use. The Fund is not sponsored,endorsed, sold or promoted by Standard & Poor's Corporation. Page 2 without approval by the holders of a majority (as defined in the Investment Company Act of 1940) of the Fund's outstanding voting shares. There can be no assurance that the Fund's investment objective will be achieved. MANAGEMENT POLICIES _ The Fund attempts to duplicate the investment results of the Index, which is composed of 500 selected common stocks, most of which are listed on the New York Stock Exchange. Standard & Poor's Corporation chooses the stocks to be included in the Index solely on a statistical basis. The Fund attempts to be fully invested at all times in the stocks that comprise the Index and stock index futures as described below and, in any event, at least 80% of the Fund's net assets will be so invested. Inclusion of a stock in the Index in no way implies an opinion by Standard & Poor's Corporation as to its attractiveness as an investment. The Fund uses the Index as the standard performance comparison because it represents approximately 70% of the total market value of all common stocks and is well known to investors. An investment in the Fund involves risks similar to those of investing in common stocks. The weightings of stocks in the Index are based on each stock's relative total market capitalization; that is, its market price per share times the number of shares outstanding. Because of this weighting, as of December 31, 1994, approximately 46% of the Index was composed of the 50 largest companies. WFNIA generally selects stocks for the Fund's portfolio in the order of their weightings in the Index beginning with the heaviest weighted stocks. With respect to the Fund's assets invested in the stocks in the Index, the percentage of such assets invested in each stock is approximately the same as the percentage it represents in the Index. No attempt is made to manage the portfolio in the traditional sense using economic, financial and market analysis. The Fund is managed using a computer program to determine which stocks are to be purchased or sold to replicate the Index to the extent feasible. From time to time, administrative adjustments may be made in the Fund's portfolio because of changes in the composition of the Index, but such changes should be infrequent. The Fund believes that the indexing approach described above is an effective method of substantially duplicating percentage changes in the Index. It is a reasonable expectation that there will be a close correlation between the Fund's performance and that of the Index in both rising and falling markets. The Fund will attempt to achieve a correlation between the performance of its portfolio and that of the Index of at least 0.95, without taking into account expenses. A correlation of 1.00 would indicate perfect correlation, which would be achieved when the Fund's net asset value, including the value of its dividends and capital gains distributions, increases or decreases in exact proportion to changes in the Index. The Fund's ability to correlate its performance with the Index, however, may be affected by, among other things, changes in securities markets, the manner in which the Index is calculated by Standard & Poor's Corporation and the timing of purchases and redemptions. In the future, the Board of Directors, subject to the approval of shareholders, may select another index if such a standard of comparison is deemed to be more representative of the performance of common stocks. The Fund's ability to duplicate the performance of the Index also depends to some extent on the size of the Fund's portfolio and the size of cash flows into and out of the Fund. Investment changes to accommodate these cash flows are made to maintain the similarity of the Fund's portfolio to the Index to the maximum practicable extent. From time to time, to increase its income, the Fund may lend securities from its portfolio to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. Such loans may not exceed 30% of the value of the Fund's total assets. In connection with such loans, the Fund receives collateral consisting of cash, U.S. Government securities or irrevocable letters of credit. Such collateral is maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. The Fund continues to be entitled to payments in amounts equal to the dividends, interest or other distributions payable on the loaned security and receives interest on the amount of the loan. Such loans are terminable at any time upon specified notice. The Fund might experience risk of loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund. When the Fund has cash reserves, the Fund may invest in U.S. Government securities, repurchase agreements, time deposits, certificates of deposit, bankers' acceptances and high-grade commercial paper. See the Fund's Statement of Additional Information for a description of these instruments. The Fund also may pur- Page 3 chase stock index futures in anticipation of taking a market position when, in the opinion of WFNIA, available cash balances do not permit an economically efficient trade in the cash market. The Fund also may sell stock index futures to terminate existing positions it may have as a result of its purchases of stock index futures. Futures transactions involve so-called "derivative securities." STOCK INDEX FUTURES _ A stock index future obligates the seller to deliver (and the purchaser to take) an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement is made. No physical delivery of the underlying stocks in the index is made. The Fund purchases and sells futures contracts on the stock index for which it can obtain the best price with consideration also given to liquid ity. Initially, when purchasing or selling futures contracts, the Fund is required to deposit with its custodian in the broker's name an amount of cash or cash equivalents up to approximately 10% of the contract amount. This amount is subject to change by the exchange or board of trade on which the contract is traded and members of such exchange or board of trade may impose their own higher requirements. This amount is known as "initial margin" and is in the nature of a performance bond or good faith deposit on the contract which is returned to the Fund upon termination of the futures position, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker, are made daily as the price of the index or securities underlying the futures contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as "marking-to-market." At any time prior to the expiration of a futures contract, the Fund may elect to close the position by taking an opposite position at the then prevailing price, which will operate to terminate the Fund's existing position in the contract. Using futures in anticipation of market transactions involves certain risks. Although the Fund intends to purchase or sell futures contracts only if there is an active market for such contracts, no assurance can be given that a liquid market will exist for any particular contract at any particular time. In addition, the price of stock index futures may not correlate perfectly with the movement in the stock index due to certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions which would distort the normal relationship between the index and futures markets. Secondly, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause temporary price distortions. Because of the possibility of price distortions in the futures market and the imperfect correlation between movements in the stock index and movements in the price of stock index futures, a correct forecast of general market trends still may not result in a successful hedging transaction. The Fund is not a commodity pool. The Fund's commodity transactions must constitute bona fide hedging or other permissible transactions pursuant to regulations promulgated by the Commodity Futures Trading Commission. In addition, the Fund may not engage in such transactions if the amount of initial margin deposits, other than for bona fide hedging transactions, would exceed 5% of the liquidation value of the Fund's assets, after taking into account unrealized profits and losses on such contracts it has entered into. In connection with its futures transactions, the Fund will establish and maintain at its custodian bank a segregated account consisting of cash or high quality money market instruments in an amount equal to the market value of the underlying commodity less any amount deposited as margin. CERTAIN FUNDAMENTAL POLICIES _ The Fund may: (i) invest up to 5% of its assets in securities of any company having less than three years' continuous operation (including operations of any predecessors); (ii) borrow money from banks (which, if permitted by applicable regulatory authority, may be from Wells Fargo Institutional Trust Company, N.A. or Wells Fargo Bank, N.A., affiliates of WFNIA), but only for temporary or emergency (not leveraging) purposes in an amount up to 5% of the value of the Fund's total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made; (iii) pledge, hypothecate, mortgage or otherwise encumber its assets, but only in an amount up to 10% of the value of its total assets to secure borrowings for temporary or emer- Page 4 gency purposes. Collateral arrangements with respect to initial or variation margin for futures contracts will not be deemed to be pledges of the Fund's assets; (iv) invest up to 25% of its assets in the securities of issuers in a single industry (or more to the extent the Index also is so concentrated); (v) invest up to 10% of its total assets in time deposits maturing from two business days through seven calendar days; and (vi) invest up to 10% of its net assets in repurchase agreements providing for settlement in more than seven days after notice and in securities that are not readily marketable. This paragraph describes fundamental policies that cannot be changed without approval of the holders of a majority (as defined in the Investment Company Act of 1940) of the Fund's outstanding voting shares. See "Investment Objective and Management Policies_Investment Restrictions" in the Fund's Statement of Additional Information. INVESTMENT CONSIDERATIONS _ The Fund's classification as a "non-diversified" investment company means that the proportion of the Fund's assets that may be invested in the securities of a single issuer is not limited by the Investment Company Act of 1940. A "diversified" investment company is required by the Investment Company Act of 1940 generally, with respect to 75% of its total assets, to invest not more than 5% of such assets in the securities of a single issuer and to hold not more than 10% of the voting securities of any single issuer. However, the Fund intends to conduct its operations so as to qualify as a "regulated investment company" for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), which requires that, at the end of each quarter of its taxable year, (i) at least 50% of the market value of the Fund's total assets be invested in cash, U.S. Government securities, the securities of other regulated investment companies and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the Fund's total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets be invested in the securities of any one issuer (other than U. S . Government securities or the securities of other regulated investment companies). Since a relatively high percentage of the Fund's assets may be invested in the securities of a limited number of issuers, some of which may be within the same economic sector, the Fund's portfolio securities may be more susceptible to any single economic, political or regulatory occurrence than the portfolio securities of a diversified investment company. Since the stocks of some foreign issuers are included in the Index, the Fund's portfolio may contain securities of such foreign issuers which may subject the Fund to additional investment risks with respect to those securities that are different in some respects from those incurred by a fund which invests only in securities of domestic issuers. Such risks include future political and economic developments, the possible imposition of withholding taxes on income payable on the securities, the possible establishment of exchange controls or the adoption of other foreign governmental restrictions which might adversely affect an investment in these securities and the possible seizure or nationalization of foreign deposits. Investment decisions for the Fund are made independently from those of the other accounts and investment companies that may be managed by WFNIA. However, if such other accounts or investment companies are prepared to invest in, or desire to dispose of, securities in which the Fund invests at the same time as the Fund, available investments or opportunities for sales will be allocated equitably to each. In some cases, this procedure may adversely affect the size of the position obtained for or disposed of by the Fund or the price paid or received by the Fund. MANAGEMENT OF THE FUND INDEX FUND MANAGER _ WFNIA, located at 45 Fremont Street, San Francisco, California 94105, is the index fund manager. WFNIA was organized and registered as an investment adviser on April 3, 1990. Pursuant to an Index Management Agreement with the Fund, WFNIA manages the investment of the Fund's assets, subject to the supervision of the Fund's Board of Directors and in conformity with Maryland law and the stated policies of the Fund. WFNIA is responsible for placing purchase and sale orders and providing continuous supervision of the investment portfolio. WFNIA also serves as index fund manager of Dreyfus Edison Electric Index Fund, Inc. and Peoples Index Fund, Inc. Page 5 On April 3, 1990, Wells Fargo & Company, Wells Fargo Bank, N.A. and Wells Fargo Investment Advisors ("WFIA"), the predecessor index manager of the Fund, signed an agreement with The Nikko Securities Co., Ltd. and an affiliate ("Nikko") pursuant to which the assets and business of WFIA relevant to its performance as index fund manager were transferred to WFNIA. WFIA and Nikko each own 50% of WFNIA. WFNIA, one of the world's largest managers of index funds, is responsible for managing or providing investment advice for assets aggregating in excess of $158 billion as of December 31, 1994. Pursuant to the terms of the Index Management Agreement, the Fund has agreed to pay WFNIA a monthly fee at the annual rate of .15 of 1% of the value of the Fund's average daily net assets. For the fiscal year ended December 31, 1994, the Fund paid WFNIA a monthly index management fee at the effective annual rate of .07 of 1% of the value of the Fund's average daily net assets, pursuant to an undertaking in effect (see "Expenses" below). ADMINISTRATOR _ Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the Fund's administrator. Dreyfus is a wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). Dreyfus generally assists in all aspects of the Fund's operations, other than providing index management or investment advice, under an Administration Agreement with the Fund, subject to the overall authority of the Fund's Directors in accordance with Maryland law. Dreyfus was organized in 1947 and, as of January 31, 1994, managed or administered approximately $70 billion in assets for more than 1.9 million investor accounts nationwide. Mellon is a publicly owned multibank holding company incorporated under Pennsylvania law in 1971 and registered under the Federal Bank Holding Company Act of 1956, as amended. Mellon provides a comprehensive range of financial products and services in domestic and selected international markets. Mellon is among the twenty-five largest bank holding companies in the United States based on total assets. Mellon's principal wholly-owned subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a number of companies known as Mellon Financial Services Corporations. Through its subsidiaries, including Dreyfus, Mellon managed approximately $193 billion in assets as of December 31, 1994, including approximately $70 billion in mutual fund assets. As of September 30, 1994, Mellon, through various subsidiaries, provided non-investment services, such as custodial or administration services, for approximately $654 billion in assets, including approximately $74 billion in mutual fund assets. Pursuant to the terms of the Administration Agreement, the Fund has agreed to pay Dreyfus a monthly fee at the annual rate of .15 of 1% of the value of the Fund's average daily net assets. For the fiscal year ended December 31, 1994, the Fund paid Dreyfus a monthly administration fee at the effective annual rate of .07 of 1% of the value of the Fund's average daily net assets, pursuant to an undertaking in effect (see "Expenses" below). CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT _ Wells Fargo Institutional Trust Company, N.A., 45 Fremont Street, San Francisco, California 94105 ("WFITC"), is the custodian of the Fund's investments. WFITC is owned by WFNIA and Wells Fargo & Company. The Shareholder Services Group, Inc., a subsidiary of First Data Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). DISTRIBUTOR _ The Fund's distributor is Premier Mutual Fund Services, Inc. (the "Distributor"), located at One Exchange Place, Boston, Massachusetts 02109. The Distributor is a wholly-owned subsidiary of Institutional Administration Services, Inc., a provider of mutual fund administration services, the parent company of which is Boston Institutional Group, Inc. EXPENSES _ All expenses incurred in the operation of the Fund are borne by the Fund, except to the extent specifically assumed by WFNIA and/or Dreyfus. The expenses borne by the Fund include the following: organizational costs, taxes, interest, brokerage fees and commissions, if any, fees of Directors who are not officers, directors, employees or holders, directly or indirectly, of 5% or more of the outstanding voting securities of WFNIA or Dreyfus or their affiliates, Securities and Exchange Commission fees, state Blue Sky qualification fees, index management and administration fees, charges of custodians, transfer and dividend disbursing Page 6 agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining corporate existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of shareholders' reports and corporate meetings, costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders, and any extraordinary expenses. WFNIA and Dreyfus have undertaken that, until such time as they give shareholders at least 180 days' notice to the contrary, if in any fiscal year the aggregate expenses of the Fund (excluding brokerage commissions, transaction fees and extraordinary expenses) exceed .40 of 1% of the value of the Fund's average net assets for the fiscal year, the Fund may deduct from the payments to be made to WFNIA and Dreyfus, or WFNIA and Dreyfus will bear, such excess expense. In addition, from time to time, WFNIA and/or Dreyfus or one of their affiliates may waive receipt of their fees and/or voluntarily assume certain expenses of the Fund which would have the effect of lowering the overall expense ratio of the Fund and increasing yield to investors at the time such amounts are waived or assumed, as the case may be. The Fund will not pay WFNIA and/or Dreyfus or their affiliates at a later time for any amounts which may be waived, nor will the Fund reimburse WFNIA and/or Dreyfus or their affiliates for any amounts which may be assumed. Dreyfus may pay the Distributor for shareholder services from Dreyfus' own assets, including past profits but not including the administration fee paid by the Fund. The Distributor may use part or all of such payments to pay securities dealers or others in respect of these services. HOW TO BUY FUND SHARES Separate accounts of the Participating Insurance Companies place orders based on, among other things, the amount of premium payments to be invested pursuant to VA contracts and VLI policies. Individuals may not place orders directly with the Fund. See the prospectus of the separate account of the applicable Participating Insurance Company for more information on the purchase of Fund shares. If an order is received by the Fund or its 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 business day, Fund shares will be purchased at the net asset value determined as of such close of trading on the day the order is received. 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. Fund shares are sold on a continuous basis. Net asset value per share is determined as of the close of trading on the floor of the New York Stock Exchange on each day the New York Stock Exchange is open for business. For purposes of determining net asset value, futures contracts will be valued 15 minutes after the close of trading on the floor of the New York Stock Exchange. Net asset value per share is computed by dividing the value of the Fund's net assets (i.e., the value of its assets less liabilities) by the total number of shares outstanding. The Fund's investments are valued based on market value, or where market quotations are not readily available, based on fair value as determined in good faith by the Board of Directors. For further information regarding the methods employed in valuing Fund investments, see "Determination of Net Asset Value" in the Fund's Statement of Additional Information. HOW TO REDEEM FUND SHARES Fund shares may be redeemed at any time by the separate accounts of the Participating Insurance Companies. Individuals may not place redemption orders directly with the Fund. When the Fund or its agent receives a request in proper form by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m., New York time), the Fund will redeem the shares at the net asset value determined as of the close of such trading on the day the request is received. To maximize the Fund's ability to track the Index, shareholders are urged to transmit redemption requests so that they may be received by the Fund or its agent prior to 12:00 noon, New York time, on the day upon which shareholders want their redemption requests to be effective. The value of the shares redeemed may be more or less than their original cost, depending on the Fund's then-current net asset value. No charges are imposed by the Fund when shares are redeemed. Page 7 The Fund ordinarily will make payment for all shares redeemed within seven days after receipt by the Transfer Agent of a redemption request in proper form, except as provided by the rules of the Securities and Exchange Commission. Should any conflict between VA contract holders and VLI policy holders arise which would require that a substantial amount of net assets be withdrawn, orderly portfolio management could be disrupted to the potential detriment of such contract and policy holders. SHAREHOLDER SERVICES PLAN The Fund has adopted a Shareholder Services Plan pursuant to which the Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, an amount not to exceed an annual rate of .25 of 1% of the value of the Fund's average daily net assets for certain allocated expenses with respect to servicing and/or maintaining shareholder accounts. DIVIDENDS, DISTRIBUTIONS AND TAXES The Fund ordinarily declares and pays dividends from net investment income quarterly, and automatically reinvests them in additional Fund shares at net asset value or, at the shareholder's option, pays them in cash. The Fund makes distributions from net realized securities gains, if any, once a year, but may make distributions on a more frequent basis to comply with the distribution requirements of the Code, in all events in a manner consistent with the provisions of the Investment Company Act of 1940. The Fund will not make distributions from net realized securities gains unless capital loss carryovers, if any, have been utilized or have expired. If all shares in an account are redeemed at any time, all dividends to which the shareholder is entitled will be paid along with the proceeds of the redemption. All expenses are accrued daily and deducted before declaration of dividends to investors. Notice as to the tax status of dividends and distributions will be mailed to shareholders annually. Dividends derived from net investment income, together with distributions of net realized short-term securities gains and all or a portion of any gains realized from the sale or other disposition of certain market discount bonds, paid by the Fund will be taxable as ordinary income whether received in cash or reinvested in additional Fund shares. Distributions from net realized long-term securities gains of the Fund will be taxable to U.S. shareholders as long-term capital gains for Federal income tax purposes, regardless of how long shareholders have held their Fund shares and whether such distributions are received in cash or reinvested in additional Fund shares. The Code provides that the net capital gain of an individual generally will not be subject to Federal income tax at a rate in excess of 28%. Since the Fund's shareholders are the Participating Insurance Companies and their separate accounts, no discussion is included herein as to the Federal income tax consequences to VA contract holders and VLI policy holders. Participating Insurance Companies should consult their own tax advisers as to the taxability of dividends and distributions paid to them. Section 817(h) of the Code requires that the investments of a segregated asset account of an insurance company be "adequately diversified'' as provided therein or in accordance with U.S. Treasury Regulations, in order for the account to serve as the basis for VA contracts or VLI policies. Section 817(h) and the U.S. Treasury Regulations issued thereunder provide the manner in which a segregated asset account will treat investments in a regulated investment company for purposes of the diversification requirements. If the Fund satisfies certain conditions, a segregated asset account owning shares of the Fund will be treated as owning multiple investments consisting of the account's proportionate share of each of the assets of the Fund. The Fund intends to satisfy these conditions so that the shares of the Fund owned by a segregated asset account of a Participating Insurance Company will be treated as multiple investments. Further, the Fund intends to satisfy the diversification standards prescribed under Section 817(h) for segregated accounts. Management of the Fund believes that the Fund has qualified for the fiscal year ended December 31, 1994 as a "regulated investment company" under the Code. The Fund intends to continue to so qualify if such qualification is in the best interest of its shareholders. Qualification as a regulated investment company relieves the Fund of any liability for Federal income taxes to the extent its earnings are distributed in accordance with Page 8 applicable provisions of the Code. In addition, the Fund is subject to a non-deductible 4% excise tax, measured with respect to certain undistributed amounts of taxable investment income and capital gains. Participating Insurance Companies should consult their tax advisers regarding specific questions as to Federal, state or local taxes. PERFORMANCE INFORMATION For the purpose of advertising, performance is calculated on the basis of average annual total return. Advertisements also may include performance calculated on the basis of total return. Average annual total return is calculated pursuant to a standardized formula which assumes that an investment in the Fund was purchased with an initial payment of $1,000 and that the investment was redeemed at the end of a stated period of time, after giving effect to the reinvestment of dividends and distributions during the period. The return is expressed as a percentage rate which, if applied on a compounded annual basis, would result in the redeemable value of the investment at the end of the period. Advertisements of the Fund's performance will include the Fund's average annual total return for one, five and ten year periods, or for shorter time periods depending upon the length of time during which the Fund has operated. Total return is computed on a per share basis and assumes the reinvestment of dividends and distributions. Total return generally is expressed as a percentage rate which is calculated by combining the income and principal changes for a specified period and dividing by the net asset value per share at the beginning of the period. Advertisements may include the percentage rate of total return or may include the value of a hypothetical investment at the end of the period which assumes the application of the percentage rate of total return. Performance will vary from time to time and past results are not necessarily representative of future results. Performance information, such as that described above, may not provide a basis for comparison with other investments or other investment companies using a different method of calculating performance. The Fund's average annual total return and total return should not be compared with other funds that offer their shares directly to the public since the figures provided do not reflect charges of Participating Insurance Companies. In addition, the Fund's total return should be distinguished from the rate of return of a separate account or investment division of a separate account of a Participating Insurance Company, which rate will reflect the deduction of additional charges, including mortality and expense risk charges, and therefore will be lower. VA contract holders and VLI policy holders should consult the prospectus for such contract or policy. Comparative performance information may be used from time to time in advertising or marketing the Fund's shares, including data from Standard & Poor's 500 Composite Stock Price Index, Standard & Poor's MidCap 400 Index, Lipper Analytical Services, Inc., the Dow Jones Industrial Average, Money Magazine, Morningstar, Inc. and other industry publications. The Fund may cite in its advertisements or in reports or other communications to shareholders, historical performance of unmanaged indices as reported in Ibbotson, Roger G. and Rex A. Sinquefield, Stocks, Bonds, Bills and Inflation (SBBI), 1982, updated annually in the SBBI Yearbook, Ibbotson Associates, Chicago. In its advertisements, the Fund also may cite the aggregate amount of assets committed to index investing by pension funds and/or other institutional investors, which currently exceeds $300 billion, and may refer to or discuss then current or past economic or financial conditions, developments or events. GENERAL INFORMATION The Fund was incorporated under Maryland law on January 24, 1989, and commenced operations on September 29, 1989. On May 1, 1994, the Fund, which is incorporated under the name Dreyfus Life and Annuity Index Fund, Inc., began operating under the name Dreyfus Stock Index Fund. The Fund is authorized to issue 200 million shares of Common Stock, par value $.001 per share. Each share has one vote. In accordance with current law, the Fund anticipates that a Participating Insurance Company issuing a VA contract or VLI policy that participates in the Fund will request voting instructions from contract and policy holders and will vote shares in proportion to the voting instructions received. For further information on voting rights, see the applicable prospectus of the Participating Insurance Company. Unless otherwise required by the Investment Company Act of 1940, ordinarily it will not be necessary for the Fund to hold annual meetings of shareholders. As a result, Fund shareholders may not consider each year the election of Directors or the appointment of auditors. However, pursuant to the Fund's By-Laws, the holders of at least 10% of the shares outstanding and entitled to vote may require the Fund to hold a special meeting of shareholders for purposes of removing a Director from office and the holders of at least 25% of such shares may require the Fund to hold a special meeting of shareholders for any other purpose. Fund shareholders may remove a Director by the affirmative vote of a majority of the Fund's outstanding voting shares. In addition, the Board of Directors will call a meeting of shareholders for the purpose of electing Directors if, at any time, less than a majority of the Directors then holding office have been elected by shareholders. The Transfer Agent maintains a record of shareholder ownership and sends confirmations and statements of account. Owners of policies and contracts issued by a Participating Insurance Company for which shares of the Fund are an investment vehicle will receive from the Participating Insurance Company unaudited semi-annual financial statements and audited year-end financial statements certified by the Fund's independent public accountants. Each report will show the investments owned by the Fund and the market values thereof as determined by the Directors and will provide other information about the Fund and its operations. Shareholder inquiries may be made by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11566-0144, or by calling (516) 338-3300. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's Corporation ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's only relationship to the Fund is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Fund. S&P has no obligation to take the needs of the Fund or the owners of the Fund into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the calculation of the Fund's net asset value, nor is S&P a distributor of the Fund. S&P has no obligation or liability in connection with the administration, marketing or trading of the Fund. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Page 10 DREYFUS Stock Index Fund (LION LOGO) Prospectus Copy Rights 1995, Dreyfus Service Corporation SSVp8050195 DREYFUS STOCK INDEX FUND PART B (STATEMENT OF ADDITIONAL INFORMATION) MAY 1, 1995 This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the current Prospectus of Dreyfus Stock Index Fund (the "Fund"), dated May 1, 1995, as it may be revised from time to time. To obtain a copy of the Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call (516) 338-3300. Wells Fargo Nikko Investment Advisors ("WFNIA") serves as the Fund's index fund manager. The Dreyfus Corporation ("Dreyfus") serves as the Fund's administrator. Premier Mutual Fund Services, Inc. (the "Distributor") serves as the distributor of the Fund's shares. TABLE OF CONTENTS Page Investment Objective and Management Policies. . . . . . . . B-2 Management of the Fund. . . . . . . . . . . . . . . . . . . B-5 Index Management and Administration Agreements. . . . . . . B-8 Shareholder Services Plan . . . . . . . . . . . . . . . . . B-11 Purchase of Fund Shares . . . . . . . . . . . . . . . . . . B-11 Redemption of Fund Shares . . . . . . . . . . . . . . . . . B-11 Determination of Net Asset Value. . . . . . . . . . . . . . B-12 Dividends, Distributions and Taxes. . . . . . . . . . . . . B-12 Portfolio Transactions. . . . . . . . . . . . . . . . . . . B-14 Performance Information . . . . . . . . . . . . . . . . . . B-15 Information About the Fund. . . . . . . . . . . . . . . . . B-15 Custodian, Transfer and Dividend Disbursing Agent, Counsel and Independent Accountants . . . . . . . . . B-16 Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . B-17 Financial Statements. . . . . . . . . . . . . . . . . . . . B-18 Report of Independent Accountants . . . . . . . . . . . . . B-31 INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "Description of the Fund." Other Portfolio Securities Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities include U.S. Treasury securities, which differ in their interest rates, maturities and times of issuance. Some obligations issued or guaranteed by U.S. Government agencies and instrumentalities, for example, Government National Mortgage Association pass-through certificates, are supported by the full faith and credit of the U.S. Treasury; others, such as those of the Federal Home Loan Banks, by the right of the issuer to borrow from the Treasury; others, such as those issued by the Federal National Mortgage Association, by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others, such as those issued by the Student Loan Marketing Association, only by the credit of the agency or instrumentality. These securities bear fixed, floating or variable rates of interest. Principal and interest may fluctuate based on generally recognized reference rates or the relationship of rates. While the U.S. Government provides financial support to such U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, since it is not so obligated by law. The Fund will invest in such securities only when it is satisfied that the credit risk with respect to the issuer is minimal. Repurchase agreements involve the acquisition by the Fund of an underlying debt instrument, subject to an obligation of the seller to repurchase, and the Fund to resell, the instrument at a fixed price, usually not more than one week after its purchase. The Fund's custodian or sub- custodian will have custody of, and will hold in a segregated account, securities acquired by the Fund under a repurchase agreement. Repurchase agreements are considered by the staff of the Securities and Exchange Commission to be loans by the Fund. In an attempt to reduce the risk of incurring a loss on a repurchase agreement, the Fund will enter into repurchase agreements only with domestic banks with total assets in excess of one billion dollars or primary government securities dealers reporting to the Federal Reserve Bank of New York, with respect to securities of the type in which the Fund may invest, and will require that additional securities be deposited with it if the value of the securities purchased should decrease below resale price. WFNIA will monitor on an ongoing basis the value of the collateral to assure that it always equals or exceeds the repurchase price. Certain costs may be incurred by the Fund in connection with the sale of the securities if the seller does not repurchase them in accordance with the repurchase agreement. In addition, if bankruptcy proceedings are commenced with respect to the seller of the securities, realization on the securities by the Fund may be delayed or limited. The Fund will consider on an ongoing basis the creditworthiness of the institutions with which it enters into repurchase agreements. Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time (in no event longer than seven days) at a stated interest rate. Time deposits which may be held by the Fund will not benefit from insurance from the Bank Insurance Fund or the Savings Association Insurance Fund administered by the Federal Deposit Insurance Corporation. Certificates of deposit are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for a specified period of time. Bankers' acceptances are credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the full amount of the instrument upon maturity. Other short-term bank obligations may include uninsured, direct obligations bearing fixed, floating or variable interest rates. Commercial paper consists of short-term, unsecured promissory notes issued to finance short-term credit needs. The commercial paper purchased by the Fund will consist only of direct obligations which, at the time of their purchase, are (a) rated not lower than Prime-1 by Moody's Investors Service, Inc. or A-1 by Standard & Poor's Corporation, (b) issued by companies having an outstanding unsecured debt issue currently rated at least Aa3 by Moody's Investors Service, Inc. or AA- by Standard & Poor's Corporation, or (c) if unrated, determined by WFNIA to be of comparable quality to those rated obligations which may be purchased by the Fund. Management Policies Lending Portfolio Securities. To a limited extent, the Fund may lend its portfolio securities to brokers, dealers and other financial institutions, provided it receives cash collateral which at all times is maintained in an amount equal to at least 100% of the current market value of the securities loaned. For purposes of this policy, the Fund considers collateral consisting of U.S. Government securities or irrevocable letters of credit issued by banks whose securities meet the standards for investment by the Fund to be the equivalent of cash. By lending its portfolio securities, the Fund can increase its income through the investment of the cash collateral. Such loans may not exceed 30% of the value of the Fund's total assets. From time to time, the Fund may return to the borrower or a third party which is unaffiliated with the Fund, and which is acting as a "placing broker," a part of the interest earned from the investment of collateral received for securities loaned. The Securities and Exchange Commission currently requires that the following conditions must be met whenever portfolio securities are loaned: (1) the Fund must receive at least 100% cash collateral from the borrower; (2) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (3) the Fund must be able to terminate the loan at any time; (4) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions payable on the loaned securities, and any increase in market value; (5) the Fund may pay only reasonable custodian fees in connection with the loan; and (6) while voting rights on the loaned securities may pass to the borrower, the Fund's Directors must terminate the loan and regain the right to vote the securities if a material event adversely affecting the investment occurs. These conditions may be subject to future modification. Investment Restrictions The Fund has adopted the following investment restrictions as fundamental policies. These restrictions cannot be changed without approval of the holders of a majority (as defined in the Investment Company Act of 1940 (the "Act")) of the Fund's outstanding voting shares. The Fund may not: 1. Purchase securities of any company having less than three years' continuous operations (including operations of any predecessors) if such purchase would cause the value of the Fund's investments in all such companies to exceed 5% of the value of its total assets. 2. Purchase securities of closed-end investment companies except (a) in the open market where no commission other than the ordinary broker's commission is paid, which purchases are limited to a maximum of (i) 3% of the total outstanding voting stock of any one closed-end investment company, (ii) 5% of the Fund's net assets with respect to the securities issued by any one closed-end investment company and (iii) 10% of the Fund's net assets in the aggregate, or (b) those received as part of a merger or consolidation. The Fund may not purchase the securities of open-end investment companies other than itself. 3. Invest in commodities, except that the Fund may invest in futures contracts as described in the Prospectus and Statement of Additional Information. 4. Purchase, hold or deal in real estate, or oil and gas interests, but the Fund may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate. 5. Borrow money or pledge, mortgage or hypothecate its assets, except as described in the Fund's Prospectus and the Statement of Additional Information and in connection with entering into futures contracts. 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 Fund's Directors. 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. The Fund will not enter into time deposits maturing in more than seven days and time deposits maturing from two business through seven calendar days will not exceed 10% of the Fund's total assets. 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 Index also is so concentrated, provided that, when the Fund has adopted a temporary defensive posture, there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. In addition to the investment restrictions adopted as fundamental policies set forth above, the Fund operates with certain non-fundamental policies which may be changed by vote of a majority of the Directors at any time. The Fund may not: (i) engage in arbitrage transactions, (ii) purchase warrants (other than those acquired by the Fund in units or attached to securities), (iii) sell securities short, but reserves the right to sell securities short against the box, and (iv) invest more than 10% of its total assets in the securities of any single issuer or invest in more than 10% of the voting securities of any single issuer. In addition, the Fund intends to: (i) comply with the diversification requirements under Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) comply in all material respects with relevant insurance laws and regulations applicable to investments of separate accounts of Participating Insurance Companies. If a percentage restriction is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Fund may make commitments more restrictive than the restrictions listed above so as to permit the sale of Fund shares in certain states. Should the Fund determine that a commitment is no longer in the best interests of the Fund and its shareholders, the Fund reserves the right to revoke the commitment by terminating the sale of Fund shares in the state involved. MANAGEMENT OF THE FUND Directors and officers of the Fund, together with information as to their principal business occupations during at least the last five years, are shown below. Each Director who is deemed to be an "interested person" of the Fund, as defined in the Act, is indicated by an asterisk. Directors of the Fund *JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of the Board of various funds in the Dreyfus Family of Funds. For more than five years prior thereto, he was President, a director and, until August 1994, Chief Operating Officer of Dreyfus and Executive Vice President and a director of Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus and, until August 1994, the Fund's distributor. From August 1994 to December 31, 1994, he was a director of Mellon Bank Corporation. Mr. DiMartino is a director and former Treasurer of The Muscular Dystrophy Association; a trustee of Bucknell University; and a director of the Noel Group, Inc. Mr. DiMartino is also a Board member of 91 other funds in the Dreyfus Family of Funds. He is 51 years old and his address is 200 Park Avenue, New York, New York 10166. *DAVID P. FELDMAN, Director. Corporate Vice President-Investment Management of AT&T. He is also a trustee of Corporate Property Investors, a real estate investment company. Mr. Feldman is also a Board member of 27 other funds in the Dreyfus Family of Funds. He is 55 years old and his address is One Oak Way, Berkeley Heights, New Jersey 07922. JACK R. MEYER, Director. President and Chief Executive Officer of Harvard Management Company, an investment management company, since September 1990. For more than five years prior thereto, he was Treasurer and Chief Investment Officer of The Rockefeller Foundation. Mr. Meyer is also a Board member of four other funds in the Dreyfus Family of Funds. He is 49 years old and his address is 600 Atlantic Avenue, Boston, Massachusetts 02210. JOHN SZARKOWSKI, Director. Director Emeritus of the Department of Photography at The Museum of Modern Art. Consultant in photography. Mr. Szarkowski is also a Board member of four other funds in the Dreyfus Family of Funds. He is 69 years old and his address is Bristol Road Box 221, East Chatham, New York 12060. ANNE WEXLER, Director. Chairman of the Wexler Group, consultants specializing in government relations and public affairs. She is also a Director of Alumax, The Continental Corporation, Comcast Corporation, The New England Electric System and the NOVA Corporation, and a member of the Board of the Carter Center of Emory University, the Council of Foreign Relations, the National Park Foundation, the Visiting Committee of the John F. Kennedy School of Government at Harvard University and the Board of Visitors of the University of Maryland School of Public Affairs. Ms. Wexler is also a Board member of 16 other funds in the Dreyfus Family of Funds. She is 65 years old and her address is 1317 F Street, N.W., Washington, D.C. 20004. For so long as the Fund's plan described in the section captioned "Shareholder Services Plan" remains in effect, the Directors of the Fund who are not "interested persons" of the Fund, as defined in the Act, will be selected and nominated by the Directors who are not "interested persons" of the Fund. The Fund typically pays its Directors 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. For the fiscal year ended December 31, 1994, the aggregate amount of compensation paid to each Director by the Fund and all other funds in the Dreyfus Family of Funds for which such person is a Board member were as follows: (5) (3) Total Compensation from (2) Pension or (4) Compensation From (1) Aggregate Retirement Benefits Estimated Annual Fund and Fund Name of Board Compensation from Accrued as Part of Benefits Upon Complex Paid to Member Fund* Fund's Expenses Retirement Board Members - ------------- ----------------- ------------------- --------------- ------------------- Joseph S. DiMartino** $5,625 None None $445,000 David P. Feldman $4,500 None None $ 85,631 Jack R. Meyer $4,500 None None $ 21,875 John Szarkowski $4,500 None None $ 21,875 Anne Wexler $5,000 None None $ 26,329 * Amount does not include reimbursed expenses for attending Board meetings, which amounted to $548 for all Directors as a group. ** Estimated amounts for the current fiscal year ending December 31, 1995.
Officers of the Fund MARIE E. CONNOLLY, President and Treasurer. President and Chief Operating Officer and a Director of the Distributor and an officer of other investment companies advised or administered by Dreyfus. From December 1991 to July 1994, she was President and Chief Compliance Officer of Funds Distributor, Inc., a wholly-owned subsidiary of The Boston Company, Inc. Prior to December 1991, she served as Vice President and Controller, and later as Senior Vice President, of The Boston Company Advisors, Inc. She is 37 years old. JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President - General Counsel of the Distributor and an officer of other investment companies advised or administered by Dreyfus. From February 1992 to July 1994, he served as Counsel for The Boston Company Advisors, Inc. From August 1990 to February 1992, he was employed as an Associate at Ropes & Gray, and prior to August 1990, he was employed as an Associate at Sidley & Austin. He is 30 years old. ERIC B. FISCHMAN, Vice President and Assistant Secretary. Associate General Counsel of the Distributor and an officer of other investment companies advised or administered by Dreyfus. From September 1992 to August 1994, he was an attorney with the Board of Governors of the Federal Reserve System. He is 30 years old. FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior Vice President of the Distributor and an officer of other investment companies advised or administered by Dreyfus. From 1988 to August 1994, he was manager of the High Performance Fabric Division of Springs Industries Inc. He is 33 years old. JOSEPH F. TOWER, III, Assistant Treasurer. Senior Vice President, Treasurer and Chief Financial Officer of the Distributor and an officer of other investment companies advised or administered by Dreyfus. From July 1988 to August 1994, he was employed by The Boston Company, Inc. where he held various management positions in the Corporate Finance and Treasury areas. He is 32 years old. JOHN J. PYBURN, Assistant Treasurer. Vice President of the Distributor and an officer of other investment companies advised or administered by Dreyfus. From 1984 to July 1994, he was Assistant Vice President in the Mutual Fund Accounting Department of Dreyfus. He is 59 years old. PAUL FURCINITO, Assistant Secretary. Assistant Vice President of the Distributor and an officer of other investment companies advised or administered by Dreyfus. From January 1992 to July 1994, he was a Senior Legal Product Manager, and, from January 1990 to January 1992, he was a mutual fund accountant, for The Boston Company Advisors, Inc. He is 28 years old. RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President of the Distributor and an officer of other investment companies advised or administered by Dreyfus. From March 1992 to July 1994, she was a Compliance Officer for The Managers Funds, a registered investment company. From March 1990 until September 1991, she was Development Director of The Rockland Center for the Arts and, prior thereto, was employed as a Research Assistant for the Bureau of National Affairs. She is 50 years old. The address of each officer of the Fund is 200 Park Avenue, New York, New York 10166. Directors and officers of the Fund, as a group, owned less than 1% of the Fund's shares of Common Stock outstanding on February 8, 1995. The following persons are known by the Fund to own of record 5% or more of the Fund's outstanding voting securities on February 8, 1995: Travelers Fund U, One Tower Square, 12 NB-Roger Ferland, Hartford, Connecticut 06183-- 33.5%; UNUM Life Insurance Company UNUM TSA Annuity, 2211 Congress Street, Portland, Maine 04122--25.4%; Nationwide Variable Account II, P.O. Box 182029, Columbus, Ohio 43218--21.4%; and Transamerica Occidental Life Insurance Company Separate Account VA-2L, 1150 South Olive Street, Los Angeles, California 90015--5.7%. A shareholder that owns, directly or indirectly, 25% or more of the Fund's voting securities may be deemed to be a "control person" (as defined in the Act) of the Fund. INDEX MANAGEMENT AND ADMINISTRATION AGREEMENTS The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "Management of the Fund." Index Management Agreement. WFNIA provides management services pursuant to the Index Management Agreement (the "Management Agreement") dated April 4, 1990, with the Fund, which is subject to annual approval by (i) the Fund's Board of Directors or (ii) vote of a majority (as defined in the Act) of the outstanding voting securities of the Fund, provided that in either event the continuance also is approved by a majority of the Directors who are not "interested persons" (as defined in the Act) of the Fund by vote cast in person at a meeting called for the purpose of voting on such approval. The Management Agreement was approved by shareholders on August 8, 1991 and was last approved by the Fund's Board of Directors, including a majority of the Directors who are not "interested persons" of any party to the Management Agreement, at a meeting held on May 4, 1994. The Management Agreement is terminable without penalty, on 60 days' notice, by the Fund's Board of Directors or by vote of the holders of a majority of the Fund's shares, or, upon not less than 90 days' notice, by WFNIA. The Management Agreement will terminate automatically in the event of its assignment (as defined in the Act). The Fund has agreed that neither WFNIA nor Dreyfus will be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which WFNIA's or Dreyfus' respective agreement with the Fund relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of WFNIA or Dreyfus, as the case may be, in the performance of its obligations or from reckless disregard by it of its obligations and duties under its respective agreement with the Fund. As compensation for WFNIA's services, the Fund has agreed to pay WFNIA a monthly index management fee at the annual rate of .15 of 1% of the value of the Fund's average daily net assets. All fees and expenses are accrued daily and deducted before declaration of dividends to investors. For the fiscal year ended August 31, 1992 and for the period from September 1, 1992 (commencement of new fiscal year period) through December 31, 1992, and for the fiscal years ended December 31, 1993 and 1994, the index management fees payable amounted to $100,173, $37,565, $69,306 and $116,361, respectively, which amounts were reduced by $42,790, $11,307, $62,783 and $63,576, respectively, pursuant to undertakings. Such reductions resulted in net fees being paid to WFNIA of $57,383 and $26,258 in the respective fiscal 1992 periods, $6,523 in fiscal 1993 and $52,785 in fiscal 1994. See "Management of the Fund--Expenses" in the Fund's Prospectus. The Fund paid Wells Fargo Institutional Trust Company, N.A., the Fund's custodian, which is owned by WFNIA and Wells Fargo & Company, for custodial services provided to the Fund during the fiscal year ended December 31, 1994, $22,284. Administration Agreement. Pursuant to the Administration Agreement (the "Administration Agreement") dated August 24, 1994 with the Fund, Dreyfus, together with WFNIA, furnishes the Fund clerical help and accounting, data processing, bookkeeping, internal auditing and legal services and certain other services required by the Fund, prepares reports to the Fund's shareholders, tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities, and generally assists in all aspects of the Fund's operations, other than providing investment advice. Dreyfus bears all expenses in connection with the performance of its services and pays the salaries of all officers and employees who are employed by both it and its affiliates and the Fund. The Administration Agreement is subject to annual approval by (i) the Fund's Board of Directors or (ii) vote of a majority (as defined in the Act) of the Fund's outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Directors who are not "interested persons" (as defined in the Act) of the Fund, by vote cast in person at a meeting called for the purpose of voting on such approval. The Administration Agreement was approved by the Fund's Board of Directors, including a majority of the Directors who are not "interested persons" of any party to the Administration Agreement, at a meeting held on June 1, 1994. The Administration Agreement is terminable without penalty, on 60 days' notice, by the Fund's Board of Directors or by vote of the holders of a majority of the Fund's shares, or, upon not less than 90 days' notice, by Dreyfus. The Administration Agreement will terminate automatically in the event of its assignment (as defined in the Act). As compensation for Dreyfus' services, the Fund has agreed to pay Dreyfus a monthly administration fee at the annual rate of .15 of 1% of the value of the Fund's average daily net assets. For the fiscal year ended August 31, 1992 and for the period from September 1, 1992 (commencement of new fiscal year period) through December 31, 1992, and for the fiscal years ended December 31, 1993 and 1994, the administration fees payable to Dreyfus amounted to $100,173, $37,565, $69,306 and $116,361, respectively, which amounts were reduced by $42,790, $11,307, $62,783 and $63,577, respectively, pursuant to undertakings. Such reductions resulted in net fees being paid to Dreyfus of $57,383 and $26,258 in the respective fiscal 1992 periods, $6,523 in fiscal 1993 and $52,784 in fiscal 1994. See "Management of the Fund--Expenses" in the Fund's Prospectus. The following persons are officers and/or directors of Dreyfus: Howard Stein, Chairman of the Board and Chief Executive Officer; W. Keith Smith, Vice Chairman of the Board; Robert E. Riley, President, Chief Operating Officer and a director; Lawrence S. Kash, Vice Chairman--Distribution and a director; Philip L. Toia, Vice Chairman--Operations and Administration; Paul H. Snyder, Vice President--Finance and Chief Financial Officer; Daniel C. Maclean III, General Counsel and Vice President; Elie M. Genadry, Vice President--Institutional Sales; Henry D. Gottmann, Vice President--Retail Sales and Service; Jeffrey N. Nachman, Vice President--Fund Administration; Barbara E. Casey, Vice President--Retirement Services; Diane M. Coffey, Vice President--Corporate Communications; Mark N. Jacobs, Vice President--Legal and Secretary; Katherine C. Wickham, Vice President--Human Resources; Maurice Bendrihem--Controller; and Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene, Julian M. Smerling and David B. Truman, directors. Expenses and Expense Information. All expenses incurred in the operation of the Fund are borne by the Fund, except to the extent specifically assumed by WFNIA and/or Dreyfus. The expenses borne by the Fund include the following: organizational costs, taxes, interest, brokerage fees and commissions, if any, fees of Directors who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of WFNIA or Dreyfus or their affiliates, Securities and Exchange Commission fees, state Blue Sky qualification fees, index management and administration fees, charges of custodians, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of maintaining corporate existence, costs of independent pricing services, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of shareholders' reports and corporate meetings, costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders, and any extraordinary expenses. WFNIA and Dreyfus have agreed that if in any fiscal year the aggregate expenses of the Fund (including fees pursuant to the Management Agreement and the Administration Agreement, but excluding taxes, brokerage, interest on borrowings and, with the prior written consent of the necessary state securities commissions, extraordinary expenses) exceed the expense limitation of any state having jurisdiction over the Fund, the Fund may deduct from the fees to be paid to each of WFNIA and Dreyfus an equal share of such excess expense, to the extent required by state law. Such deduction, if any, will be estimated daily and reconciled and effected on a monthly basis. The aggregate of the fees payable to WFNIA and Dreyfus is not subject to reduction as the value of the Fund's net assets increase. SHAREHOLDER SERVICES PLAN The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "Shareholder Services Plan." The Fund has adopted a Shareholder Services Plan (the "Plan") pursuant to which the Fund reimburses Dreyfus Service Corporation for certain allocated expenses with respect to servicing and/or maintaining shareholder accounts. A quarterly report of the amounts expended under the Plan, and the purposes for which such expenditures were incurred, must be made to the Directors for their review. In addition, the Plan provides that material amendments of the Plan must be approved by the Board of Directors, and by the Directors who are not "interested persons" (as defined in the Act) of the Fund and have no direct or indirect financial interest in the operation of the Plan, by vote cast in person at a meeting called for the purpose of considering such amendments. The Plan is subject to annual approval by such vote of the Directors cast in person at a meeting called for the purpose of voting on the Plan. The Plan is terminable at any time by vote of a majority of the Directors who are not "interested persons" (as defined in the Act) of the Fund and have no direct or indirect financial interest in the operation of the Plan. For the fiscal year ended December 31, 1994, $2,179 was charged to the Fund under the Plan. PURCHASE OF FUND SHARES The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "How to Buy Fund Shares." The Distributor. The Distributor serves as the Fund's distributor pursuant to an agreement which is renewable annually. The Distributor also acts as distributor for the other funds in the Dreyfus Family of Funds and for certain other investment companies. REDEMPTION OF FUND SHARES The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "How to Redeem Fund Shares." Redemption Commitment. The Fund has committed to pay in cash all redemption requests by any shareholder of record, limited in amount during any 90-day period to the lesser of $250,000 or 1% of the value of the Fund's net assets at the beginning of such period. Such commitment is irrevocable without the prior approval of the Securities and Exchange Commission. In the case of requests for redemption in excess of such amount, the Board of Directors reserves the right to make payments in whole or part in securities or other assets of the Fund in case of an emergency or any time a cash distribution would impair the liquidity of the Fund to the detriment of the existing shareholders. In such event, the securities would be valued in the same manner as the Fund's portfolio is valued. If the recipient sold such securities, brokerage charges would be incurred. Suspension of Redemptions. The right of redemption may be suspended or the date of payment postponed (a) during any period when the New York Stock Exchange is closed (other than customary weekend and holiday closings), (b) when trading in the markets the Fund ordinarily utilizes is restricted, or when an emergency exists as determined by the Securities and Exchange Commission so that disposal of the Fund's investments or determination of its net asset value is not reasonably practicable or (c) for such other periods as the Securities and Exchange Commission by order may permit to protect the Fund's shareholders. DETERMINATION OF NET ASSET VALUE The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "How to Buy Fund Shares." Valuation of Portfolio Securities. The Fund's portfolio securities are valued at the last sale price on the securities exchange or national securities market on which such securities are primarily traded. Securities not listed on an exchange or national securities market, or securities in which there were no transactions, are valued at the average of the most recent bid and asked prices. Bid price is used when no asked price is available. Any securities or other assets for which recent market quotations are not readily available are valued at fair value as determined in good faith by the Board of Directors. Expenses and fees, including the index management and administration fees (reduced by the expense limitation, if any), are accrued daily and taken into account for the purpose of determining the net asset value of Fund shares. New York Stock Exchange Closings. The holidays (as observed) on which the New York Stock Exchange is closed currently are: New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. DIVIDENDS, DISTRIBUTIONS AND TAXES The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "Dividends, Distributions and Taxes." Taxation of the Fund. Management of the Fund believes that the Fund qualified for the fiscal year ended December 31, 1994 as a "regulated investment company" under the Code. The Fund intends to continue to so qualify so long as such qualification is in the best interests of its shareholders. Qualification as a regulated investment company relieves the Fund from any liability for Federal income taxes to the extent its earnings are distributed in accordance with the applicable provisions of the Code. Among the requirements for such qualification is that less than 30% of the Fund's gross income must be derived from the gain on the sale or other disposition of securities held for less than three months. Accordingly, the Fund may be restricted in the selling of securities held for less than three months, and in the utilization of certain of the investment techniques described in the Prospectus under "Description of the Fund." The Code, however, allows the Fund to net certain offsetting positions, making it easier for the Fund to satisfy the 30% test. The term "regulated investment company" does not imply the supervision of management or investment practices or policies by any government agency. If, however, the Fund does not qualify as a "regulated investment company," it would be subject to the general rules governing the Federal income taxation of corporations under the Code. As such, the Fund's taxable income could be subject to a maximum tax rate of 35% thereby reducing the amount of cash available for distribution to shareholders. Moreover, distributions to shareholders would not be deductible in computing the Fund's taxable income. Shareholders in receipt of distributions from the Fund would be required to treat such amounts as ordinary dividend income to the extent attributable to each such shareholder's share of the Fund's current and accumulated earnings and profits. Amounts received in excess of the Fund's current and accumulated earnings and profits would constitute a return of capital to the extent of the shareholder's basis in Fund shares. Any excess received over basis would constitute capital gain. Certain corporate shareholders would be entitled to a dividends received deduction under Section 243 of the Code to the extent amounts distributed from the Fund constituted ordinary dividend income. Section 817(h) of the Code requires that the investments of a segregated asset account of an insurance company be "adequately diversified" as provided therein or in accordance with U.S. Treasury Regulations in order for the account to serve as the basis for VA contracts or VLI policies. The Fund intends to comply with the applicable requirements so that the Fund's investments are "adequately diversified" for this purpose. Upon satisfaction of these requirements, shares of the Fund owned by a segregated asset account of a Participating Insurance Company will be treated as multiple investments. If, however, the Fund were not to satisfy these conditions, a segregated asset account of a Participating Insurance Company owning shares of the Fund would be required to treat such shares as a single investment asset (and, accordingly, would not be able to treat its proportionate interest in the Fund's assets as being directly owned) for purposes of determining whether the segregated asset account is "adequately diversified" within the meaning of Section 817(h) of the Code. This, in turn, would make it more difficult for any such segregated asset account to satisfy the diversification standards of the Code. If a segregated asset account is not adequately diversified, it may not serve as the basis for VA contracts or VLI policies. Ordinarily, gains and losses realized from portfolio transactions will be treated as capital gain or loss. However, all or a portion of any gains realized from the sale or other disposition of certain market discount bonds will be treated as ordinary income under Section 1276 of the Code. In addition, all or a portion of the gain realized from engaging in "conversion transactions" may be treated as ordinary income under Section 1258. "Conversion transactions" are defined to include certain forward, futures, option and "straddle" transactions, transactions marketed or sold to produce capital gains, or transactions described in Treasury regulations to be issued in the future. Under Section 1256 of the Code, gain or loss realized by the Fund from certain financial futures transactions will be treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss. Gain or loss will arise upon the exercise or lapse of such futures as well as from closing transactions. In addition, any such futures remaining unexercised at the end of the Fund's taxable year will be treated as sold for their then fair market value, resulting in additional gain or loss to the Fund characterized in the manner described above. Offsetting positions held by the Fund involving futures may constitute "straddles." Straddles are defined to include "offsetting positions" in actively traded personal property. The tax treatment of straddles is governed by Sections 1092 and 1258 of the Code, which, in certain circumstances, overrides or modifies the provisions of Section 1256. As such, all or a portion of any short-or long-term capital gain from certain "straddle" and/or conversion transactions may be recharacterized to ordinary income. If a Fund were treated as entering into straddles by reason of its futures transactions, such straddles could be characterized as "mixed straddles" if the futures transactions comprising such straddles were governed by Section 1256 of the Code. The Fund may make one or more elections with respect to "mixed straddles." Depending upon which election is made, if any, the results to the Fund may differ. If no election is made, to the extent the straddle rules apply to positions established by the Fund, losses realized by the Fund will be deferred to the extent of unrealized gain in any offsetting positions. Moreover, as a result of the straddle and the conversion transaction rules, short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gain may be recharacterized as short-term capital gain or ordinary income. Shareholder Taxation. Since the shareholders of the Fund are the separate accounts of Participating Insurance Companies, no discussion is included herein as to the Federal income tax consequences at the level of the holders of the VA contracts or VLI policies. For information concerning the Federal income tax consequences to such holders, see the prospectuses for such VA contracts or VLI policies. PORTFOLIO TRANSACTIONS WFNIA assumes general supervision over placing orders on behalf of the Fund for the purchase or sale of portfolio securities. Allocation of brokerage transactions, including their frequency, is made in the best judgment of WFNIA and in a manner deemed fair and reasonable to shareholders. The primary consideration is prompt execution of orders at the most favorable net price. Brokers also are selected because of their ability to handle special executions such as are involved in large block trades or broad distributions, provided the primary consideration is met. Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses. The overall reasonableness of brokerage commissions paid is evaluated by WFNIA based upon its knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services. For its portfolio securities transactions for the fiscal year ended August 31, 1992, for the period September 1, 1992 (commencement of new fiscal year period) through December 31, 1992, and for the fiscal years ended December 31, 1993 and 1994, the Fund paid total brokerage commissions of $20,224, $15,740, $66,766 and $36,780, respectively, none of which was paid to the Distributor. No spreads or concessions were paid by the Fund for the fiscal years. PERFORMANCE INFORMATION The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "Performance Information." The Fund's average annual total return for the 1, 5 and 5.258 year periods ended December 31, 1994 was 0.88%, 8.16% and 8.19%, respectively. Average annual total return is calculated by determining the ending redeemable value of an investment purchased with a hypothetical $1,000 payment made at the beginning of the period (assuming the reinvestment of dividends and distributions), dividing by the amount of the initial investment, taking the "n"th root of the quotient (where "n" is the number of years in the period) and subtracting 1 from the result. The Fund's total return for the period September 29, 1989 (commencement of operations) through December 31, 1994 was 51.25%. 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. INFORMATION ABOUT THE FUND The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "General Information." Each Fund share has one vote and, when issued and paid for in accordance with the terms of the offering, is fully paid and non-assessable. Fund shares are of one class and have equal rights as to dividends and in liquidation. Shares have no preemptive, subscription or conversion rights and are freely transferable. The Fund sends annual and semi-annual financial statements to all its shareholders. Effective May 1, 1994, the Fund, which is incorporated under the name Dreyfus Life and Annuity Index Fund, Inc., began operating under the name Dreyfus Stock Index Fund. CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL AND INDEPENDENT ACCOUNTANTS Wells Fargo Institutional Trust Company, N.A. (the "Custodian"), 45 Fremont Street, San Francisco, California 94105, acts as custodian of the Fund's investments. The Custodian is owned by WFNIA and Wells Fargo & Company. The Shareholder Services Group, Inc., a subsidiary of First Data Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, acts as transfer and dividend disbursing agent. Neither the Custodian nor The Shareholder Services Group, Inc. has any part in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund. Stroock & Stroock & Lavan, 7 Hanover Square, New York, New York 10004-2696, as counsel for the Fund, has rendered its opinion as to certain legal matters regarding the due authorization and valid issuance of the shares of Common Stock being sold pursuant to the Fund's Prospectus. Coopers & Lybrand L.L.P., 1301 Avenue of the Americas, New York, New York 10019, independent accountants, have been selected as auditors of the Fund. APPENDIX Description of Standard & Poor's Corporation ("S&P") A-1 Commercial Paper Rating: The designation A-1 by S&P indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Those issues determined to possess overwhelming safety characteristics are denoted with a plus sign (+) designation. Description of Moody's Investors Service, Inc. ("Moody's") Prime-1 Commercial Paper Rating: The rating Prime-1 (P-1) is the highest commercial paper rating assigned by Moody's. Issuers of P-1 paper must have a superior capacity for repayment of short-term promissory obligations, and ordinarily will be evidenced by leading market positions in well established industries, high rates of return on funds employed, conservative capitalization structures with moderate reliance on debt and ample asset protection, broad margins in earnings coverage of fixed financial charges and high internal cash generation, and well established access to a range of financial markets and assured sources of alternate liquidity.
DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 STATEMENT OF INVESTMENTS DECEMBER 31, 1994 SHARES COMMON STOCKS-90.6% VALUE ---------- ------------ CAPITAL GOODS-15.7% 2,760 AMP..................... $ 200,790 2,475(a) Advanced Micro Devices 61,566 1,431 Alco Standard........... 89,795 7,425 Allied-Signal........... 252,450 3,045(a) Amdahl................ 33,495 690(a) Andrew................ 36,052 3,105 Apple Computer.......... 121,095 1,220 Autodesk................ 48,342 2,210 Black & Decker.......... 52,487 8,926 Boeing.................. 417,290 770 Briggs & Stratton....... 25,217 5,155 Browning-Ferris Industries 146,273 5,300 Caterpillar............. 292,162 1,170(a) Ceridian 31,444 860 Cincinnati Milacron..... 20,317 445(a) Clark Equipment 24,141 9,499 Columbia/HCA Healthcare. 346,713 6,786(a) Compaq Computer 268,047 4,240 Computer Associates International 205,640 1,330(a) Computer Sciences 67,830 3,015 Cooper Industries....... 102,887 5,956 Corning................. 177,935 690(a) Cray Research 10,867 2,975(a) DSC Communications 106,728 930(a) Data General 9,300 2,248 Deere & Co.............. 148,930 3,740(a) Digital Equipment 124,355 1,490 Dover................... 76,921 1,425 EG & G.................. 20,128 870 E-Systems............... 36,214 2,188 Eastman Chemical........ 110,494 1,990 Eaton................... 98,505 5,875 Emerson Electric........ 367,187 2,150 Fluor................... 92,719 1,638 General Dynamics........ 71,253 44,797 General Electric........ 2,284,647 1,239 General Signal.......... 39,493 900 Giddings & Lewis........ 13,275 1,330 Grainger (W.W.)......... 76,807 1,226 Harnischfeger Industries 34,481 1,045 Harris.................. 44,412 6,649 Hewlett-Packard......... 664,069 3,390 Honeywell .............. 106,785 2,960 Illinois Tool Works..... 129,500 2,770 Ingersoll-Rand.......... 87,255 SHARES COMMON STOCKS (CONTINUED) VALUE ---------- ------------ CAPITAL GOODS (CONTINUED) 10,874 Intel................... $ 694,577 1,150(a) Intergraph 9,344 15,372 International Business Machines 1,129,842 1,655 Lockheed ............... 120,194 2,224 Loral................... 84,234 1,270(a) Lotus Development 52,070 665(a) M/A-Com 4,821 2,484 Martin Marietta......... 110,228 1,040 McDonnell Douglas....... 147,680 2,671 Micron Technology....... 117,858 15,204(a) Microsoft 929,345 820 Morrison Knudsen........ 10,455 15,306 Motorola................ 885,835 3,205(a) National Semiconductor 62,498 1,921(a) Navistar International 29,055 6,600 Northern Telecom........ 220,275 1,295 Northrop ............... 54,390 9,647(a) Novell 165,205 7,517(a) Oracle Systems 331,688 3,005 Pall.................... 56,344 1,285 Parker-Hannifin......... 58,468 1,168 Perkin-Elmer............ 29,930 2,610 Pet..................... 51,548 4,090 Pitney Bowes............ 129,858 1,140 Raychem................. 40,613 3,465 Raytheon................ 221,327 5,721 Rockwell International . 204,526 3,375(a) Santa Fe Pacific Gold 43,453 1,960 Scientific-Atlanta...... 41,160 2,500(a) Sun Microsystems 88,750 2,960(a) Tandem Computers 50,690 820 Tektronix .............. 28,085 2,443 Texas Instruments....... 182,920 500 Thomas & Betts.......... 33,563 785 Timken.................. 27,671 1,961 Tyco Laboratories....... 93,148 4,430(a) Unisys 38,209 1,164(a) Varity 42,195 12,668 WMX Technologies........ 332,535 1,376 Western Atlas........... 51,772 9,254 Westinghouse Electric... 113,362 2,773 Xerox................... 274,527 310 Zurn Industries......... 5,580 ------------ 15,176,121 ------------ DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994 SHARES COMMON STOCKS (CONTINUED) VALUE ---------- ------------ CONSUMER BASIC-15.0% 2,118(a) ALZA $ 38,124 21,125 Abbott Laboratories..... 689,203 6,635 Albertson's............. 192,415 1,645 Allergan................ 46,471 5,256 American Brands......... 197,100 8,008 American Home Products.. 502,502 3,490(a) Amgen 205,910 13,541 Archer-Daniels-Midland.. 279,283 1,355 Bard (C.R.)............. 36,585 1,561 Bausch & Lomb........... 52,879 7,415 Baxter International.... 209,474 1,875 Becton Dickinson & Co... 90,000 2,245(a) Beverly Enterprises 32,272 2,985(a) Biomet 41,790 13,401 Bristol-Myers Squibb.... 775,583 1,995 Bruno's................. 16,708 3,855 CPC International....... 205,279 6,535 Campbell Soup........... 288,357 1,410 Clorox.................. 83,014 3,823 Colgate-Palmolive....... 242,283 1,095 Community Psychiatric Centers 12,045 6,495 ConAgra................. 202,969 950 Fleming Cos............. 22,087 4,127 General Mills........... 235,239 1,545 Giant Food.............. 33,604 970 Great Atlantic & Pacific Tea 17,581 6,515 Heinz (H.J.)............ 239,426 2,255 Hershey Foods........... 109,086 16,850 Johnson & Johnson....... 922,537 5,829 Kellogg................. 338,811 3,035(a) Kroger 73,219 7,672 Lilly (Eli) & Co........ 503,475 1,630 Manor Care.............. 44,621 3,040 Medtronic .............. 169,100 32,953 Merck & Co.............. 1,256,333 720 Millipore............... 34,830 4,315(a) National Medical Enterprises 60,949 8,218 Pfizer.................. 634,840 22,438 Philip Morris Cos....... 1,290,185 2,312 Pioneer Hi Bred International 79,764 1,660 Premark International... 74,285 17,938 Procter & Gamble........ 1,112,156 3,518 Quaker Oats............. 108,178 2,597 Ralston-Purina Group.... 115,891 1,345(a) Ryan's Family Steak House 10,087 SHARES COMMON STOCKS (CONTINUED) VALUE ---------- ------------ CONSUMER BASIC (CONTINUED) 1,240 St. Jude Medical........ $ 49,290 12,619 Sara Lee ............... 318,630 5,018 Schering-Plough......... 371,332 580 Shared Medical Systems . 18,995 1,865 Supervalu............... 45,693 4,790 Sysco................... 123,343 5,305 UST..................... 147,214 4,217 Unilever, N.V........... 491,281 4,531 United Healthcare....... 204,461 4,206 U.S. HealthCare......... 173,498 1,470 U.S. Surgical........... 27,930 4,535 Upjohn.................. 139,451 3,500 Warner-Lambert.......... 269,500 1,925 Winn-Dixie Stores....... 98,897 3,058 Wrigley (Wm.) Jr........ 150,989 ------------ 14,557,034 ------------ CONSUMER DISCRETIONARY-13.8% 730 Alberto-Culver, Cl. B Convertible 19,892 3,713 American Stores......... 99,787 6,810 Anheuser-Busch Cos...... 346,459 1,860 Avon Products........... 111,135 1,200(a) Bally Entertainment 7,350 383 Bassett Furniture Industries 10,915 1,788 Brown-Forman............ 54,534 450 Brown Group............. 14,400 2,455 Brunswick............... 46,338 2,615 Charming Shoppes........ 17,324 9,277 Chrysler ............... 454,573 33,703 Coca-Cola............... 1,735,704 2,160 Cooper Tire & Rubber.... 51,030 965 Coors (Adolph).......... 16,164 1,105 Cummins Engine.......... 50,001 2,588 Dana.................... 60,494 1,855 Dayton-Hudson........... 131,241 1,325 Delta Air Lines......... 66,912 2,965 Dillard Department Stores, Cl. A 79,314 14,015 Disney (Walt)........... 646,442 8,885 Eastman Kodak........... 424,259 1,540 Echlin.................. 46,200 26,770 Ford Motor ............. 749,560 3,795 Gap..................... 115,747 19,722 General Motors.......... 833,254 3,250 Genuine Parts........... 117,000 5,810 Gillette................ 434,297 700 Goodrich (B.F.)......... 30,362 DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994 SHARES COMMON STOCKS (CONTINUED) VALUE ---------- ------------ CONSUMER DISCRETIONARY (CONTINUED) 3,978 Goodyear Tire & Rubber.. $ 133,760 840 Handleman............... 9,555 2,035 Harcourt General........ 71,734 805(a) Hartmarx 4,729 2,270 Hasbro.................. 66,397 1,274 Hilton Hotels........... 85,836 2,920 International Flavors & Fragrances 135,050 1,150 Jostens................. 21,419 11,867 K mart.................. 154,271 975(a) King World Productions 33,638 9,330 Limited................. 169,106 2,040 Liz Claiborne........... 34,425 546 Longs Drug Stores....... 17,336 4,150 Lowe's Cos.............. 144,213 635 Luby's Cafeterias....... 14,208 3,238 Marriott International.. 91,069 4,668 Mattel.................. 117,284 6,505 May Department Stores... 219,544 2,760 Maytag.................. 41,400 18,299 McDonald's.............. 535,246 2,772 Melville ............... 85,586 940 Mercantile Stores....... 37,130 1,920 NIKE, Cl. B............. 143,280 2,131 Nordstrom .............. 89,502 365 Oshkosh B'Gosh.......... 5,110 495 Outboard Marine......... 9,714 1,030 PACCAR.................. 45,578 6,159 Penney (J.C.)........... 274,845 1,600 Pep Boys-Manny, Moe & Jack 49,600 20,776 PepsiCo................. 753,130 1,220 Polaroid ............... 39,650 5,692(a) Price/Costco 73,285 2,654(a) Promus Cos. 82,274 2,130 Reebok International.... 84,135 2,208 Rite Aid................ 51,612 4,225 Rubbermaid.............. 121,469 1,025 Russell................. 32,159 300 SPX..................... 4,988 1,485 Safety-Kleen............ 21,904 9,740 Seagram................. 287,330 1,040(a) Shoney's 13,260 3,722 Southwest Airlines...... 62,344 450 Springs Industries...... 16,650 1,250 Stride Rite............. 13,906 SHARES COMMON STOCKS (CONTINUED) VALUE ---------- ------------ CONSUMER DISCRETIONARY (CONTINUED) 1,890 TJX Cos................. $ 29,531 730 TRINOVA................. 21,444 1,665 Tandy................... 83,458 7,480(a) Toys R Us 228,140 1,538(a) USAir Group 6,729 1,680 V.F..................... 81,690 60,164 Wal-Mart Stores......... 1,278,485 3,225 Walgreen................ 141,094 2,620 Wendy's International... 37,663 1,945 Whirlpool............... 97,736 3,420 Woolworth (F.W.)........ 51,300 1,150(a) Zenith Electronics 13,369 ------------ 13,339,988 ------------ ENERGY & RELATED-9.0% 2,453 Amerada Hess............ 111,918 13,038 Amoco................... 770,872 1,582 Ashland Oil............. 54,579 4,210 Atlantic Richfield...... 428,367 3,670 Baker Hughes............ 66,977 3,380 Burlington Resources.... 118,300 17,060 Chevron................. 761,302 2,705 Coastal................. 69,654 4,790 Dresser Industries...... 90,411 32,534 Exxon................... 1,976,440 915 Foster Wheeler.......... 27,221 2,986 Halliburton............. 98,911 625 Helmerich & Payne....... 16,016 1,351 Kerr-McGee.............. 62,146 885 Louisiana Land & Exploration 32,192 1,415 McDermott International. 35,021 10,405 Mobil................... 876,621 8,170 Occidental Petroleum.... 157,272 2,590 Oryx Energy............. 30,756 1,205 Pennzoil................ 53,171 6,830 Phillips Petroleum...... 223,683 2,135(a) Rowan Cos. 13,077 14,041 Royal Dutch Petroleum... 1,509,408 2,318(a) Santa Fe Energy Resources 18,544 6,375 Schlumberger............ 321,141 2,795 Sun..................... 80,356 6,780 Texaco.................. 405,953 7,495 USX-Marathon Group...... 122,731 6,375 Unocal.................. 173,719 ------------ 8,706,759 ------------ DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994 SHARES COMMON STOCKS (CONTINUED) VALUE ---------- ------------ FINANCE-8.9% 2,960 Aetna Life & Casualty... $ 139,490 3,045 Ahmanson (H.F.) & Co.... 49,101 1,105 Alexander & Alexander Services 20,442 13,305 American Express........ 392,497 5,455 American General........ 154,104 8,277 American International Group 811,146 10,650 Banc One ............... 270,244 2,800 Bank of Boston.......... 72,450 9,708 BankAmerica............. 383,466 2,070 Bankers Trust New York.. 114,626 2,525 Barnett Banks........... 96,897 1,376 Beneficial.............. 53,664 2,750 Boatmen's Bancshares.... 74,594 1,885 CIGNA................... 119,933 4,844 Chase Manhattan......... 166,512 6,416 Chemical Banking........ 230,174 2,275 Chubb................... 176,028 10,306 Citicorp................ 426,411 1,430 Continental............. 27,170 3,749 CoreStates Financial.... 97,474 4,725 Federal Home Loan Mortgage 238,612 2,409 First Chicago........... 115,030 2,135 First Fidelity Bancorp.. 95,808 1,991 First Interstate Bancorp 134,641 4,595 First Union............. 190,118 3,525 Fleet Financial Group... 114,562 2,130 General Re.............. 263,587 1,620 Golden West Financial... 57,105 3,465 Great Western Financial. 55,440 2,510 Household International 93,184 1,300 Jefferson-Pilot......... 67,438 6,380 KeyCorp................. 159,500 2,505 Lincoln National........ 87,675 3,873 Mellon Bank............. 118,611 5,076 Merrill Lynch & Co...... 181,467 4,954 Morgan (J.P.) & Co...... 277,424 4,210 NBD Bancorp............. 115,249 3,897 National City........... 100,835 8,066 Norwest................. 188,543 6,105 PNC Financial........... 128,968 2,560 Providian............... 79,040 1,645 SAFECO.................. 85,540 2,185 St. Paul Cos............ 97,779 9,207 Sears, Roebuck & Co..... 423,522 3,130 Shawmut National........ 51,254 SHARES COMMON STOCKS (CONTINUED) VALUE ---------- ------------ FINANCE (CONTINUED) 3,110 SunTrust Banks.......... $ 148,503 1,897 Torchmark............... 66,158 1,831 Transamerica............ 91,092 8,448 Travelers .............. 274,560 1,960 UNUM.................... 73,990 2,365 USF & G................. 32,223 585 USLIFE.................. 20,402 2,575 U.S. Bancorp............ 58,259 4,499 Wachovia ............... 145,093 1,362 Wells Fargo & Co........ 197,490 ------------ 8,505,125 ------------ GENERAL BUSINESS-6.7% 12,942(a) Airtouch Communications 376,936 1,930 American Greetings...... 52,110 3,675 Automatic Data Processing 214,987 2,790 Block (H & R)........... 103,579 1,615 CBS..................... 89,431 4,055 Capital Cities/ABC...... 345,689 2,530 Circuit City Stores..... 56,292 6,832(a) Cisco Systems 239,974 6,199 Comcast, Cl. A.......... 97,247 4,467 Dean Witter, Discover & Co. 151,320 2,140 Deluxe.................. 56,710 2,385 Dial.................... 50,681 4,015 Donnelley (R.R.) & Sons. 118,442 2,625 Dow Jones & Co.......... 81,375 4,450 Dun & Bradstreet........ 244,750 1,460(a) Federal Express 87,965 2,888 First Data.............. 136,819 3,720 Gannett ................ 198,090 780 Harland (John H.)....... 15,600 2,786 ITT..................... 246,909 2,000 Interpublic Group of Cos. 64,250 1,415 Knight-Ridder........... 71,457 3,870 MBNA.................... 90,461 1,909 Marsh & McLennan Cos.... 151,288 1,307 McGraw-Hill............. 87,406 360 Meredith ............... 16,785 11,016 Minnesota Mining & Manufacturing 587,979 3,845 Morton International.... 109,582 750(a) National Education 3,094 1,305 National Service Industries 33,441 7,258 NationsBank............. 327,517 2,760 New York Times, Cl. A... 61,065 DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994 SHARES COMMON STOCKS (CONTINUED) VALUE ---------- ------------ GENERAL BUSINESS (CONTINUED) 1,540(a) Rollins Environmental Services $ 7,508 2,770 Salomon................. 103,875 2,260 Service Corporation International 62,715 1,695 TRW..................... 111,870 15,053(a) Tele-Communications, Cl. A 327,403 1,435 Teledyne................ 28,879 2,310 Textron................. 116,366 9,940 Time Warner............. 349,143 3,348 Times Mirror............ 105,044 1,755 Tribune................. 96,086 3,290 United Technologies..... 206,859 9,349(a) Viacom, Cl. B (non-voting) 379,803 2,740 Whitman................. 47,265 ------------ 6,512,047 ------------ MANUFACTURING-PROCESSING--6.2% 1,110 ASARCO.................. 31,635 2,960 Air Products & Chemicals 132,090 5,880 Alcan Aluminium......... 149,205 2,360 Aluminum Co. Of America. 204,435 9,123 American Barrick Resources 202,987 2,640(a) Armco 17,490 1,470 Avery Dennison.......... 52,185 755 Ball.................... 23,782 1,340 Bemis................... 32,160 2,849(a) Bethlehem Steel 51,282 2,320(a) Crown Cork & Seal 87,580 2,400 Cyprus Amax Minerals.... 62,700 7,254 Dow Chemical............ 487,831 17,860 DuPont (E.I.) de Nemours 1,004,625 525 Eastern Enterprises..... 13,781 2,885 Echo Bay Mines.......... 30,653 1,645 Ecolab.................. 34,545 2,497 Engelhard............... 55,558 970(a) FMC 56,017 1,120 Federal Paper Board..... 32,480 505 First Mississippi....... 12,625 2,440 Grace (W.R.) & Co....... 94,245 1,820 Great Lakes Chemical.... 103,740 1,065 Hercules................ 122,874 3,585 Homestake Mining........ 61,393 3,055 Inco.................... 87,449 1,165(a) Inland Steel Industries 40,921 3,268 International Paper..... 246,325 2,115 James River............. 42,829 4,187 Kimberly-Clark.......... 211,444 SHARES COMMON STOCKS (CONTINUED) VALUE ---------- ------------ MANUFACTURING-PROCESSING (CONTINUED) 1,990 Mallinckrodt Group...... $ 59,451 3,435(a) Maxus Energy 11,593 1,560 Mead.................... 75,855 3,080 Monsanto................ 217,140 2,570 Moore................... 48,509 235 NACCO Industries........ 11,368 1,800 Nalco Chemical.......... 60,300 2,272 Newmont Mining.......... 81,792 2,310 Nucor................... 128,205 1,150 Ogden................... 21,563 5,590 PPG Industries.......... 207,529 1,850 Phelps Dodge............ 114,469 1,055 Pittston................ 27,958 6,235 Placer Dome............. 135,611 3,583 Praxair................. 73,452 1,630 Reynolds Metals......... 79,870 1,770 Rohm & Haas............. 101,111 1,985 Scott Paper............. 137,213 1,315 Sigma Aldrich........... 43,395 2,320(a) Stone Container 40,020 1,455 Temple-Inland........... 65,657 1,969 USX-U.S. Steel.......... 69,900 1,835 Union Camp.............. 86,474 3,945 Union Carbide........... 115,884 1,750 Westvaco ............... 68,688 2,493 Williams Cos............ 62,637 2,332 Worthington Industries.. 46,640 ------------ 5,979,150 ------------ SHELTER--2.3% 990 Armstrong World Industries 38,115 970 Boise Cascade........... 25,947 805 Centex.................. 18,314 2,415 Champion International . 88,147 805 Crane................... 21,634 7,180 Federal National Mortgage Association 523,242 1,205 Fleetwood Enterprises... 22,594 2,387 Georgia-Pacific......... 170,670 11,821 Home Depot.............. 543,766 1,090 Johnson Controls........ 53,410 820 Kaufman & Broad Home.... 10,558 2,920 Louisiana-Pacific....... 79,570 4,210 Masco................... 95,251 4,095 Newell.................. 85,995 1,145(a) Owens Corning Fiberglas 36,640 DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1994 SHARES COMMON STOCKS (CONTINUED) VALUE ---------- ------------ SHELTER (CONTINUED) 750 Potlatch................ $ 27,938 690 Pulte................... 15,870 2,220 Sherwin-Williams........ 73,538 285 Skyline................. 5,486 1,090 Snap-on Tools........... 36,243 1,180 Stanley Works........... 42,185 5,405 Weyerhaeuser............ 202,688 ------------ 2,217,801 ------------ TRANSPORTATION--1.2% 1,965(a) AMR 104,636 2,320 Burlington Northern..... 111,650 2,750 CSX..................... 191,469 2,045 Conrail................. 103,272 955(a) Consolidated Freightways 21,368 3,560 Norfolk Southern........ 215,825 1,045 Roadway Services........ 59,304 2,015 Ryder System............ 44,330 4,824(a) Santa Fe Pacific 84,420 5,350 Union Pacific........... 244,094 700 Yellow.................. 16,713 ------------ 1,197,081 ------------ UTILITIES--11.8% 4,906 ALLTEL.................. 147,793 40,945 AT&T.................... 2,057,486 4,818 American Electric Power. 158,392 14,425 Ameritech............... 582,409 3,842 Baltimore Gas & Electric 85,004 11,455 Bell Atlantic........... 569,886 12,990 BellSouth............... 703,084 4,180 Carolina Power & Light.. 111,292 4,950 Central & South West.... 111,994 3,828 Cinergy................. 89,479 1,325(a) Columbia Gas System 31,137 6,145 Consolidated Edison Co. of New York 158,234 2,410 Consolidated Natural Gas 85,555 3,835 Detroit Edison.......... 100,189 4,495 Dominion Resources...... 160,696 5,350 Duke Power ............. 203,969 1,725 ENSERCH................. 22,641 6,645 Enron................... 202,672 5,938 Entergy................. 129,894 4,970 FPL Group............... 174,571 25,205 GTE..................... 765,602 3,410 Houston Industries...... 121,481 17,741 MCI Communications...... 325,991 1,390 NICOR................... 31,623 11,066 NYNEX................... 406,676 3,735 Niagara Mohawk Power.... 53,224 SHARES COMMON STOCKS (CONTINUED) VALUE ---------- ------------ UTILITIES (CONTINUED) 3,115 Noram Energy............ $ 16,743 1,745 Northern States Power... 76,780 680 ONEOK................... 12,240 3,960 Ohio Edison............. 73,260 5,803 PECO Energy............. 142,174 2,116 Pacific Enterprises..... 44,965 11,315 Pacific Gas & Electric.. 275,803 11,105 Pacific Telesis Group... 316,493 7,410 PacifiCorp.............. 134,306 3,785 Panhandle Eastern....... 74,754 920 Peoples Energy.......... 24,035 6,390 Public Service Enterprise Group 169,335 11,710 SCEcorp................. 171,259 2,260 Sonat................... 63,280 17,145 Southern................ 342,900 15,700 Southwestern Bell....... 633,888 9,115 Sprint.................. 251,802 4,472 Tenneco................. 190,060 5,885 Texas Utilities......... 188,320 1,035 Transco Energy.......... 17,207 5,605 Unicom.................. 134,520 2,685 Union Electric.......... 94,982 11,967 US West................. 426,324 ------------ 11,466,404 ------------ TOTAL COMMON STOCKS (cost $84,544,224) $87,657,510 ============ PRINCIPAL SHORT-TERM AMOUNT INVESTMENTS--9.3% VALUE ---------- ------------ U. S. TREASURY BILLS: $1,559,000(b) 4.86%, 1/5/95........... $ 1,542,432 1,250,000(b) 5.00%, 1/26/95 1,234,253 563,000(b) 5.09%, 2/9/95 555,378 1,591,000(b) 5.21%, 2/16/95 1,569,720 310,000(b) 5.33%, 2/23/95 305,983 1,934,000(b) 5.59%, 3/9/95 1,906,310 521,000(b) 5.67%, 3/16/95 513,749 430,000(b) 5.71%, 3/23/95 423,923 999,000(b) 5.55%, 4/6/95 983,312 ------------ TOTAL SHORT-TERM INVESTMENTS (cost $9,035,060) $ 9,035,060 ============ TOTAL INVESTMENTS (cost $93,579,284).......... 99.9% $96,692,570 ====== ============ CASH AND RECEIVABLES (NET).. .1% $ 113,653 ====== ============ NET ASSETS.................. 100.0% $96,806,223 ====== ============ (a) Non-income producing. (b) Held in a segregated account as collateral for open financial futures positions.
See notes to financial statements.
DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 STATEMENT OF FINANCIAL FUTURES DECEMBER 31, 1994 FINANCIAL FUTURES LONG; - ------------------------------- MARKET VALUE UNREALIZED NUMBER OF COVERED APPRECIATION CONTRACTS BY CONTRACTS EXPIRATION AT 12/31/94 ------------ -------------- ------------- ------------- Standard & Poor's 500........................ 38 $8,765,650 March '95 $100,450 ==========
See notes to financial statements.
DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1994 ASSETS: Investments in securities, at value (cost $93,579,284)--see statement..................................... $96,692,570 Cash.................................................................... 26,080 Dividends and interest receivable....................................... 302,183 Receivable for subscriptions to Common Stock............................ 190,843 ------------- 97,211,676 LIABILITIES: Due to The Dreyfus Corporation.......................................... $ 46,508 Due to Wells Fargo Nikko Investment Advisors............................ 46,508 Payable for Common Stock redeemed ...................................... 153,971 Payable for futures variation margin_Note 3(a).......................... 60,250 Due to Wells Fargo Institutional Trust Company, N.A..................... 16,736 Payable for investment securities purchased............................. 2,173 Accrued expenses........................................................ 79,307 405,453 ---------- ------------- NET ASSETS ................................................................ $96,806,223 ============= REPRESENTED BY: Paid-in capital......................................................... $94,430,237 Accumulated undistributed investment income--net........................ 25,689 Accumulated distributions in excess of net realized gain on investments_Note 1(c) (863,439) Accumulated net unrealized appreciation on investments (including $100,450 net unrealized appreciation on financial futures)_Note 3(b).................................................... 3,213,736 ------------- NET ASSETS at value applicable to 7,480,116 shares outstanding (200 million shares of $.001 par value Common Stock authorized)...................... $96,806,223 ============= NET ASSET VALUE, per share ($96,806,223 / 7,480,116 shares)........................................ $12.94 =======
See notes to financial statements.
DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1994 INVESTMENT INCOME: INCOME: Cash dividends (net of foreign taxes witheld at source of $7,034)..... $2,111,790 Interest.............................................................. 193,576 ------------ TOTAL INCOME.................................................... $2,305,366 EXPENSES: Index management fee--Note 2(a)....................................... $ 116,361 Administration fee_Note 2(a).......................................... 116,361 Auditing fees......................................................... 84,907 Prospectus and shareholders' reports.................................. 27,984 Custodian fees_Note 2(c).............................................. 22,284 Shareholder servicing costs_Note 2(b)................................. 18,359 Directors' fees and expenses_Note 2(d)................................ 16,432 Legal fees............................................................ 15,517 Registration fees..................................................... 5,670 Miscellaneous......................................................... 17,245 ------------ 441,120 Less_reduction in index management fee and administration fee due to undertaking_Note 2(a)...................................... 127,153 ------------ TOTAL EXPENSES.................................................. 313,967 ------------ INVESTMENT INCOME--NET.......................................... 1,991,399 ------------ REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS: Net realized gain on investments--Note 3(a)............................. $ 439,443 Net realized (loss) on financial futures_Note 3(a)...................... (239,890) ------------ NET REALIZED GAIN..................................................... 199,553 Net unrealized (depreciation) on investments (including $102,075 net unrealized appreciation on financial futures)......................... (1,356,172) ------------ NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS............... (1,156,619) ------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $ 834,780 ============
See notes to financial statements.
DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 STATEMENT OF CHANGES IN NET ASSETS YEAR ENDED DECEMBER 31, ------------------------------- 1993 1994 ------------- ------------- OPERATIONS: Investment income--net.................................................. $ 1,100,602 $ 1,991,399 Net realized gain on investments........................................ 8,512,323 199,553 Net unrealized (depreciation) on investments for the year............... (5,843,385) (1,356,172) ------------- ------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................. 3,769,540 834,780 ------------- ------------- DIVIDENDS TO SHAREHOLDERS: From investment income--net............................................. (1,029,496) (1,968,656) In excess of investment income_net...................................... (90,054) ___ From net realized gain on investments................................... (11,029,996) ___ In excess of net realized gain on investments........................... (641,803) (429,123) ------------- ------------- TOTAL DIVIDENDS....................................................... (12,791,349) (2,397,779) ------------- ------------- CAPITAL STOCK TRANSACTIONS: Net proceeds from shares sold........................................... 40,165,929 47,033,174 Dividends reinvested.................................................... 14,046,814 2,397,779 Cost of shares redeemed................................................. (53,943,720) (12,380,738) ------------- ------------- INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................ 269,023 37,050,215 ------------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS........................... (8,752,786) 35,487,216 NET ASSETS: Beginning of year....................................................... 70,071,793 61,319,007 ------------- ------------- End of year [including distributions in excess of investment income-net; ($90,054) in 1993 and undistributed investment income_net; $25,689 in 1994]..... $61,319,007 $96,806,223 ============= ============== SHARES SHARES ------------- ------------- CAPITAL SHARE TRANSACTIONS: Shares sold............................................................. 2,578,683 3,593,641 Shares issued for dividends reinvested.................................. 1,010,623 186,922 Shares redeemed......................................................... (3,516,794) (945,685) ------------- ------------- NET INCREASE IN SHARES OUTSTANDING.................................... 72,512 2,834,878 ============= ==============
See notes to financial statements. DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 FINANCIAL HIGHLIGHTS Reference is made to Page 2 of the Fund's Prospectus dated February 28, 1995. DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)--SEE NOTE 1 NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES: The Fund is registered under the Investment Company Act of 1940 ("Act") as a non-diversified open-end management investment company. Wells Fargo Nikko Investment Advisors ("WFNIA") serves as the Fund's index manager. Wells Fargo Investment Advisors ("WFIA"), the predecessor index manager of the Fund, and The Nikko Securities Co., Ltd. and an affiliate ("Nikko") each own 50% of WFNIA. Wells Fargo Institutional Trust Company, N.A. ("WFITC"), an affiliate of WFNIA, is the custodian of the Fund's investments. The Dreyfus Corporation ("Dreyfus") serves as the Fund's administrator. Prior to August 24, 1994, Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, acted as the exclusive distributor of the Fund's shares, which are sold without a sales charge. Effective August 24, 1994, Dreyfus became a direct subsidiary of Mellon Bank, N.A. Effective May 1, 1994, your Fund began operating under the name Dreyfus Stock Index Fund. On August 24, 1994, Premier Mutual Fund Services, Inc. (the "Distributor") was engaged as the Fund's distributor. The Distributor, located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned subsidiary of Institutional Administration Services, Inc., a provider of mutual fund administration services, the parent company of which is Boston Institutional Group, Inc. (A) PORTFOLIO VALUATION: Investments in securities are valued at the last sales price on the securities exchange on which such securities are primarily traded or at the last sales price on the national securities market. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. Bid price is used when no asked price is available. Short-term investments are carried at amortized cost, which approximates value. Investments denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange. (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, amortization of discount on investments, is recognized on the accrual basis. (C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend date. Dividends from investment income-net are declared and paid on a quarterly basis. Dividends from net realized capital gain are normally declared and paid annually, but the Fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. This may result in distributions that are in excess of net realized gains on a fiscal year basis. To the extent that net realized capital gain can be offset by capital loss carryovers, if any, it is the policy of the Fund not to distribute such gain. Dividends in excess of net realized gain for financial statement purposes result from Federal income tax distribution requirements, primarily losses from securities transactions incurred in prior years. During the year ended 1994, the Fund reclassified $100,934 of expenses from undistributed investment income to paid-in capital and net assets were not affected by the change. (D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)-SEE NOTE 1 NOTES TO FINANCIAL STATEMENTS (CONTINUED) the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from substantially all Federal income and excise taxes. NOTE 2--MANAGEMENT FEE, ADMINISTRATION FEE AND OTHER TRANSACTIONS WITH AFFILIATES: (A) Fees paid by the Fund pursuant to the provisions of an Index Management Agreement with WFNIA and an Administration Agreement with Dreyfus are payable monthly. WFNIA and Dreyfus each receive annual fees of .15 of 1% of the average daily value of the Fund's net assets. The agreements further provide that if in any full year the aggregate expenses of the Fund, exclusive of interest, taxes, brokerage and extraordinary expenses, exceed the expense limitation of any state having jurisdiction over the Fund, the Fund may deduct from the fees to be paid to each of WFNIA and Dreyfus, or WFNIA and Dreyfus will each bear 50% of such excess expenses. The most stringent state expense limitation applicable to the Fund presently requires reimbursement of expenses in any full year that such expenses exceed 2 1/2% of the first $30 million, 2% of the next $70 million and 1 1/2% of the excess over $100 million of the average value of the Fund's net assets in accordance with California "blue sky" regulations. However, WFNIA and Dreyfus have currently undertaken from January 1, 1994 until December 31, 1994 and thereafter until such a time as they give shareholders at least 180 days notice to the contrary that if the Fund's aggregate expenses (exclusive of brokerage commissions, transaction fees and extraordinary expenses) exceed an annual rate of .40 of 1% of the average daily value of the Fund's net assets, the Fund may deduct from the payments to be made to WFNIA and Dreyfus, or WFNIA and Dreyfus will bear, such excess expense. Pursuant to undertaking, WFNIA and Dreyfus reduced the index management fee and the administration fee for the year ended December 31, 1994, $63,576 and $63,577, respectively. (B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses Dreyfus Service Corporation an amount not to exceed an annual rate of .25 of 1% of the value of the Fund's average daily net assets for servicing shareholder accounts. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the Fund and providing reports and other information, and services related to the maintenance of shareholder accounts. During year ended December 31, 1994, the Fund was charged an aggregate of $2,179 pursuant to the Shareholder Services Plan. (C) During the year ended December 31, 1994, Wells Fargo Institutional Trust Company, N.A. earned $22,284 for custodian services provided to the Fund. (D) Prior to August 24, 1994, certain officers and directors of the Fund were "affiliated persons," as defined in the Act, of Dreyfus. Each director who is not an "affiliated person" receives an annual fee of $2,500 and an attendance fee of $500 per meeting. NOTE 3--SECURITIES TRANSACTIONS: (A) The aggregate amount of purchases and sales of investment securities, other than short-term securities, for the year ended December 31, 1994 amounted to $32,879,576 and $2,068,451, respectively. DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)-SEE NOTE 1 NOTES TO FINANCIAL STATEMENTS (CONTINUED) The Fund is engaged in trading financial futures contracts. The Fund is exposed to market risk as a result of changes in the value of the underlying financial instruments (see Statement of Financial Futures). Investments in financial futures require the Fund to "mark to market" on a daily basis, which reflects the change in the market value of the contract at the close of each day's trading. Accordingly, variation margin payments are made or received to reflect daily unrealized gains or losses. When the contracts are closed, the Fund recognizes a realized gain or loss. These investments require initial margin deposits with a custodian, which consist of cash or cash equivalents, up to approximately 10% of the contract amount. The amount of these deposits is determined by the exchange or Board of Trade on which the contract is traded and is subject to change. (B) At December 31, 1994, accumulated net unrealized appreciation on investments was $3,213,736, consisting of $7,122,194 gross unrealized appreciation and $3,908,458 gross unrealized depreciation. At December 31, 1994, the costs of investments for Federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments). DREYFUS STOCK INDEX FUND (INCORPORATED AS DREYFUS LIFE AND ANNUITY INDEX FUND, INC.)-SEE NOTE 1 REPORT OF INDEPENDENT ACCOUNTANTS TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF DREYFUS STOCK INDEX FUND: We have audited the accompanying statement of assets and liabilities of Dreyfus Stock Index Fund, incorporated as Dreyfus Life and Annuity Index Fund, Inc. (the Fund), including the statements of investments and financial futures, as of December 31, 1994, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended, for the period September 1, 1992 to December 31, 1992, the years ended August 31, 1992, and 1991, and for the period from September 28, 1989 (commencement of operations) to August 31, 1990. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 1994, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dreyfus Stock Index Fund as of December 31, 1994, the results of its operations, the changes in its net assets, and the financial highlights for the periods referred to above, in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. New York, New York February 17, 1995 DREYFUS LIFE AND ANNUITY INDEX FUND, INC. PART C. OTHER INFORMATION _________________________ Item 24. Financial Statements and Exhibits. - List _______ _________________________________________ (a) Financial Statements: Included in Part A of the Registration Statement: Condensed Financial Information for the period from September 29, 1989 (commencement of operations) to August 31, 1990 and for the fiscal years ended August 31, 1991 and 1992, and for the four months ended December 31, 1992, and for the fiscal years ended December 31, 1993 and 1994. Included in Part B of the Registration Statement: Statement of Investments-- December 31, 1994. Statement of Financial Futures-- December 31, 1994. Statement of Assets and Liabilities-- December 31, 1994. Statement of Operations--For the fiscal year ended December 31, 1994. Statement of Changes in Net Assets--For the fiscal years ended December 31, 1993 and 1994. Notes to Financial Statements Report of Coopers & Lybrand L.L.P., Independent Accountants, dated February 17, 1995. Schedules No. I through VII and other financial statement information, for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission, are either omitted because they are not required under the related instructions, they are inapplicable, or the required information is presented in the financial statements or notes thereto which are included in Part B of the Registration Statement. Item 24. Financial Statements and Exhibits. - List (continued) _______ _____________________________________________________ (b) Exhibits: (1) Articles of Incorporation is incorporated by reference to Exhibit (1) of Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A, filed on April 20, 1994. (2) By-Laws are incorporated by reference to Exhibit (2) of Post -Effective Amendment No. 6 to the Registration Statement on Form N-1A, filed on April 20, 1994. (5)(a) Index Management Agreement is incorporated by reference to Exhibit (5)(a) of Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A, filed on April 20, 1994. (5)(b) Administration Agreement. (6) Distribution Agreement. (8) The Amended and Restated Custody Agreement is incorporated by reference to Exhibit 8 of Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A, filed on December 28, 1990. (9) Shareholder Services Plan. (10) Opinion and consent of Stroock & Stroock & Lavan dated September 20, 1989 is incorporated by reference to Exhibit (10) of Post -Effective Amendment No. 6 to the Registration Statement on Form N-1A, filed on April 20, 1994. (11) Consent of Coopers & Lybrand L.L.P., Independent Accountants. Other Exhibits ______________ (a) Powers of Attorney. (b) Certificate of Assistant Secretary. Item 25. Persons Controlled by or under Common Control with Registrant. _______ ______________________________________________________________ Not Applicable Item 26. Number of Holders of Securities. _______ ________________________________ (1) (2) Number of Record Title of Class Holders as of February 8, 1995 ______________ ______________________________ Shares of Common Stock par value $.001 per share 14 Item 27. Indemnification _______ _______________ The Statement as to the general effect of any contract, arrangements or statute under which a director, officer, underwriter or affiliated person of the Registrant is indemnified is incorporated by reference to Item 27 of Part C of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A, filed on September 8, 1989. Reference is also made to the Distribution Agreement filed as Exhibit (6). Item 28. Business and Other Connections of Investment Adviser. _______ _____________________________________________________ Please refer to Form ADV of Wells Fargo Nikko Investment Advisors (SEC File No. 801-36479). Item 29. Principal Underwriters ________ ______________________ (a) Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor: 1) Comstock Partners Strategy Fund, Inc. 2) Dreyfus A Bonds Plus, Inc. 3) Dreyfus Appreciation Fund, Inc. 4) Dreyfus Asset Allocation Fund, Inc. 5) Dreyfus Balanced Fund, Inc. 6) Dreyfus BASIC Money Market Fund, Inc. 7) Dreyfus BASIC Municipal Fund, Inc. 8) Dreyfus BASIC U.S. Government Money Market Fund 9) Dreyfus California Intermediate Municipal Bond Fund 10) Dreyfus California Tax Exempt Bond Fund, Inc. 11) Dreyfus California Tax Exempt Money Market Fund 12) Dreyfus Capital Value Fund, Inc. 13) Dreyfus Cash Management 14) Dreyfus Cash Management Plus, Inc. 15) Dreyfus Connecticut Intermediate Municipal Bond Fund 16) Dreyfus Connecticut Municipal Money Market Fund, Inc. 17) The Dreyfus Convertible Securities Fund, Inc. 18) Dreyfus Edison Electric Index Fund, Inc. 19) Dreyfus Florida Intermediate Municipal Bond Fund 20) Dreyfus Florida Municipal Money Market Fund 21) Dreyfus Focus Funds, Inc. 22) The Dreyfus Fund Incorporated 23) Dreyfus Global Bond Fund, Inc. 24) Dreyfus Global Growth, L.P. (A Strategic Fund) 25) Dreyfus Global Investing, Inc. 26) Dreyfus GNMA Fund, Inc. 27) Dreyfus Government Cash Management 28) Dreyfus Growth and Income Fund, Inc. 29) Dreyfus Growth Opportunity Fund, Inc. 30) Dreyfus Institutional 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 Equity Fund, Inc. 35) Dreyfus Investors GNMA Fund 36) The Dreyfus Leverage Fund, Inc. 37) Dreyfus Liquid Assets, Inc. 38) Dreyfus Massachusetts Intermediate Municipal Bond Fund 39) Dreyfus Massachusetts Municipal Money Market Fund 40) Dreyfus Massachusetts Tax Exempt Bond Fund 41) Dreyfus Michigan Municipal Money Market Fund, Inc. 42) Dreyfus Money Market Instruments, Inc. 43) Dreyfus Municipal Bond Fund, Inc. 44) Dreyfus Municipal Cash Management Plus 45) Dreyfus Municipal Money Market Fund, Inc. 46) Dreyfus New Jersey Intermediate Municipal Bond Fund 47) Dreyfus New Jersey Municipal Bond Fund, Inc. 48) Dreyfus New Jersey Municipal Money Market Fund, Inc. 49) Dreyfus New Leaders Fund, Inc. 50) Dreyfus New York Insured Tax Exempt Bond Fund 51) Dreyfus New York Municipal Cash Management 52) Dreyfus New York Tax Exempt Bond Fund, Inc. 53) Dreyfus New York Tax Exempt Intermediate Bond Fund 54) Dreyfus New York Tax Exempt Money Market Fund 55) Dreyfus Ohio Municipal Money Market Fund, Inc. 56) Dreyfus 100% U.S. Treasury Intermediate Term Fund 57) Dreyfus 100% U.S. Treasury Long Term Fund 58) Dreyfus 100% U.S. Treasury Money Market Fund 59) Dreyfus 100% U.S. Treasury Short Term Fund 60) Dreyfus Pennsylvania Intermediate Municipal Bond Fund 61) Dreyfus Pennsylvania Municipal Money Market Fund 62) Dreyfus Short-Intermediate Government Fund 63) Dreyfus Short-Intermediate Municipal Bond Fund 64) Dreyfus Short-Term Income Fund, Inc. 65) The Dreyfus Socially Responsible Growth Fund, Inc. 66) Dreyfus Strategic Growth, L.P. 67) Dreyfus Strategic Income 68) Dreyfus Strategic Investing 69) Dreyfus Tax Exempt Cash Management 70) Dreyfus Treasury Cash Management 71) Dreyfus Treasury Prime Cash Management 72) Dreyfus Variable Investment Fund 73) Dreyfus-Wilshire Target Funds, Inc. 74) Dreyfus Worldwide Dollar Money Market Fund, Inc. 75) First Prairie Cash Management 76) First Prairie Diversified Asset Fund 77) First Prairie Money Market Fund 78) First Prairie Municipal Money Market Fund 79) First Prairie Tax Exempt Bond Fund, Inc. 80) First Prairie U.S. Government Income Fund 81) First Prairie U.S. Treasury Securities Cash Management 82) General California Municipal Bond Fund, Inc. 83) General California Municipal Money Market Fund 84) General Government Securities Money Market Fund, Inc. 85) General Money Market Fund, Inc. 86) General Municipal Bond Fund, Inc. 87) General Municipal Money Market Fund, Inc. 88) General New York Municipal Bond Fund, Inc. 89) General New York Municipal Money Market Fund 90) Pacific American Fund 91) Peoples Index Fund, Inc. 92) Peoples S&P MidCap Index Fund, Inc. 93) Premier Insured Municipal Bond Fund 94) Premier California Municipal Bond Fund 95) Premier GNMA Fund 96) Premier Growth Fund, Inc. 97) Premier Municipal Bond Fund 98) Premier New York Municipal Bond Fund 99) Premier State Municipal Bond Fund (b) Positions and Name and principal Positions and offices with offices with business address the Distributor Registrant __________________ ___________________________ _____________ Marie E. Connolly+ Director, President, Chief President and Operating Officer and Compliance Treasurer Officer Joseph F. Tower, III+ Senior Vice President, Treasurer Assistant and Chief Financial Officer Treasurer John E. Pelletier+ Senior Vice President, General Vice President Counsel, Secretary and Clerk and Secretary Frederick C. Dey++ Senior Vice President Vice President and Assistant Treasurer Eric B. Fischman++ Vice President and Associate Vice President General Counsel and Assistant Secretary Lynn H. Johnson+ Vice President None Ruth D. Leibert++ Assistant Vice President Assistant Secretary Paul D. Furcinito++ Assistant Vice President Assistant Secretary Paul Prescott+ Assistant Vice President None Leslie M. Gaynor+ Assistant Treasurer None Mary Nelson+ Assistant Treasurer None John J. Pyburn++ Assistant Treasurer Assistant Treasurer Jean M. O'Leary+ Assistant Secretary and None Assistant Clerk John W. Gomez+ Director None William J. Nutt+ Director None ________________________________ + Principal business address is One Exchange Place, Boston, Massachusetts 02109. ++ Principal business address is 200 Park Avenue, New York, New York 10166. Item 30. Location of Accounts and Records ________________________________ 1. The Shareholder Services Group, Inc., a subsidiary of First Data Corporation P.O. Box 9671 Providence, Rhode Island 02940-9671 2. The Dreyfus Corporation 200 Park Avenue New York, New York 10166 3. Wells Fargo Institutional Trust Company 45 Fremont Street San Francisco, California 94163 4. Wells Fargo Nikko Investment Advisors 45 Fremont Street San Francisco, California 94163 Item 31. Management Services _______ ___________________ Not Applicable Item 32. Undertakings ________ ____________ (1) To call a meeting of shareholders for the purpose of voting upon the question of removal of a director or directors when requested in writing to do so by the holders of at least 10% of the Registrant's outstanding shares of common stock and in connection with such meeting to comply with the provisions of Section 16(c) of the Investment Company Act of 1940 relating to shareholder communications. (2) To furnish each person to whom a prospectus is delivered with a copy of the Fund's latest Annual Report to Shareholders, upon request and without charge. SIGNATURES __________ Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York on the 28th day of February, 1995. DREYFUS LIFE AND ANNUITY 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 2/28/95 ______________________________ (Principal Executive, Financial Marie E. Connolly and Accounting Officer) /s/Joseph S. DiMartino* Chairman of the Board 2/28/95 _____________________________ of Directors Joseph S. DiMartino /s/David P. Feldman* Director 2/28/95 ______________________________ David P. Feldman /s/Jack R. Meyer* Director 2/28/95 ______________________________ Jack R. Meyer /s/John Szarkowski* Director 2/28/95 _____________________________ John Szarkowski /s/Anne Wexler* Director 2/28/95 _____________________________ Anne Wexler *BY: /s/ Ruth D. Leibert __________________________ Ruth D. Leibert, Attorney-in-Fact EXHIBIT INDEX ITEM EXHIBIT PAGE (5)(b) Administration Agreement. (6) Distribution Agreement. (9) Shareholder Services Plan. (11) Consent of Coopers & Lybrand L.L.P., Independent Accountants. Other Exhibits: (a) Powers of Attorney. (b) Certificate of Assistant Secretary. EX-99 2 ADMINISTRATION AGREEMENT ADMINISTRATION AGREEMENT DREYFUS LIFE AND ANNUITY INDEX FUND, INC. (d/b/a Dreyfus Stock Index Fund) 144 Glenn Curtiss Boulevard Uniondale, New York 11556-0144 August 24, 1994 The Dreyfus Corporation 200 Park Avenue New York, New York 10166 Dear Sirs: Dreyfus Life and Annuity Index Fund, Inc., a Maryland corporation (the "Fund"), herewith confirms its agreement with you ("Dreyfus") as follows: The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its Articles of Incorporation and in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to Dreyfus, and in such manner and to such extent as from time to time may be approved by the Fund's Board of Directors. The Fund intends to employ Wells Fargo Nikko Investment Advisors (the "Adviser") to act as its index fund manager and desires to employ Dreyfus to act as its administrator. In this connection it is understood that from time to time Dreyfus will employ or associate with itself such person or persons as Dreyfus may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be officers or employees who are employed by both Dreyfus and the Fund. The compensation of such person or persons shall be paid by Dreyfus and no obligation may be incurred on the Fund's behalf in any such respect. Subject to the supervision and control of the Board of Directors of the Fund, Dreyfus will assist in supervising all aspects of the Fund's operations except investment management of the Fund's portfolio, which shall be performed by the Adviser under its Index Management Agreement with the Fund. It is understood that Dreyfus shall not act and shall not be required to act as an investment adviser or have any authority to supervise the investment or reinvestment of the cash, securities or other property comprising the Fund's assets or to determine what securities or other property may be purchased or sold by the Fund. Dreyfus will supply office facilities (which may be in Dreyfus' own offices), data processing services, clerical, accounting and bookkeeping services, internal auditing and legal services, internal executive and administrative services, and stationery and office supplies; and prepare reports to the Fund's stockholders, tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities. You shall have the right, at your expense, to engage other entities to assist you in performing some or all of your obligations pursuant to this agreement, provided each such entity enters into an agreement with you in form and substance reasonably satisfactory to the Fund. You agree to be liable for the acts or omissions of each such entity to the same extent as if you had acted or failed to act under the circumstances. Dreyfus shall exercise its best judgment in rendering the services to be provided hereunder and the Fund agrees as an inducement to Dreyfus' undertaking the same that Dreyfus shall not be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Fund, provided that nothing herein shall be deemed to protect or purport to protect Dreyfus against any liability to the Fund or to its security holders to which Dreyfus would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of Dreyfus' reckless disregard of its obligations and duties hereunder. In consideration of the services rendered pursuant to this Agreement, the Fund will pay Dreyfus a fee calculated daily and paid monthly at the annual rate of .15 of 1% of the Fund's average daily net assets. Net asset value shall be computed on such days and at such time or times as described in the Fund's then-current Prospectus and Statement of Additional Information. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to Dreyfus, the value of the Fund's net assets shall be computed in the manner specified in the Fund's Articles of Incorporation for the computation of the value of the Fund's net assets. Dreyfus will bear all expenses in connection with the performance of its services under this Agreement. All other expenses to be incurred in the operation of the Fund will be borne by the Fund, except to the extent specifically assumed by Dreyfus or the Adviser. The expenses to be borne by the Fund include, without limitation, the following: organizational costs, taxes, interest, brokerage fees and commissions, if any, fees of directors who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of the Adviser or Dreyfus or any of their affiliates, Securities and Exchange Commission fees and state Blue Sky qualification fees, index management and administration fees, charges of custodians, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of maintaining corporate existence, costs of independent pricing services, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing, printing and distributing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders, costs of shareholders' reports and corporate meetings, and any extraordinary expenses. If in any fiscal year the aggregate expenses of the Fund (including fees pursuant to this Agreement and the Fund's Index Management Agreement, but excluding interest, taxes, brokerage and, with the prior written consent of the necessary state securities commissions, extraordinary expenses) exceed the expense limitations of any state having jurisdiction over the Fund, the Fund may deduct from the fees to be paid hereunder, or Dreyfus will bear, to the extent required by state law, that portion of such excess expense which bears the same relation to the total of such excess as Dreyfus' fee hereunder bears to the total fee otherwise payable for the fiscal year by the Fund pursuant to this Agreement and the Index Management Agreement between the Fund and the Adviser. Dreyfus' obligation pursuant hereto is limited to the amount of its fees hereunder. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis. The Fund understands that Dreyfus now acts and will continue to act as administrator of various investment companies and fiduciary or other managed accounts, and the Fund has no objection to Dreyfus' so acting. In addition, it is understood that the persons employed by Dreyfus to assist in the performance of its duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of Dreyfus or the right of any affiliate of Dreyfus to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. Any person, even though also an officer, director, partner, employee or agent of Dreyfus, who may be or become an officer, director, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund, to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee, or agent or one under the control or direction of Dreyfus even though paid by it. The Fund recognizes that from time to time directors, officers and employees of Dreyfus may serve as directors, partners, trustees, officers and employees of other corporations, partnerships, business trusts and other entities (including other investment companies) and that such other entities may include the name "Dreyfus" as part of their name, and that Dreyfus or its affiliates may enter into administration or other agreements with such other entities. If Dreyfus ceases to act as the Fund's Administrator, the Fund agrees that, at Dreyfus' request, the Fund will take all necessary action to change the name of the Fund to a name not including "Dreyfus" in any form or combination of words. This Agreement shall continue automatically for successive annual periods ending on May 14th of each year, provided such continuance is specifically approved at least annually by (i) the Fund's Board of Directors or (ii) vote of a majority (as defined in the Investment Company Act of 1940) of the Fund's outstanding voting securities, provided that in either event its continuance also is approved by a majority of the Fund's Directors who are not "interested persons" (as defined in said Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, on 60 days' notice, by the Fund's Board of Directors or by vote of holders of a majority of the Fund's shares or, upon not less than 90 days' notice, by Dreyfus. This Agreement also will terminate automatically in the event of its assignment (as defined in said Act). If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof. Very truly yours, DREYFUS LIFE AND ANNUITY INDEX FUND, INC. By: /s/ Ruth Leibert ----------------- Assistant Secretary Accepted: THE DREYFUS CORPORATION By: /s/ Mark N. Jacobs ------------------ Vice President EX-99.B6DISTRCONTR 3 DISTRIBUTION AGREEMENT DISTRIBUTION AGREEMENT DREYFUS LIFE AND ANNUITY INDEX FUND, INC. (d/b/a Dreyfus Stock Index Fund) 144 Glenn Curtiss Boulevard Uniondale, New York 11556-0144 August 24, 1994 Premier Mutual Fund Services, Inc. One Exchange Place Tenth Floor Boston, Massachusetts 02109 Dear Sirs: This is to confirm that, in consideration of the agree- ments hereinafter contained, the above-named investment company (the "Fund") has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each Series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares. 1. Services as Distributor 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing. 1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you will enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal. 1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the Investment Company Act of 1940, as amended, by the Securities and Exchange Commission or any securities association registered under the Securities Exchange Act of 1934, as amended. 1.4 Whenever in their judgment such action is warranted by market, economic or political conditions, or by abnormal circumstances of any kind, the Fund's officers may decline to accept any orders for, or make any sales of, any Shares until such time as they deem it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of such determination. 1.5 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that nothing contained herein shall be deemed to require the Fund to pay any of the costs of advertising the sale of Shares. 1.6 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the qualification of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all expenses which may be incurred in connection with such qualification. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement. 1.7 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) quarterly earnings statements prepared by the Fund, (c) a monthly itemized list of the securities in the Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as soon as practicable after the end of each month, and (e) from time to time such additional information regarding the Fund's financial condition as you may reasonably request. 1.8 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securi- ties and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares have been carefully prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission there- under. As used in this agreement the terms "registration state- ment" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may but shall not be obligated to propose from time to time such amend- ment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. 1.9 The Fund authorizes you to use any prospectus in the form furnished to you from time to time, in connection with the sale of Shares. The Fund agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the Securi- ties Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection there- with) which you, your officers and directors, or any such con- trolling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading; provided, however, that the Fund's agreement to indemnify you, your officers or directors, and any such control- ling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or prospectus in reliance upon and in conformity with written information furnished to the Fund by you specifically for use in the preparation thereof. The Fund's agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Fund's being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter or by telegram addressed to the Fund at its address set forth above within ten days after the summons or other first legal process shall have been served. The failure so to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund's indemnity agreement contained in this paragraph 1.9. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by you. In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case you do not approve of counsel chosen by the Fund, the Fund will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by you or them. The Fund's indemnification agreement contained in this paragraph 1.9 and the Fund's representations and warranties in this agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors. The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against the Fund or any of its officers or Board members in connection with the issue and sale of Shares. 1.10 You agree to indemnify, defend and hold the Fund, its several officers and Board members, and any person who con- trols the Fund within the meaning of Section 15 of the Securi- ties Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection there- with) which the Fund, its officers or Board members, or any such controlling person, may incur under the Securities Act of 1933, as amended, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board members, or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by you to the Fund specifically for use in the Fund's registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the pro- spectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Fund and required to be stated in such answers or necessary to make such information not misleading. Your agreement to indemnify the Fund, its officers and Board members, and any such controlling person, as aforesaid, is expressly conditioned upon your being notified of any action brought against the Fund, its officers or Board members, or any such controlling person, such notification to be given by letter or telegram addressed to you at your address set forth above within ten days after the summons or other first legal process shall have been served. You shall have the right to control the defense of such action, with counsel of your own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on your part, and in any other event the Fund, its officers or Board members, or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure so to notify you of any such action shall not relieve you from any liability which you may have to the Fund, its officers or Board members, or to such controlling person by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph 1.10. This agreement of indemnity will inure exclusively to the Fund's benefit, to the benefit of the Fund's officers and Board members, and their respective estates, and to the benefit of any controlling persons and their successors. You agree promptly to notify the Fund of the commencement of any litigation or proceedings against you or any of your officers or directors in connection with the issue and sale of Shares. 1.11 No Shares shall be offered by either you or the Fund under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amend- ments thereto shall be suspended under any of the provisions of the Securities Act of 1933, as amended, or if and so long as a current prospectus as required by Section 10 of said Act, as amended, is not on file with the Securities and Exchange Commission; provided, however, that nothing contained in this paragraph 1.11 shall in any way restrict or have an application to or bearing upon the Fund's obligation to repurchase any Shares from any shareholder in accordance with the provisions of the Fund's prospectus or charter documents. 1.12 The Fund agrees to advise you immediately in writing: (a) of any request by the Securities and Exchange Commission for amendments to the registration statement or prospectus then in effect or for additional information; (b) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or pro- spectus then in effect or the initiation of any proceeding for that purpose; (c) of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registra- tion statement or prospectus in order to make the statements therein not misleading; and (d) of all actions of the Securities and Exchange Commission with respect to any amendments to any registration statement or prospectus which may from time to time be filed with the Securities and Exchange Commission. 2. Offering Price Shares of any class of the Fund offered for sale by you shall be offered for sale at a price per share (the "offering price") approximately equal to (a) their net asset value (determined in the manner set forth in the Fund's charter documents) plus (b) a sales charge, if any and except to those persons set forth in the then-current prospectus, which shall be the percentage of the offering price of such Shares as set forth in the Fund's then-current prospectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. In addition, Shares of any class of the Fund offered for sale by you may be subject to a contingent deferred sales charge as set forth in the Fund's then-current prospectus. You shall be entitled to receive any sales charge or contingent deferred sales charge in respect of the Shares. Any payments to dealers shall be governed by a separate agreement between you and such dealer and the Fund's then-current prospectus. 3. Term This agreement shall continue until the date (the "Reapproval Date") set forth on Exhibit A hereto (and, if the Fund has Series, a separate Reapproval Date shall be specified on Exhibit A for each Series), and thereafter shall continue automatically for successive annual periods ending on the day (the "Reapproval Day") of each year set forth on Exhibit A hereto, provided such continuance is specifically approved at least annually by (i) the Fund's Board or (ii) vote of a majority (as defined in the Investment Company Act of 1940) of the Shares of the Fund or the relevant Series, as the case may be, provided that in either event its continuance also is approved by a majority of the Board members who are not "interested persons" (as defined in said Act) of any party to this agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This agreement is terminable without penalty, on 60 days' notice, by vote of holders of a majority of the Fund's or, as to any relevant Series, such Series' outstanding voting securities or by the Fund's Board as to the Fund or the relevant Series, as the case may be. This agreement is terminable by you, upon 270 days' notice, effective on or after the fifth anniversary of the date hereof. This agreement also will terminate automatically, as to the Fund or relevant Series, as the case may be, in the event of its assignment (as defined in said Act). 4. Exclusivity So long as you act as the distributor of Shares, you shall not perform any services for any entity other than investment companies advised or administered by The Dreyfus Corporation. The Fund acknowledges that the persons employed by you to assist in the performance of your duties under this agreement may not devote their full time to such service and nothing contained in this agreement shall be deemed to limit or restrict your or any of your affiliates right to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. Please confirm that the foregoing is in accordance with your understanding and indicate your acceptance hereof by signing below, whereupon it shall become a binding agreement between us. Very truly yours, DREYFUS LIFE AND ANNUITY INDEX FUND, INC. By: /s/ John E. Pelletier --------------------- Secretary Accepted: PREMIER MUTUAL FUND SERVICES, INC. By: /s/ Joseph F. Tower III ________________________ EXHIBIT A Reapproval Date Reapproval Day May 14, 1996 May 14th EX-99.B9ASHARESERVPL 4 SHAREHOLDER SERVICES PLAN DREYFUS LIFE AND ANNUITY INDEX FUND, INC. (d/b/a Dreyfus Stock Index Fund) SHAREHOLDER SERVICES PLAN Introduction: It has been proposed that the above- captioned investment company (the "Fund") adopt a Shareholder Services Plan (the "Plan") under which the Fund would reimburse Dreyfus Service Corporation ("DSC") for certain allocated expenses of providing personal services and/or maintaining shareholder accounts to (a) shareholders of each series of the Fund or class of Fund shares set forth on Exhibit A hereto, as such Exhibit may be revised from time to time, or (b) if no series or classes are set forth on such Exhibit, shareholders of the Fund. The Plan is not to be adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act"), and the fee under the Plan is intended to be a "service fee" as defined in Article III, Section 26 (a "Service Fee"), of the NASD Rules of Fair Practice (the "NASD Rules"). The Fund's Board, in considering whether the Fund should implement a written plan, has requested and evaluated such information as it deemed necessary to an informed determination as to whether a written plan should be implemented and has considered such pertinent factors as it deemed necessary to form the basis for a decision to use Fund assets for such purposes. In voting to approve the implementation of such a plan, the Board has concluded, in the exercise of its reasonable business judgment and in light of applicable fiduciary duties, that there is a reasonable likelihood that the plan set forth below will benefit the Fund and its shareholders. The Plan: The material aspects of this Plan are as follows: 1. The Fund shall reimburse DSC an amount not to exceed an annual rate of .25 of 1% of the value of the Fund's average daily net assets for its allocated expenses of providing personal services to shareholders and/or maintaining shareholder accounts; provided that, at no time, shall the amount paid to DSC under this Plan, together with amounts otherwise paid by the Fund, or each series or class identified on Exhibit A, as a Service Fee under the NASD Rules, exceed the maximum amount then payable under the NASD Rules as a Service Fee. The amount of such reimbursement shall be based on an expense allocation methodology prepared by DSC annually and approved by the Fund's Board or on any other basis from time to time deemed reasonable by the Fund's Board. 2. For the purposes of determining the fees payable under this Plan, the value of the net assets of the Fund or the net assets attributable to each series or class of Fund shares identified on Exhibit A, shall be computed in the manner specified in the Fund's charter documents for the computation of the value of the Fund's net assets. 3. The Board shall be provided, at least quarterly, with a written report of all amounts expended pursuant to this Plan. The report shall state the purpose for which the amounts were expended. 4. This Plan will become effective immediately upon approval by a majority of the Board members, including a majority of the Board members who are not "interested persons" (as defined in the Act) of the Fund and have no direct or indirect financial interest in the operation of this Plan or in any agreements entered into in connection with this Plan, pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of this Plan. 5. This Plan shall continue for a period of one year from its effective date, unless earlier terminated in accordance with its terms, and thereafter shall continue automatically for successive annual periods, provided such continuance is approved at least annually in the manner provided in paragraph 4 hereof. 6. This Plan may be amended at any time by the Board, provided that any material amendments of the terms of this Plan shall become effective only upon approval as provided in paragraph 4 hereof. 7. This Plan is terminable without penalty at any time by vote of a majority of the Board members who are not "interested persons" (as defined in the Act) of the Fund and have no direct or indirect financial interest in the operation of this Plan or in any agreements entered into in connection with this Plan. Dated: August 11, 1993 As Revised: November 9, 1994 EXHIBIT A EX-23 5 CONSENT OF INDEPENDENT ACCOUNTANT EXHIBIT (11) CONSENT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Dreyfus Stock Index Fund: We consent to the inclusion in Post-Effective Amendment No. 7 to the Registration Statement of Dreyfus Stock Index Fund, incorporated as Dreyfus Life and Annuity Index Fund, Inc. on Form N-1A (File No. 33-27172) of our report dated February 17, 1995 on our audit of the financial statements and financial highlights of the Fund, which report is included in the Annual Report to Shareholders for the year ended December 31, 1994. /S/Coopers & Lybrand L.L.P. Coopers & Lybrand L.L.P. New York, New York February 27, 1995 EX-99 6 CERTIFICATE OF SECRETARY insert certificate of secretary EX-99 7 POWER OF ATTORNEY OTHER EXHIBIT (a) POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with full power to act without the other, her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments to the Registration Statement for Dreyfus Life and Annuity Index Fund, Inc. (including post-effective amendments and amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereto. /s/ Marie E. Connolly ________________________________ October 5, 1994 Marie E. Connolly, President POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments to the Registration Statement for Dreyfus Life and Annuity Index Fund, Inc. (including post-effective amendments and amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereto. /s/ Joseph S. DiMartino __________________________________________ February 24, 1995 Joseph S. DiMartino, Chairman of the Board EX-99 8 POWER OF ATTORNEY POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments to the Registration Statement for each Fund listed on Schedule A attached hereto (including post-effective amendments and amendments thereto), and th file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of the, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ David P. Feldman David P. Feldman, Board Member /s/ Jack R. Meyer Jack R. Meyer, Board Member /s/ Jan J. Sagett Jan J. Sagett*, Board Member /s/ John Szarkowski John Szarkowski, Board Member /s/ Anne Wexler Anne Wexler, Board Member *Dreyfus Edison Electric Index Fund, Inc. only Dated: August 29, 1994 SCHEDULE A Dreyfus Edison Electric Index Fund, Inc. Dreyfus-Wilshire Target Funds, Inc. Dreyfus Stock Index Fund Peoples Index Fund, Inc. Peoples S&P MidCap Index Fund, Inc. EX-99.B16B 9 CERTIFICATE OF SECRETARY DREYFUS STOCK INDEX FUND Certificate of Assistant Secretary The undersigned, Ruth D. Leibert, Assistant Secretary of Dreyfus Stock Index Fund (the "Fund"), hereby certifies that set forth below is a copy of the resolution adopted by the Fund's Board of Directors authorizing the signing by Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert and John Pelletier on behalf of the proper officers of the Fund pursuant to a power of attorney. RESOLVED, that the Registration Statement and any and all amendments and supplements thereto, may be signed by any one of Frederick C. Dey, Eric B. Fischman, Ruth D. Leibert and John Pelletier as the attorney-in-fact for the proper officers of the Fund, with full power of substitution and resubstitution; and that the appointment of each of such persons as such attorney-in- fact hereby is authorized and approved; and that such attorneys- in-fact, and each of them, shall have full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such Registration Statement and any and all amendments and supplements thereto, as fully to all intents and purposes as the officer, for whom he or she is acting as attorney-in-fact, might or could do in person. IN WITNESS WHEREOF, I have hereunto signed my name and affixed the Seal of the Fund on February 24, 1995. /s/ Ruth D. Leibert _________________________________ Ruth D. Leibert Assistant Secretary (SEAL) -----END PRIVACY-ENHANCED MESSAGE-----