-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RzFbhxxMKRhkVknw7Xlu1AiAY/oSu/Rmq9KMyQy2VQyhhbRdgBiVpgnx6Yy4lis3 8zrrNTIq+iYbQgdIK5uhTw== 0000846800-96-000003.txt : 19960304 0000846800-96-000003.hdr.sgml : 19960304 ACCESSION NUMBER: 0000846800-96-000003 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960301 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: 96530029 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05719 FILM NUMBER: 96530030 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. 8 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. 8 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 8 [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 Mark N. Jacobs, Esq. 200 Park Avenue New York, New York 10166 (Name and Address of Agent for Service) It is proposed that this filing will become effective (check appropriate box) immediately upon filing pursuant to paragraph (b) ---- on (date) pursuant to paragraph (b) ---- X 60 days after filing pursuant to paragraph (a)(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, 1995 was filed on February 29, 1996. 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 3 4 General Description of Registrant 3, 10 5 Management of the Fund 6 5(a) Management's Discussion of Fund's Performance * 6 Capital Stock and Other Securities 10 7 Purchase of Securities Being Offered 7 8 Redemption or Repurchase 8 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-16 13 Investment Objectives and Policies B-2 14 Management of the Fund B-6 15 Control Persons and Principal B-9 Holders of Securities 16 Investment Advisory and Other B-9 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-16 18 Capital Stock and Other Securities B-16 19 Purchase, Redemption and Pricing B-12, B-13 of Securities Being Offered 20 Tax Status B-14 21 Underwriters B-12 22 Calculations of Performance Data B-16 23 Financial Statements B-19 Items in Part C of Form N-1A _________ 24 Financial Statements and Exhibits C-1 25 Persons Controlled by or Under C-3 Common Control with Registrant 26 Number of Holders of Securities C-3 27 Indemnification C-3 28 Business and Other Connections of C-3 Investment Adviser 29 Principal Underwriters C-11 30 Location of Accounts and Records C-14 31 Management Services C-14 32 Undertakings C-14 _____________________________________ NOTE: * Omitted since answer is negative or inapplicable. - ----------------------------------------------------------------------------- DREYFUS STOCK INDEX FUND (LION LOGO) PROSPECTUS MAY 1, 1996 - ----------------------------------------------------------------------------- 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 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. 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. The Dreyfus Corporation ("Dreyfus") serves as the Fund's manager. Dreyfus has engaged its affiliate, Mellon Equity Associates ("Mellon Equity"), to serve as the Fund's index fund manager and provide day-to-day management of the Fund's investments. Dreyfus and Mellon Equity are collectively referred to as the "Advisers." 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, 1996, which may be revised from time to time, provides a further discussion of certain areas in this Prospectus and other matters which may be of interest to some investors. It has been filed with the Securities and Exchange Commission and is incorporated herein by reference. For a free copy, write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call 1-800-645-6561. When telephoning ask for Operator 144. 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. - ----------------------------------------------------------------------------- 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. - ----------------------------------------------------------------------------- TABLE OF CONTENTS Page Condensed Financial Information...................... 3 Description of the Fund.............................. 3 Management of the Fund............................... 6 How to Buy Shares.................................... 7 How to Redeem Shares................................. 8 Shareholder Services Plan............................ 8 Dividends, Distributions and Taxes................... 8 Performance Information.............................. 9 General Information.................................. 10 Appendix............................................. 12 Page 2 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. The Fund's total investment return shown below does not include expenses charged a separate account or related insurance policy by a Participating Insurance Company, inclusion of which would reduce the Fund's total investment return for each period indicated.
FOUR MONTHS ENDED YEAR ENDED YEAR ENDED AUGUST 31, DECEMBER 31, DECEMBER 31, ----------------------------- -------------- ------------------- PER SHARE DATA: 1990(1) 1991 1992 1992(2) 1993 1994 1995 ------- ------- ------ ------- ----- ----- ------ Net asset value, beginning of year...... $12.50 $11.62 $14.20 $14.87 $15.32 $13.20 $12.94 ------- ------ -------- ------ ------ ------ ------ INVESTMENT OPERATIONS: Investment income-net.... .38 .39 .37 .13 .37 .32 .33 Net realized and unrealized gain (loss) on investments...... (.95) 2.60 .68 .77 1.04 (.21) 4.39 ------- ------ -------- ------ ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS (.57) 2.99 1.05 .90 1.41 .11 4.72 ------- ------ -------- ------ ------ ------ ------ DISTRIBUTIONS: Dividends from investment income-net.. (.31) (.39) (.38) (.21) (.34) (.31) (.33) Dividends in excess of investment income-net....... -- -- -- -- (.03) -- -- Dividends from net realized gain on investments _- (.02) -_ (.24) (3.00) -- (.13) Dividends in excess of net realized gain on investments........... -_ -_ -_ -_ (.16) (.06) -- ------- ------ -------- ------ ------ ------ ------ TOTAL DISTRIBUTIONS.... (.31) (.41) (.38) (.45) (3.53) (.37) (.46) ------- ------ -------- ------ ------ ------ ------ Net asset value, end of year $11.62 $14.20 $14.87 $15.32 $13.20 $12.94 $17.20 ====== ======= ======== ======= ===== ======= ======= TOTAL INVESTMENT RETURN... (4.73%)(3) 26.26% 7.49% 6.05%(3) 9.33% .88% 36.78% RATIOS/SUPPLEMENTAL DATA: Ratio of expenses to average net assets...... .37%(3) .40% .40% .13%(3) .40% .40% .39% Ratio of net investment income to average net assets........ 3.12%(3) 3.05% 2.63% .85%(3) 2.38% 2.56% 2.38% Decrease reflected in above expense ratios due to undertakings....... .17%(3) .11% .13% .03%(3) .27% .16% .03% Portfolio Turnover Rate.. .99%(3) 1.02% 7.66% 6.94%(3) 71.71% 2.82% 11.95% Net Assets, end of year (000's omitted)........ $48,184 $62,400 $74,446 $70,072 $61,319 $96,806 $312,686 (1)From September 29, 1989 (commencement of operations) to August 31, 1990. (2)Effective September 1, 1992, the Fund changed its fiscal year-end from August 31 to December 31. The figures provided are from September 1, 1992 to December 31, 1992. (3) 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 Page 3 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 Board intends 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"). It cannot be changed without approval by the holders of a majority (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) 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 Ratings Group, a division of The McGraw-Hill Companies, Inc. 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 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, 1995, approximately 46% of the Index was composed of the 50 largest companies. The Advisers generally select stocks for the Fund's portfolio in the order of their weightings in the Index beginning with the heaviest weighted stocks. With respect to the Fund's assets invested in the stocks in the Index, the percentage of such assets invested in each stock 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 *"Standard & Poor's 500," "S&P 500Registration Mark" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's or The McGraw-Hill Companies, Inc. Page 4 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 Fund's Board, 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. See "Appendix _ Investment Techniques." When the Fund has cash reserves, the Fund may invest in money market instruments consisting of U.S. Government securities, time deposits, certificates of deposit, bankers' acceptances, high-grade commercial paper, and repurchase agreements. See the Statement of Additional Information for a description of these instruments. The Fund also may purchase stock index futures in anticipation of taking a market position when, in the opinion of the Advisers, 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. See also "Investment Considerations and Risks" and "Appendix _ Investment Techniques" below, and "Investment Objective and Management Policies" in the Statement of Additional Information. INVESTMENT CONSIDERATIONS AND RISKS GENERAL -- The Fund's net asset value per share should be expected to fluctuate. Investors should consider the Fund as a supplement to an overall investment program and should invest only if they are willing to undertake the risks involved. See "Investment Objective and Management Policies_Management Policies" in the Statement of Additional Information for a further discussion of certain risks. EQUITY SECURITIES -- Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be pronounced. Changes in the value of the Fund's investments will result in changes in the value of its shares and thus the Fund's total return to investors. FOREIGN SECURITIES -- 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. USE OF DERIVATIVES -- The Fund may invest, to a limited extent, in derivatives ("Derivatives"). These are financial instruments which derive their performance, at least in part, from the performance of an underlying asset, index or interest rate. The Derivatives the Fund may use include stock index futures. While Derivatives can be used effectively in furtherance of the Fund's investment objective, under certain market conditions they can increase the volatility of the Fund's net asset value, can decrease the liquidity of the Fund's portfolio and make more difficult the accurate pricing of the Fund's portfolio. See "Appendix _Investment Techniques _ Use of Derivatives" below and " Investment Objective and Management Policies _ Management Policies _ Derivatives" in the Statement of Additional Information. NON-DIVERSIFIED STATUS -- The classification of the Fund as a "non-diversified" investment company means that the proportion of the Fund's assets that may be invested in the securities Page 5 of a single issuer is not limited by the 1940 Act. A "diversified" investment company is required by the 1940 Act, 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. 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 may be more susceptible to any single economic, political or regulatory occurrence than the portfolio securities of a diversified investment company. However, to meet Federal tax requirements, at the close of each quarter the Fund may not have more than 25% of its total assets invested in any one issuer and, with respect to 50% of total assets, not more than 5% of its total assets invested in any one issuer. These limitations do not apply to U.S. Government securities. SIMULTANEOUS INVESTMENTS -- Investment decisions for the Fund are made independently from those of the other investment companies or accounts advised by Dreyfus or Mellon Equity. However, if such other investment companies or accounts desire to invest in, to dispose of, the same securities 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 ADVISERS -- Dreyfus, located at 200 Park Avenue, New York, New York 10166, was formed in 1947 and serves as the Fund's manager. Dreyfus is a wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As of January 31, 1996, Dreyfus managed or administered approximately $82 billion in assets for more than 1.7 million investor accounts nationwide. Dreyfus supervises and assists in the overall management of the Fund's affairs under a Management Agreement with the Fund, subject to the authority of the Fund's Board in accordance with Maryland law. Dreyfus has engaged Mellon Equity, located at 500 Grant Street, Pittsburgh, Pennsylvania 15258, to serve as the Fund's index fund manager. Mellon Equity, a registered investment adviser formed in 1957, is an indirect wholly-owned subsidiary of Mellon and, thus, an affiliate of Dreyfus. As of December 31, 1995, Mellon Equity and its employees managed approximately $8.8 billion in assets and served as the investment adviser of 62 other investment companies. Mellon Equity, subject to the supervision and approval of Dreyfus, provides the day-to-day management of the Fund's investments, as well as statistical information, under an Index Management Agreement with Dreyfus, subject to the overall authority of the Fund's Board in accordance with Maryland law. 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 more than $233 billion in assets as of December 31, 1995, including approximately $81 billion in proprietary mutual fund assets. As of December 31, 1995, Mellon, through various subsidiaries, provided non-investment services, such as custodial or administration services, for more than $786 billion in assets, including approximately $60 billion in mutual fund assets. For the period November 13, 1995 (effective date of the Management Agreement and Index Management Agreement) through December 31, 1995, the end of the Fund's fiscal Page 6 year, the Fund paid Dreyfus a management fee at the effective annual rate of .245 of 1% of the value of the Fund's average daily net assets, and Dreyfus paid Mellon Equity an index management fee at the effective annual rate of .095 of 1% of the value of the Fund's average daily net assets. Under the Index Management Agreement, Mellon Equity has agreed to pay for the provision of custody services to the Fund by Boston Safe Deposit and Trust Company. Prior to November 13, 1995, Wells Fargo Nikko Investment Advisors ("WFNIA") served as the Fund's index fund manager pursuant to an Index Management Agreement with the Fund and Dreyfus served as the Fund's administrator pursuant to an Administration Agreement with the Fund. Pursuant to such agreements, the Fund agreed to pay WFNIA and Dreyfus each at an annual rate of .15% of the value of the Fund's average daily net assets. For the period January 1, 1995 through November 12, 1995 (termination date of such agreements), the Fund paid each of WFNIA and Dreyfus at the effective annual rate of .10% of the value of the Fund's average daily net assets. The imposition of the Fund's management fee, as well as other operating expenses, will have the effect of reducing investors' return and will affect the Fund's ability to track the Index exactly. Dreyfus has undertaken that, until such time as it gives 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 payment to be made to Dreyfus, or Dreyfus will bear, such excess expense. In addition, from time to time, Dreyfus may waive receipt of its 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. The Fund will not pay Dreyfus at a later time for any amounts Dreyfus may waive, nor will the Fund reimburse Dreyfus for any amounts Dreyfus may assume. In allocating brokerage transactions for the Fund, the Advisers seek to obtain the best execution of orders at the most favorable net price. Subject to this determination, the Advisers may consider, among other things, the receipt of research services and/or the sale of shares of the Fund or other funds advised by Dreyfus or Mellon Equity as factors in the selection of broker-dealers to execute portfolio transactions for the Fund. See "Portfolio Transactions" in the Statement of Additional Information. Dreyfus may pay the Fund's distributor for shareholder services from Dreyfus' own assets, including past profits but not including the management fee paid by the Fund. The Fund's distributor may use part of all of such payments to pay securities dealers or others in respect of these services. DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc. (the "Distributor"), located at One Exchange Place, Boston, Massachusetts 02109. The Distributor's ultimate parent is Boston Institutional Group, Inc. CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT -- Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). Boston Safe Deposit and Trust Company, an indirect subsidiary of Mellon, One Boston Place, Boston, Massachusetts 02108, is the Custodian of the Fund's investments. HOW TO BUY 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 Page 7 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 Fund's Board. For further information regarding the methods employed in valuing the Fund's investments, see "Determination of Net Asset Value" in the Statement of Additional Information. HOW TO REDEEM 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. 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 Internal Revenue Code of 1986, as amended (the "Code"), in all events in a manner consistent with the provisions of the 1940 Act. 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. An omnibus accountholder may indicate in a partial redemption request that a portion of any accrued dividends to which such account is entitled belongs to an underlying accountholder who has redeemed all shares in Page 8 his or her account, and such portion of the accrued dividends will be paid to the accountholder 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, 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, 1995 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 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 and/or 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 Page 9 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), 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, 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 1940 Act, 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 Board members 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 Board member 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 Board member by the affirmative vote of a majority of the Fund's outstanding voting shares. In addition, the Fund's Board will call a meeting of shareholders for the purpose of electing Board members if, at any time, less than a majority of the Board members then holding office have been elected by shareholders. The Transfer Agent maintains a record of shareholder ownership and sends confirmations and statements of account. Page 10 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 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 toll free 1-800-645-6561. In New York City, call 1-718-895-1206; outside the U.S. and Canada, call 516-794-5452. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's ("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 11 APPENDIX INVESTMENT TECHNIQUES BORROWING MONEY -- The Fund is permitted to borrow money only for temporary or emergency (not leveraging) purposes, in an amount up to 5% of the value of its total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. USE OF DERIVATIVES -- The Fund may invest in the types of Derivatives enumerated under "Description of the Fund -- Investment Considerations and Risks -- Use of Derivatives." These instruments and certain related risks are described more specifically under "Investment Objective and Management Policies -- Management Policies -- Derivatives" in the Statement of Additional Information. Although the Fund will not be a commodity pool, Derivatives subject the Fund to the rules of the Commodity Futures Trading Commission which limit the extent to which the Fund can invest in certain derivatives. The Fund may invest in stock index futures contracts for hedging purposes without limit. However, the Fund may not invest in such contracts for other purposes if the sum of the amount of initial margin deposits, other than for bona fide hedging purposes, exceeds 5% of the liquidation value of the Fund's assets, after taking into account unrealized profits and unrealized losses on such contracts. LENDING PORTFOLIO SECURITIES -- The Fund may lend securities from its portfolio to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. The Fund continues to be entitled to payments in amounts equal to the interest, dividends or other distributions payable on the loaned securities which affords the Fund an opportunity to earn interest on the amount of the loan and income on the loaned securities' collateral. Loans of portfolio securities may not exceed 30% of the value of the Fund's total assets, and the Fund will receive collateral consisting of cash, U.S. Government securities or irrevocable letters of credit which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. Such loans are terminable by the Fund at any time upon specified notice. The Fund might experience risk of loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE. Page 12 DREYFUS STOCK INDEX FUND PART B (STATEMENT OF ADDITIONAL INFORMATION) MAY 1, 1996 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, 1996, as it may be revised from time to time. To obtain a copy of the Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call the following numbers: Call Toll Free 1-800-645-6561 In New York City - Call 1-718-895-1206 Outside the U.S. or Canada - Call 516-794-5452 The Dreyfus Corporation (the "Dreyfus") serves as the Fund's manager. Dreyfus has engaged its affiliate, Mellon Equity Associates ("Mellon Equity"), to serve as the Fund's index fund manager and provide day-to-day management of the Fund's investments. Dreyfus and Mellon Equity are referred to collectively as the "Advisers." 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-6 Management Arrangements . . . . . . . . . . . . . . . . . . . . . . . .B-9 Shareholder Services Plan . . . . . . . . . . . . . . . . . . . . . . .B-12 Purchase of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . .B-12 Redemption of Shares. . . . . . . . . . . . . . . . . . . . . . . . . .B-13 Determination of Net Asset Value. . . . . . . . . . . . . . . . . . . .B-13 Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . . . .B-14 Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . .B-16 Performance Information . . . . . . . . . . . . . . . . . . . . . . . .B-16 Information About the Fund. . . . . . . . . . . . . . . . . . . . . . .B-16 Transfer and Dividend Disbursing Agent, Custodian, Counsel and Independent Accountants . . . . . . . . . . . . . . .B-17 Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-18 Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . .B-19 Report of Independent Accountants . . . . . . . . . . . . . . . . . . .B-33 INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES The following information supplements and should be read in conjunction with the sections in the Fund's Prospectus entitled "Description of the Fund" and "Appendix." Other Portfolio Securities Money Market Instruments. The Fund may invest, in the circumstances described under "Description of the Fund - Management Policies" in the Fund's Prospectus, in the following types of money market instruments. U.S. Government Securities--Securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities include U.S. Treasury securities that differ in their interest rates, maturities and times of issuance. Some obligations issued or guaranteed by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury; others by the right of the issuer to borrow from the Treasury; others by discretionary authority of the U.S. Government to purchase certain obligations from the agency or instrumentality; and others only by the credit of the agency or instrumentality. These securities bear fixed, floating or variable rates of interest. While the U.S. Government provides financial support for such U.S. Government-sponsored agencies and instrumentalities, no assurance can be given that it will always do so since it is not so obligated by law. Repurchase Agreements--In a repurchase agreement, the Fund buys, and the seller agrees to repurchase, a security at a mutually agreed upon time and price (usually within seven days). The repurchase agreement thereby determines the yield during the purchaser's holding period, while the seller's obligation to repurchase is secured by the value of the underlying security. The 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. Repurchase agreements could involve risks in the event of a default or insolvency of the other party to the agreement, including possible delays or restrictions upon the Fund's ability to dispose of the underlying securities. Bank Obligations--The Fund may purchase certificates of deposit, time deposits, bankers' acceptances and other short-term obligations issued by domestic banks, foreign subsidiaries or foreign branches of domestic banks, domestic and foreign branches of foreign banks, domestic savings and loan associations and other banking institutions. With respect to such securities issued by foreign subsidiaries or foreign branches of domestic banks, and domestic and foreign branches of foreign banks, the Fund may be subject to additional investment risks that are different in some respects from those incurred by a fund which invests only in debt obligations of U.S. domestic issuers. Certificates of deposit are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for a specified period of time. Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time (in no event longer than seven days) at a stated interest rate. Bankers' acceptances are credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and the drawer to pay the face amount of the instruments upon maturity. The other short-term obligations may include uninsured, direct obligations bearing fixed, floating or variable interest rates. Commercial Paper--Commercial paper consists of short-term, unsecured promissory notes issued to finance short-term credit needs. The commercial paper purchased by the Fund will consist only of direct obligations which, at the time of their purchase, are (a) rated at least Prime-1 by Moody's Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's Ratings Group, a division of The McGraw Hill-Companies, Inc. ("S&P"), (b) issued by companies having an outstanding unsecured debt issue currently rated at least Aa by Moody's or at least AA- by S&P, or (c) if unrated, determined by the Advisers to be of comparable quality to those rated obligations which may be purchased by the Fund. Management Policies Lending Portfolio Securities. In connection with its securities lending transactions, the Fund may return to the borrower or a third party which is unaffiliated with the Fund, and which is acting as a "placing broker," a part of the interest earned from the investment of collateral received for securities loaned. The Securities and Exchange Commission currently requires that the following conditions must be met whenever portfolio securities are loaned: (1) the Fund must receive at least 100% cash collateral from the borrower; (2) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (3) the Fund must be able to terminate the loan at any time; (4) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions payable on the loaned securities, and any increase in market value; (5) the Fund may pay only reasonable custodian fees in connection with the loan; and (6) while voting rights on the loaned securities may pass to the borrower, the Fund's Board 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. Derivatives. The Fund may invest in Derivatives (as defined in the Fund's Prospectus) in anticipation of taking a market position when, in the opinion of the Advisers, available cash balances do not permit an economically efficient trade in the cash market. Derivatives may provide a cheaper, quicker or more specifically focused way for the Fund to invest than "traditional" securities would. Derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics of the particular Derivative and the portfolio as a whole. Derivatives permit the Fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as the Fund can increase or decrease the level risk, or change the character of the risk, of its portfolio by making investments in specific securities. Derivatives may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in Derivatives could have a large potential impact on the Fund's performance. If the Fund invests in Derivatives at inappropriate times or judges market conditions incorrectly, such investments may lower the Fund's return or result in a loss. The Fund also could experience losses if its Derivatives were poorly correlated with its other investments, or if the Fund were unable to liquidate its position because of an illiquid secondary market. The market for many Derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for Derivatives. Stock Index Futures--A stock index future obligates the Fund to pay or receive an amount of cash equal to a fixed dollar amount specified in futures contract multiplied by the difference between the settlement price of the contract on the contract's last trading day and the value of the index based on the stock prices of the securities that comprise it at the opening of trading in such securities on the next business day. The Fund purchases and sells futures contracts on the stock index for which it can obtain the best price with consideration also given to liquidity. 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. In connection with its futures transactions, the Fund may be required to establish and maintain at its custodian bank a segregated account consisting of cash or high quality money market instruments in an amount equal to the market value of the underlying commodity less any amount deposited as margin. Investment Restrictions The Fund has adopted the following investment restrictions as fundamental policies, which cannot be changed without approval of the holders of a majority (as defined in the Investment Company Act of 1940, as amended (the "1940 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 Board. 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 Board members 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 Board members 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 Board member who is deemed to be an "interested person" of the Fund, as defined in the 1940 Act, is indicated by an asterisk. Board Members 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 24, 1994, the Fund's distributor. From August 24, 1994 to December 31, 1994, he was a director of Mellon Bank Corporation. He is Chairman of the Board of Directors of Noel Group, Inc., a venture capital company; a trustee of Bucknell University; and a director of the Muscular Dystrophy Association, HealthPlan Services Corporation, Belding Heminway, Inc., a manufacturer and marketer of industrial threads, specialty yarns and home furnishings and fabrics, Curtis Industries, Inc., a national distributor of security products, chemicals, and automotive and other hardware, and Staffing Resources, Inc. He is 52 years old and his address is 200 Park Avenue, New York, New York 10166. *DAVID P. FELDMAN, Board member. Corporate Vice President-Investment Management of AT&T. He is also a trustee of Corporate Property Investors, a real estate investment company. He is 56 years old and his address is One Oak Way, Berkeley Heights, New Jersey 07922. JACK R. MEYER, Board member. President and Chief Executive Officer of Harvard Management Company, an investment management company, since September 1990. For more than five years prior thereto, he was Treasurer and Chief Investment Officer of The Rockefeller Foundation. He is 50 years old and his address is 600 Atlantic Avenue, Boston, Massachusetts 02210. JOHN SZARKOWSKI, Board member. Director Emeritus of Photography at The Museum of Modern Art. Consultant in Photography. He is 70 years old and his address is Bristol Road Box 221, East Chatham, New York 12060. ANNE WEXLER, Board member. Chairman of the Wexler Group, consultants specializing in government relations and public affairs. She is also a director of Alumax, Comcast Corporation and The New England Electric System, Nova Corporation, and a member of the Board of the Carter Center of Emory University, the Council of Foreign Relations, the National Park Foundation, Visiting Committee of the John F. Kennedy School of Government at Harvard University and the Board of Visitors of the University of Maryland School of Public Affairs. She is 65 years old and her address is c/o The Wexler Group, 1317 F Street, N.W., Suite 600, Washington, D.C. 20004. For so long as the Fund's plan described in the section captioned "Shareholder Services Plan" remains in effect, the Board members of the Fund who are not "interested persons" of the Fund, as defined in the 1940 Act, will be selected and nominated by the Board members who are not "interested persons" of the Fund. The Fund typically pays its Board members an annual retainer and a per meeting fee and reimburses them for their expenses. The Chairman of the Board receives an additional 25% of such compensation. Emeritus Board members are entitled to receive an annual retainer and a per meeting fee of one-half the amount paid to them as Board members. The aggregate amount of compensation paid to each Board member by the Fund and by all other funds in the Dreyfus Family of Funds for which such person is a Board member (the number of which is set forth in parenthesis next to each Board member's total compensation) for the year ended December 31, 1995, were as follows:
(3) (5) (2) Pension or (4) Total Compensation (1) Aggregate Retirement Benefits Estimated Annual From Fund and Name of Board Compensation From Accrued as Part of Benefits Upon Fund Complex Member Fund* Fund's Expenses Retirement Paid to Board Member Joseph S. DiMartino $4,153 none none $445,000 (93) David P. Feldman $4,000 none none $ 85,631 (27) Jack R. Meyer $4,500 none none $ 21,875 (4) John Szarkowski $4,500 none none $ 21,875 (4) Anne Wexler $4,500 none none $ 26,329 (16) ____________________________ * Amount does not include reimbursed expenses for attending Board meetings, which amounted to $451 for all Board members as a group.
Officers of the Fund MARIE E. CONNOLLY, President and Treasurer. President and Chief Executive 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., the ultimate parent of which is Boston Institutional Group, 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 38 years old. JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President, General Counsel, Secretary and Clerk 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. He is 31 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 31 years old. ELIZABETH BACHMAN, Vice President and Assistant Secretary. Assistant Vice President of the Distributor and an officer of other investment companies advised or administered by Dreyfus. She is 26 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 33 years old. JOHN J. PYBURN, Assistant Treasurer. Assistant Treasurer 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 60 years old. MARGARET PARDO, Assistant Secretary. Legal Assistant with the Distributor and an officer of other investment companies advised or administered by Dreyfus. From June 1992 to April 1995, she was a Medical Coordination Officer at ORBIS International. Prior to June 1992, she worked as Program Coordinator at Physicians World Communications Group. She is 27 years old. The address of each officer of the Fund is 200 Park Avenue, New York, New York 10166. Board members and officers of the Fund, as a group, owned less than 1% of the Fund's shares outstanding on February 8, 1996. The following persons are known by the Fund to own of record 5% or more of the Fund's voting securities outstanding on February 8, 1996: Nationwide Variable Account II, P.O. Box 182029, Columbus, Ohio 43218-- 45.9%; Traverlers Fund U, One Tower Square, 12 NB-Roger Ferland, Hartford, Connecticut 06183--22.7% Unum Life Insurance Company VNUM TSA Annuity, 2211 Congress Street, Portland, Maine 04122--13.52; and Transamerica Occidental Life Insurance Company Seperate Account VA-2L, 1150 South Olive Street, Los Angeles California 90015--7.1393. A shareholder that owns, directely or indirectly, 256 or more of the Fund's voting securities may be deemded to be a "control person" (as defined in the 1940 Act) of the Fund. MANAGEMENT ARRANGEMENTS The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "Management of the Fund." Management Agreement. Dreyfus provides management services pursuant to the Management Agreement (the "Management Agreement") dated November 13, 1995, with the Fund, which is subject (after May 14, 1997) to annual approval by (i) the Fund's Board or (ii) vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, provided that in either event the continuance also is approved by a majority of the Board members who are not "interested persons" (as defined in the 1940 Act) of the Fund or Dreyfus 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 November 3, 1995 and was last approved by the Fund's Board, including a majority of the Board members who are not "interested persons" (as defined in the 1940 Act) of any party to the Management Agreement, at a meeting held on August 9, 1995. The Management Agreement is terminable without penalty, on 60 days' notice, by the Fund's Board 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 Management Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). 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; Christopher M. Condron, President, Chief Operating Officer and a director; Stephen E. Canter, Vice Chairman, Chief Investment Officer and a director; Lawrence S. Kash, Vice Chairman- Distribution and a director; Philip L. Toia, Vice Chairman-Operations and Administration and a director; William T. Sandalls, Jr., Senior Vice President and Chief Financial Officer; Barbara E. Casey, Vice President- Dreyfus Retirement Services; Diane M. Coffey, Vice President-Corporate Communications; Elie M. Genadry, Vice President-Institutional Sales; William F. Glavin, Jr., Vice President-Corporate Development; Mark N. Jacobs, Vice President-Legal and Secretary; Daniel C. Maclean, Vice President and General Counsel; Jeffrey N. Nachman, Vice President-Mutual Fund Accounting; Andrew S. Wasser, Vice President-Information Services; Katherine C. Wickham, Vice President-Human Resources; Maurice Bendrihem, Controller; Elvira Oslapas, Assistant Secretary; and Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene and Julian M. Smerling, directors. Dreyfus maintains office facilities on behalf of the Fund, and furnishes the Fund statistical and research data, clerical help, accounting, data processing, bookkeeping and internal auditing and certain other required services to the Fund. Dreyfus also may make such advertising and promotional expenditures, using its own resources, as it from time to time deems appropriate. Index Management Agreement. Mellon Equity provides investment advisory assistance and day-to-day management of the Fund's investments pursuant to the Index Management Agreement (the "Index Management Agreement") dated November 13, 1995 between Mellon Equity and Dreyfus. The Index Management Agreement is subject (after May 14, 1997) to annual approval by (i) the Fund's Board or (ii) vote of a majority (as defined in the 1940 Act) of the Fund's outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Fund's Board members who are not "interested persons" (as defined in the 1940 Act) of the Fund or Mellon Equity, by vote cast in person at a meeting called for the purpose of voting on such approval. The Index Management Agreement was approved by shareholders on November 3, 1995, and was approved by the Fund's Board, including a majority of Board members who are not "interested persons" of any party to the Index Management Agreement, at a meeting held on August 9, 1995. The Index Management Agreement is terminable without penalty (i) by Dreyfus on 60 days' notice, (ii) by the Fund's Board or by vote of the holders of a majority of the Fund's shares on 60 days' notice, or (iii) by Mellon Equity on not less than 90 days' notice. The Index Management Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement for any reason. The following persons are executive officers and/or directors of Mellon Equity: Phillip R. Roberts, Chairman of the Board; William P. Rydell, President and Chief Executive Officer; and W. Keith Smith, Director. Mellon Equity provides day-to-day management of the Fund's investments in accordance with the stated policies of the Fund, subject to the supervision of Dreyfus and approval of the Fund's Board. All purchases and sales are reported for the Board's review at the meeting subsequent to such transactions. Mellon Equity has agreed to pay for the custody services provided to the Fund by Boston Safe Deposit and Trust Company. Expenses. All expenses incurred in the operation of the Fund are borne by the Fund, except to the extent specifically assumed by Dreyfus and/or Mellon Equity. The expenses borne by the Fund include: organizational costs, taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of Dreyfus or Mellon Equity or any of their affiliates, Securities and Exchange Commission fees, state Blue Sky qualification fees, advisory fees, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining the Fund's existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders, costs of shareholder's reports and meetings, and any extraordinary expenses. As compensation for Dreyfus' services, the Fund has agreed to pay Dreyfus a monthly fee at the annual rate of .245 of 1% of the value of the Fund's average daily net assets. As compensation for Mellon Equity's services, Dreyfus has agreed to pay Mellon Equity a monthly fee at the annual rate of .095 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 shareholders. For the period November 13, 1995 (effective date of the Management Agreement and Index Management Agreement) through December 31, 1995, the Fund paid Dreyfus a management fee of $94,372 and Dreyfus paid Mellon Equity and index management fee of $36,593. From April 4, 1990 to November 13, 1995, Wells Fargo Nikko Investment Advisers ("WFNIA") served as the Fund's index fund manager. Pursuant to prior index management agreements with WFNIA, the Fund agreed to pay 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 years ended December 31, 1993 and 1994 and for the period January 1, 1995 through November 12, 1995 (termination date of the prior index management agreement), the index management fees payable to WFNIA managers amounted to $69,306, $116,361 and $223,935, respectively, fees were reduced by $42,790, $11,327, $62,783, $63,576 and $28,973, respectively, pursuant to undertakings by WFNIA, resulting in net fees being paid to WFNIA of $6,523 in fiscal 1993, $52,785 in fiscal 1994 and $194,962 in fiscal 1995. Prior to November 13, 1995, Dreyfus served as the Fund's administrator pursuant to an administration agreement with the Fund. As compensation for its administrative services, the Fund 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 fiscal years ended December 31, 1993 and 1994 and for the period January 1, 1995 through November 12, 1995 (termination date of the prior administration agreement), the administration fees payable to Dreyfus amounted to $69,306, $116,361 and $223,934 respectively, which amounts were reduced by $62,783, $63,577 and $28,972, respective, pursuant to the undertaking by Dreyfus, resulting in net fees being paid to Dreyfus of $6,523 in fiscal 1993, $52,784 in fiscal 1994 and in fiscal 1995. Dreyfus (and to a limited extent, Mellon Equity) have agreed that if in any fiscal year the aggregate expenses of the Fund (including fees pursuant to the Management 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 Dreyfus, and Dreyfus may deduct from the fees paid to Mellon Equity or Dreyfus and Mellon Equity will bear, such excess expense in proportion to their management fee and index management fee, to the extent required by state law. Such deduction or payment, if any, will be estimated daily and reconciled and effected or paid, as the case may be, on a monthly basis. The aggregate fees payable to Dreyfus and Mellon Equity is net 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 Fund's Board for its review. In addition, the Plan provides that material amendments of the Plan must be approved by the Board and by the Board members who are not "interested persons" (as defined in the 1940 Act) of the Fund and have no direct or indirect financial interest in the operation of the 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 Board members 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 Board members who are not "interested persons" (as defined in the 1940 Act) of the Fund and have no direct or indirect financial interest in the operation of the Plan. For the fiscal year ended December 31, 1995, $9,048 was charged to the Fund under the Plan. PURCHASE OF SHARES The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "How to Buy Shares." The Distributor. The Distributor serves as the Fund's distributor on a best efforts basis 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 SHARES The following information supplements and should be read in conjunction with the section in the Fund's Prospectus entitled "How to Redeem 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 Fund's Board 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 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 Fund's Board. 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, 1995 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. 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 The Advisers assume 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 the Advisers 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 the Advisers based upon their 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 years ended December 31, 1993, 1994 and 1995, the Fund paid total brokerage commissions of $66,766, $36,780 and $43,661, respectively, none of which was paid to the Distributor. No spreads or concessions were paid by the Fund for such 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 6.258 year periods ended December 31, 1995 was 36.78%, 15.94% and 12.31%, 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, 1995 was 106.88%. 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. TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL AND INDEPENDENT ACCOUNTANTS Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's transfer and dividend disbursing agent. Under a transfer agency agreement with the Fund, the Transfer Agent arranges for the maintenance of shareholder account records for the Fund, the handling of certain communications between shareholders and the Fund and the payment of dividends and distributions payable by the Fund. For these services, the Transfer Agent receives a monthly fee computed on the basis of the number of shareholder accounts it maintains for the Fund during the month, and is reimbursed for certain out-of-pocket expenses. Boston Safe Deposit and Trust Company (the "Custodian"), an indirect subsidiary of Mellon Bank Corporation, is located at One Boston Place, Boston, Massachusetts 02108, and serves as the custodian of the Fund. Under its Custody Agreement with the Fund, the Custodian holds the Fund's portfolio securities and keeps all necessary accounts and records. The Custodian's fees for its services to the Fund are paid by Mellon Equity. Neither the Transfer Agent nor the Custodian 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 being sold pursuant to the Fund's Prospectus. Coopers & Lybrand L.L.P., 1301 Avenue of the Americas, New York, New York 10019-6013, independent accountants, have been selected as auditors of the Fund. APPENDIX Description of S&P A-1 Commercial Paper Ratings: The rating A is the highest rating and is assigned by S&P to issues that are regarded as having the greatest capacity for timely payment. Issues in this category are delineated with the number 1, 2 or 3 to indicate the relative degree of safety. Paper rated A-1 indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign designation. Description of Moody's Prime-1 Commercial Paper Ratings: The rating Prime-1 (P-1) is the highest commercial paper rating assigned by Moody's. Issuers of P-1 paper must have a superior capacity for repayment of short-term promissory obligations, and ordinarily will be evidenced by leading market positions in well established industries, high rates of return on funds employed, conservative capitalization structures with moderate reliance on debt and ample asset protection, broad margins in earnings coverage of fixed financial charges and high internal cash generation, and well established access to a range of financial markets and Dreyfus Stock Index Fund _______________________________________- Statement of Investments December 31, 1995
Common Stocks-90.2% Shares Value ______ ______ Aerospace-1.9% Allied-Signal................................... 17,330 $ 823,175 Boeing.......................................... 21,047 1,649,559 General Dynamics................................ 3,828 226,331 Lockheed Martin................................. 12,245 967,355 McDonnell Douglas............................... 6,901 634,892 Northrop Grumman................................ 2,987 191,168 Rockwell International.......................... 13,361 706,463 Teledyne........................................ 3,425 87,772 United Technologies ............................ 7,445 706,344 ______ 5,993,059 ______ Agriculture & Food-2.8% Archer Daniels Midland ......................... 32,558 586,062 CPC International .............................. 8,981 616,321 Campbell Soup................................... 15,320 919,200 Conagra ........................................ 14,680 605,550 General Mills .................................. 9,776 564,564 Heinz (H.J.) ................................... 22,701 751,987 Hershey Foods................................... 4,702 305,630 Kellogg ........................................ 13,368 1,032,678 Pioneer Hi-Bred International................... 5,098 283,576 Quaker Oats..................................... 8,272 285,384 Sara Lee ....................................... 29,692 946,432 Unilever, N.V................................... 9,866 1,388,639 Wrigley (Wm) Jr. ............................... 7,089 372,172 ______ 8,658,195 ______ Air Transport-.3% AMR..........................................(a) 4,728 351,055 Delta Air Lines................................. 3,166 233,888 Federal Express..............................(a) 3,451 254,943 Southwest Airlines.............................. 8,824 205,158 USAir Group..................................(a) 3,803 50,390 ______ 1,095,434 ______ Aluminum-.4% Alcan Aluminium................................. 13,869 431,673 Aluminum Co. of America......................... 10,915 577,131 Reynolds Metals................................. 3,870 219,139 ______ 1,227,943 ______ Apparel & Textiles-.4% Brown Group..................................... 1,146 16,331 Fruit of the Loom, Cl. A.....................(a) 4,675 113,953 Liz Claiborne................................... 4,577 127,012 NIKE, Cl. B..................................... 8,766 610,333 Reebok International............................ 4,667 131,843 Russell......................................... 2,368 65,712 Springs Industries.............................. 1,147 47,457 Stride Rite..................................... 3,017 22,627 V.F. ........................................... 3,894 205,408 ______ 1,340,676 ______
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Automotive-2.0% Chrysler........................................ 23,524 $ 1,302,642 Dana............................................ 6,222 181,994 Echlin.......................................... 3,680 134,320 Fleetwood Enterprises........................... 2,797 72,023 Ford Motor...................................... 65,874 1,910,346 General Motors.................................. 45,852 2,424,425 NACCO Industries, Cl. A ........................ 533 29,581 Navistar International.......................(a) 4,634 48,657 PACCAR.......................................... 2,423 102,069 ______ 6,206,057 ______ Banking-5.8% Banc One........................................ 24,061 908,303 Bank of Boston.................................. 6,883 318,339 Bank of New York................................ 12,269 598,114 BankAmerica..................................... 22,724 1,471,379 Bankers Trust New York.......................... 4,857 322,991 Barnett Banks................................... 5,959 351,581 Boatmens Bancshares............................. 7,951 324,997 Chase Manhattan................................. 11,015 667,784 Chemical Banking................................ 15,339 901,166 Citicorp........................................ 26,093 1,754,754 Comerica........................................ 7,000 280,875 CoreStates Financial............................ 8,576 324,816 First Bank Systems.............................. 7,984 396,206 First Chicago................................... 19,733 779,454 First Fidelity Bancorp.......................... 4,972 374,765 First Interstate Bancorp........................ 4,653 635,135 First Union..................................... 10,467 582,227 Fleet Financial Group........................... 15,766 642,465 KeyCorp......................................... 14,491 525,299 Mellon Bank..................................... 8,099 435,321 Morgan (J.P.) & Co.............................. 11,499 922,795 National City................................... 9,023 298,887 NationsBank..................................... 16,614 1,156,750 Norwest......................................... 21,648 714,384 PNC Financial................................... 16,267 524,611 Republic New York............................... 3,450 214,331 SunTrust Banks.................................. 7,041 482,308 U.S. Bancorp.................................... 6,009 202,052 Wachovia........................................ 10,496 480,192 Wells Fargo & Co................................ 2,887 623,592 ______ 18,215,873 ______ Beverages-3.4% Anheuser-Busch Cos.............................. 15,594 1,042,849 Brown-Forman, Cl. B............................. 4,252 155,198 Coca-Cola....................................... 77,029 5,719,403 Coors (Adolph), Cl. B........................... 2,283 50,511 PepsiCo......................................... 48,375 2,702,953 Seagram......................................... 22,856 791,389
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Beverages (continued) Whitman......................................... 6,448 $ 149,916 ______ 10,612,219 ______ Capital Goods-5.3% Amdahl.......................................(a) 7,351 62,484 Briggs & Stratton............................... 1,815 78,726 Caterpillar..................................... 12,117 711,874 Cincinnati Milacron............................. 2,054 53,918 Crane........................................... 1,900 70,063 Cummins Engine.................................. 2,498 92,426 DSC Communications...........................(a) 7,057 260,227 Deere & Co...................................... 16,102 567,596 Dover........................................... 7,010 258,494 Dresser Industries.............................. 11,185 272,634 Eaton........................................... 4,802 257,507 Foster Wheeler.................................. 2,509 106,633 General Electric................................ 102,517 7,381,224 General Signal.................................. 2,931 94,891 Genuine Parts................................... 7,530 308,730 Giddings & Lewis................................ 2,144 35,376 Grainger (W.W.)................................. 3,171 210,079 Harnischfeger Industries........................ 2,968 98,686 Illinois Tool Works............................. 7,192 424,328 Ingersoll-Rand.................................. 6,653 233,687 Johnson Controls................................ 2,483 170,706 Mallinckrodt Group.............................. 4,752 172,854 McDermott International......................... 3,356 73,832 Minnesota Mining & Manufacturing................ 25,724 1,704,215 National Service Industries..................... 2,997 97,028 Owens-Corning Fiberglas......................(a) 3,112 139,651 Pall............................................ 7,060 189,764 Parker-Hannifin................................. 4,565 156,351 Perkin-Elmer.................................... 2,611 98,565 Premark International........................... 3,799 192,324 Raychem......................................... 2,683 152,596 Snap-On Tools................................... 2,483 112,356 Stanley Works................................... 2,722 140,183 3Com............................................ 6,600 307,725 Textron......................................... 5,221 352,417 Timken.......................................... 1,929 73,784 TRINOVA......................................... 1,775 50,809 TRW............................................. 4,009 310,697 Tyco Laboratories............................... 9,348 333,022 Varity.......................................(a) 2,556 94,891 ______ 16,503,353 ______ Chemicals-3.0%. Air Products & Chemicals........................ 6,817 359,597 Ashland Oil..................................... 3,922 137,760 Avery Dennison.................................. 3,261 163,458
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Chemicals (continued) Dow Chemical.................................... 16,092 $ 1,132,475 du Pont (E.I.) de Nemours....................... 34,130 2,384,834 Eastman Chemical................................ 4,924 308,366 Engelhard....................................... 8,823 191,900 FMC..........................................(a) 2,214 149,722 Goodrich (B.F.)................................. 1,595 108,659 Grace (W.R.) & Co............................... 5,925 350,316 Great Lakes Chemical............................ 3,934 283,248 Hercules........................................ 6,838 385,492 Monsanto........................................ 7,086 868,035 Morton International............................ 9,121 327,216 Nalco Chemical.................................. 4,139 124,687 Occidental Petroleum............................ 19,570 418,309 PPG Industries.................................. 12,031 550,418 Praxair......................................... 8,611 289,545 Rohm & Haas..................................... 4,109 264,517 Sigma Aldrich................................... 3,107 153,796 Union Carbide................................... 8,471 317,662 ______ 9,270,012 ______ Consumer Durables-.3% Black & Decker.................................. 5,296 186,684 Masco........................................... 9,834 308,542 Maytag.......................................... 6,643 134,521 Whirlpool....................................... 4,508 240,051 Zenith Electronics...........................(a) 2,492 17,132 ______ 886,930 ______ Construction-.2% Armstrong World Industries...................... 2,283 141,546 Centex.......................................... 1,600 55,600 Fluor........................................... 5,112 337,392 Sherwin-Williams................................ 5,206 212,144 ______ 746,682 ______ Containers-.2% Ball............................................ 1,850 50,875 Bemis........................................... 3,281 84,076 Crown Cork & Seal............................(a) 5,555 231,921 Temple-Inland................................... 3,446 152,055 ______ 518,927 ______ Cosmetics-1.2% Alberto Culver, Cl. B........................... 1,725 59,297 Avon Products................................... 4,198 316,424 Procter & Gamble................................ 42,079 3,492,557 ______ 3,868,278 ______ Drugs-7.3% ALZA.........................................(a) 5,080 125,730 Abbott Laboratories............................. 48,547 2,026,837 Allergan........................................ 3,909 127,043 American Home Products.......................... 19,209 1,863,273
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Drugs (continued) Amgen........................................(a) 16,338 $ 970,069 Bristol-Myers Squibb............................ 31,095 2,670,283 Johnson & Johnson............................... 39,773 3,405,563 Lilly (Eli) & Co................................ 33,860 1,904,625 Merck & Co...................................... 75,805 4,984,179 Pfizer.......................................... 38,936 2,452,968 Pharmacia & Upjohn.............................. 30,920 1,198,171 Schering-Plough................................. 22,574 1,235,926 ______ 22,964,667 ______ Electronics-3.6% AMP............................................. 13,310 510,771 Advanced Micro Devices.......................(a) 6,443 106,310 Andrew.......................................(a) 2,427 92,833 Cooper Industries............................... 6,621 243,322 Emerson Electric................................ 13,745 1,123,654 Harris.......................................... 2,438 133,176 Honeywell....................................... 7,794 378,983 Intel........................................... 50,566 2,869,620 LSI Logic....................................(a) 7,900 258,725 Loral........................................... 10,620 375,683 Micron Technology............................... 12,710 503,634 Motorola........................................ 36,213 2,064,141 National Semiconductor.......................(a) 7,560 168,210 Northern Telecom................................ 15,560 669,080 Raytheon........................................ 14,914 704,686 Scientific-Atlanta.............................. 4,773 71,595 Tektronix....................................... 2,015 98,987 Tellabs......................................(a) 5,414 200,318 Texas Instruments............................... 11,606 600,610 Thomas & Betts.................................. 1,096 80,830 ______ 11,255,168 ______ Finance-2.7% Ahmanson (H.F.) & Co............................ 7,201 190,827 American Express................................ 29,727 1,229,955 Beneficial...................................... 3,217 149,993 Dean Witter, Discover & Co...................... 10,363 487,107 Federal Home Loan Mortgage...................... 11,046 922,341 Federal National Mortgage Association........... 16,736 2,077,356 Golden West Financial........................... 3,610 199,453 Great Western Financial......................... 8,369 213,410 Household International......................... 6,019 355,873 MBNA............................................ 9,121 336,337 Merrill Lynch & Co.............................. 10,788 550,188 Morgan Stanley Group............................ 4,791 386,274 Salomon......................................... 6,578 233,519 Travelers Group................................. 19,572 1,230,589 ______ 8,563,222 ______
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Forest & Paper Products-1.6% Alco Standard................................... 6,894 $ 314,539 Boise Cascade................................... 2,913 100,863 Champion International.......................... 5,900 247,800 Federal Paper Board............................. 2,863 148,518 Georgia-Pacific................................. 5,622 385,810 International Paper............................. 15,596 590,698 James River..................................... 5,077 122,483 Kimberly-Clark.................................. 17,106 1,415,594 Louisiana-Pacific............................... 6,602 160,099 Mead............................................ 3,300 172,425 Potlatch........................................ 1,820 72,800 Stone Container................................. 5,905 84,884 Union Camp...................................... 4,298 204,692 Westvaco........................................ 6,233 172,966 Weyerhaeuser.................................... 12,347 534,008 Willamette Industries........................... 3,363 189,169 ______ 4,917,348 ______ Health Care-2.4% Bard (C.R.)..................................... 3,496 112,746 Bausch & Lomb................................... 3,551 140,708 Baxter International............................ 16,645 697,009 Becton Dickinson & Co........................... 4,088 306,600 Beverly Enterprises..........................(a) 6,031 64,079 Biomet.......................................(a) 7,042 125,876 Boston Scientific............................(a) 9,965 488,285 Columbia/HCA Healthcare......................... 27,369 1,388,977 Community Psychiatric Centers................(a) 2,663 32,622 Corning......................................... 14,070 450,240 Humana.......................................(a) 9,900 271,013 Manor Care...................................... 3,870 135,450 Medtronic....................................... 14,294 798,677 Millipore....................................... 2,780 114,327 St. Jude Medical.............................(a) 4,273 183,739 Tenet Healthcare.............................(a) 12,290 255,017 U.S. HealthCare................................. 9,455 439,657 U.S. Surgical................................... 3,460 73,957 United Healthcare............................... 10,728 702,684 Warner-Lambert.................................. 8,303 806,429 ______ 7,588,092 ______ Hotels & Restaurants-.9% Bally Entertainment..........................(a) 2,867 40,138 Darden Restaurants.............................. 9,776 116,090 Harrah's Entertainment.......................(a) 6,337 153,672 Hilton Hotels................................... 2,966 182,409 Luby's Cafeterias............................... 1,305 29,036 McDonald's...................................... 42,563 1,920,655 Marriott International.......................... 7,693 294,257 Ryan's Family Steak House....................(a) 3,261 22,827
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Hotels & Restaurants (continued) Shoney's.....................................(a) 2,508 $ 25,707 Wendy's International........................... 6,329 134,491 ______ 2,919,282 ______ Household Products-1.2% Clorox.......................................... 3,251 232,853 Colgate-Palmolive............................... 8,899 625,155 Dial ........................................... 5,770 170,936 Ecolab.......................................... 3,984 119,520 Gillette........................................ 27,200 1,417,800 International Flavors & Fragrances.............. 6,802 326,496 Newell.......................................... 9,694 250,832 Ralston-Purina Group............................ 6,481 404,252 Rubbermaid...................................... 9,674 246,687 ______ 3,794,531 ______ Insurance-3.3% Aetna Life & Casualty........................... 7,042 487,659 Allstate........................................ 27,508 1,131,271 American General................................ 12,522 436,705 American International Group.................... 29,051 2,687,218 CIGNA........................................... 4,623 477,325 Chubb........................................... 5,361 518,677 General Re...................................... 4,992 773,760 ITT............................................. 7,151 379,003 ITT Hartford Group.............................. 7,151 345,930 ITT Industries.................................. 7,151 171,624 Jefferson-Pilot................................. 4,338 201,717 Lincoln National................................ 6,390 343,463 Loews........................................... 7,194 563,830 Providian....................................... 5,869 239,162 SAFECO.......................................... 7,770 268,065 St. Paul Cos.................................... 5,171 287,637 Torchmark....................................... 4,435 200,684 Transamerica.................................... 4,219 307,460 UNUM............................................ 4,498 247,390 USF&G........................................... 6,900 116,437 USLIFE.......................................... 2,071 61,871 ______ 10,246,888 ______ Iron & Steel-.3% Armco........................................(a) 6,523 38,323 Bethlehem Steel..............................(a) 6,906 96,684 Inland Steel Industries......................... 3,007 75,551 Nucor........................................... 5,396 308,246 USX-U.S. Steel Group............................ 5,107 157,040 Worthington Industries.......................... 5,617 116,904 ______ 792,748 ______ Leisure-.2% Brunswick....................................... 5,890 141,360 Hasbro.......................................... 5,406 167,586
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Leisure (continued) Mattel.......................................... 13,574 $ 417,401 Outboard Marine................................. 1,141 23,248 ______ 749,595 ______ Media-2.2% Capital Cities/ABC.............................. 9,430 1,163,426 Comcast, Cl. A.................................. 14,686 267,102 Disney (Walt)................................... 32,076 1,892,484 Handleman....................................... 2,109 12,127 King World Productions.......................(a) 2,219 86,264 Tele-Communications, Cl. A...................(a) 40,089 796,769 Time Warner..................................... 23,705 897,827 Tribune......................................... 3,869 236,493 US West Media Group............................. 28,953 550,107 Viacom, Cl. B (non-voting)...................(a) 22,190 1,051,298 ______ 6,953,897 ______ Mining-.4% ASARCO.......................................... 2,653 84,896 Cyprus Amax Minerals............................ 5,685 148,521 Freeport-McMoran Copper, Cl.B................... 12,443 349,959 Inco............................................ 7,311 243,091 Phelps Dodge.................................... 4,238 263,815 ______ 1,090,282 ______ Oil-International-3.9% Chevron......................................... 40,057 2,102,993 Exxon........................................... 76,212 6,106,487 Mobil........................................... 24,317 2,723,504 Oryx Energy..................................(a) 6,424 85,921 Texaco.......................................... 16,214 1,272,799 ______ 12,291,704 ______ Oil-Petroleum Reserves-.8% Atlantic Richfield.............................. 9,909 1,097,422 Burlington Resources............................ 7,810 306,543 Kerr-McGee...................................... 3,192 202,692 Louisiana Land & Exploration.................... 2,029 86,993 Pennzoil........................................ 2,797 118,173 Phillips Petroleum.............................. 16,063 548,150 Santa Fe Energy Resources....................(a) 5,578 53,688 ______ 2,413,661 ______ Oil-Refining & Distribution-2.7% Amerada Hess.................................... 5,688 301,464 Amoco........................................... 30,484 2,191,038 Coastal......................................... 6,438 239,816 Royal Dutch Petroleum........................... 32,881 4,640,331 Sun............................................. 4,606 126,089 Unocal.......................................... 15,186 442,292 USX-Marathon Group.............................. 17,649 344,155 ______ 8,285,185 ______
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Oil-Service-.6% Baker Hughes.................................... 8,672 $ 211,380 Halliburton..................................... 6,993 354,021 Helmerich & Payne............................... 1,520 45,220 Rowan Cos....................................(a) 5,196 51,310 Schlumberger.................................... 14,836 1,027,393 Western Atlas................................(a) 3,217 162,458 ______ 1,851,782 ______ Photography-.5% Eastman Kodak................................... 21,006 1,407,402 Polaroid........................................ 2,812 133,218 ______ 1,540,620 ______ Pollution Control-.5% Browning-Ferris Industries...................... 13,073 385,654 Laidlaw Cl.B.................................... 18,056 185,074 Safety-Kleen.................................... 3,600 56,250 WMX Technologies................................ 29,841 891,500 ______ 1,518,478 ______ Precious Metals-.5% Barrick Gold.................................... 21,692 572,127 Echo Bay Mines.................................. 7,742 80,323 Homestake Mining................................ 8,437 131,828 Newmont Mining.................................. 5,757 260,549 Placer Dome..................................... 14,697 354,565 Santa Fe Pacific Gold........................... 8,103 98,261 ______ 1,497,653 ______ Producer Goods-3.8% Apple Computer.................................. 7,561 241,007 Applied Materials............................(a) 10,958 431,471 Cabletron Systems............................(a) 4,452 360,612 cisco Systems................................(a) 16,758 1,250,566 Compaq Computer..............................(a) 16,270 780,960 Cray Research................................(a) 1,435 35,516 Data General.................................(a) 2,274 31,268 Digital Equipment............................(a) 9,267 594,246 Hewlett-Packard................................. 31,391 2,628,996 International Business Machines................. 34,939 3,205,653 Pitney Bowes.................................... 9,290 436,630 Silicon Graphics.............................(a) 9,841 270,627 Sun Microsystems.............................(a) 11,670 532,444 Tandem Computers.............................(a) 7,166 76,139 Unisys.......................................(a) 10,477 58,933 Xerox........................................... 6,581 901,597 ______ 11,836,665 ______ Publishing-.7% American Greetings.............................. 4,543 125,500 Donnelley (R R) & Sons.......................... 9,465 372,684 Gannett......................................... 8,597 527,641
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Publishing (continued) Harland (John H.)............................... 1,925 $ 40,184 Jostens......................................... 2,292 55,581 Knight-Ridder................................... 3,056 191,000 McGraw-Hill..................................... 3,099 270,000 Meredith........................................ 1,714 71,774 Moore........................................... 6,154 114,618 New York Times, Cl. A........................... 5,944 176,091 Times Mirror, Cl. A............................. 6,898 233,670 ______ 2,178,743 ______ Railroads & Transit-1.1% Burlington Northern............................. 8,679 676,962 CSX............................................. 12,866 587,011 Conrail......................................... 5,082 355,740 Consolidated Freightways........................ 2,699 71,524 Norfolk Southern................................ 7,988 634,047 Roadway Services................................ 2,438 119,157 Union Pacific................................... 12,642 834,372 Yellow.......................................... 1,720 21,285 ______ 3,300,098 ______ Real Estate-0% Kaufman & Broad Home............................ 1,989 29,586 Pulte........................................... 1,660 55,817 ______ 85,403 ______ Retail-4.3% Albertson's..................................... 15,470 508,576 American Stores................................. 9,040 241,820 Charming Shoppes................................ 6,373 18,322 Circuit City Stores............................. 6,014 166,137 Dayton-Hudson................................... 4,368 327,600 Dillard Department Stores, Cl. A................ 6,947 197,990 Federated Department Stores..................(a) 12,400 341,000 Fleming Cos..................................... 2,268 46,778 Gap............................................. 8,821 370,482 Giant Food, Cl. A............................... 3,685 116,078 Great Atlantic & Pacific Tea.................... 2,388 54,924 Harcourt General................................ 4,472 187,265 Home Depot...................................... 29,281 1,401,828 K mart.......................................... 28,144 204,044 Kroger.......................................(a) 7,566 283,725 Limited......................................... 21,998 382,215 Longs Drug Stores............................... 1,142 54,673 Lowes Cos....................................... 9,824 329,104 May Department Stores........................... 15,290 646,003 Melville........................................ 6,455 198,491 Mercantile Stores............................... 2,234 103,322 Nordstrom....................................... 4,968 201,204 Penney (J.C.)................................... 13,872 660,654 Pep Boys-Manny, Moe & Jack...................... 3,840 98,400
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Retail (continued) Price/Costco.................................(a) 11,932 $ 181,963 Rite Aid........................................ 5,144 176,182 Sears, Roebuck & Co............................. 23,938 933,582 Supervalu....................................... 4,203 132,394 Sysco........................................... 11,160 362,700 TJX Cos......................................... 4,453 84,050 Tandy........................................... 3,863 160,314 Toys R Us....................................(a) 16,759 364,508 Wal-Mart Stores................................. 140,786 3,150,087 Walgreen........................................ 15,060 449,917 Winn-Dixie Stores............................... 9,276 342,052 Woolworth (F.W.)................................ 8,174 106,262 ______ 13,584,646 ______ Services-3.5% Alexander & Alexander Services.................. 2,697 51,243 Autodesk........................................ 2,912 99,736 Automatic Data Processing....................... 8,827 655,405 Block (H&R)..................................... 6,423 260,132 Ceridian.....................................(a) 4,062 167,558 Computer Associates International............... 14,796 841,523 Computer Sciences............................(a) 3,421 240,325 CUC International............................(a) 10,986 374,897 Deluxe.......................................... 5,101 147,929 Dow Jones & Co.................................. 5,909 235,621 Dun & Bradstreet................................ 10,348 670,033 EG&G............................................ 3,191 77,382 First Data...................................... 13,644 912,443 Intergraph...................................(a) 2,842 44,761 Interpublic Group of Cos........................ 4,762 206,552 Marsh & McLennan Cos............................ 4,447 394,671 Microsoft....................................(a) 36,311 3,186,290 Novell.......................................(a) 22,713 323,660 Ogden........................................... 2,969 63,462 Oracle.......................................(a) 26,644 1,129,039 Pittston........................................ 2,548 79,943 Ryder System.................................... 4,902 121,324 Service Corporation International............... 6,446 283,624 Shared Medical Systems.......................... 1,426 77,539 Westinghouse Electric........................... 25,522 421,113 ______ 11,066,205 ______ Tire & Rubber-.2% Cooper Tire and Rubber.......................... 5,146 126,720 Goodyear Tire & Rubber.......................... 9,353 424,392 ______ 551,112 ______ Tobacco-1.8% American Brands................................. 11,172 498,551 Philip Morris Cos............................... 51,523 4,662,831
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Tobacco (contined) Schweitzer-Mauduit International................ 883 $ 20,433 UST............................................. 11,873 396,261 ______ 5,578,076 ______ Utilities-Electric-3.4% American Electric Power......................... 11,438 463,239 Baltimore Gas & Electric........................ 9,018 257,013 Carolina Power & Light.......................... 9,404 324,438 Central & South West............................ 11,844 330,152 Cinergy......................................... 9,679 296,419 Consolidated Edison Co. of New York............. 14,457 462,624 Detroit Edison.................................. 8,911 307,430 Dominion Resources.............................. 10,617 437,951 Duke Power...................................... 12,617 597,730 Entergy......................................... 14,027 410,290 FPL Group....................................... 11,315 524,733 General Public Utilities........................ 7,141 242,794 Houston Industries.............................. 16,078 389,892 Niagara Mohawk Power............................ 8,887 85,537 Northern States Power........................... 4,184 205,539 Ohio Edison..................................... 9,410 221,135 PacifiCorp...................................... 17,465 371,131 Pacific Gas & Electric.......................... 26,071 739,765 PECO Energy..................................... 13,643 410,995 PP&L Resources.................................. 9,800 245,000 Public Service Enterprise Group................. 15,051 460,937 SCEcorp......................................... 27,289 484,380 Southern........................................ 40,891 1,006,941 Texas Utilities................................. 13,874 570,568 UniCom.......................................... 13,146 430,531 Union Electric.................................. 6,218 259,601 ______ 10,536,765 ______ Utilities-Gas-.9% Columbia Gas System..........................(a) 3,066 134,521 Consolidated Natural Gas........................ 5,695 258,411 Eastern Enterprises............................. 1,271 44,803 ENSERCH......................................... 4,239 68,884 Enron........................................... 15,455 589,222 NICOR........................................... 3,131 86,102 Noram Energy.................................... 7,595 67,406 ONEOK........................................... 1,675 38,316 Pacific Enterprises............................. 5,203 146,985 Panhandle Eastern............................... 9,166 255,502 Peoples Energy.................................. 2,164 68,707 Sonat........................................... 5,296 188,670 Tenneco......................................... 10,969 544,337 Williams Cos.................................... 6,227 273,210 ______ 2,765,076 ______
Dreyfus Stock Index Fund _______________________________________- Statement of Investments (continued) December 31, 1995
Common Stocks (continued) Shares Value ______ ______ Utilities-Telephone-7.7% ALLTEL.......................................... 11,556 $ 340,902 AT&T............................................ 97,720 6,327,370 AirTouch Communications......................(a) 30,439 859,902 Ameritech....................................... 33,987 2,005,233 Bell Atlantic................................... 26,835 1,794,591 BellSouth....................................... 61,022 2,654,457 GTE............................................. 59,452 2,615,888 MCI Communications.............................. 41,583 1,086,356 NYNEX........................................... 26,249 1,417,446 Pacific Telesis Group........................... 26,262 883,060 SBC Communications.............................. 37,355 2,147,912 Sprint.......................................... 21,359 851,690 US West......................................... 28,853 1,031,495 ______ 24,016,302 ______ TOTAL COMMON STOCKS (cost $235,303,221)........................... $281,877,532 ====== Preferred Stocks ______________________________________ Teledyne, Ser. E (cost $446)................................... 30 $ 435 ====== Principal Short-Term Investments-9.1% Amount ______________________________________ _____ U.S. Treasury Bills: 4.50%, 1/4/1996................................. $ 301,000 $ 300,904 5.28%, 1/11/1996................................ 8,400,000 8,386,812 5.25%, 1/18/1996.............................(b) 5,662,000 5,648,355 5.33%, 1/25/1996................................ 6,809,000 6,787,075 5.27%, 2/29/1996................................ 4,456,000 4,420,619 4.82%, 3/7/1996................................. 1,211,000 1,199,859 4.80%, 3/14/1996................................ 909,000 899,683 4.82%, 3/28/1996................................ 911,000 899,876 ______ TOTAL SHORT-TERM INVESTMENTS (cost $28,540,044) $ 28,543,183 ====== TOTAL INVESTMENTS (cost $263,843,711)....................................... 99.3% $310,421,150 ===== ====== CASH AND RECEIVABLES (NET).................................................. .7% $ 2,265,310 ===== ====== NET ASSETS.................................................................. 100.0% $312,686,460 ===== ======
Notes to Statement of Investments: _______________________________________- (a) Non-income producing. (b) Partially held by the custodian in a segregated account as collateral for open financial futures positions. See notes to financial statements. Dreyfus Stock Index Fund _______________________________________- Statement of Financial Futures December 31, 1995 Financial Futures Purchased; _______________________________________-
Market Value Unrealized Number of Covered (Depreciation) Issuer Contracts by Contracts Expiration at 12/31/95 ___- ______ _______ ______ ______ Standard & Poor's 500........................ 94 $29,067,150 March 1996 ($234,815) ======
See notes to financial statements. Dreyfus Stock Index Fund _______________________________________- Statement of Assets and Liabilities December 31, 1995 ASSETS: Investments in securities, at value (cost $263,843,711)-see statement..................................... $310,421,150 Cash.................................................................... 6,369,576 Dividends receivable.................................................... 612,437 Receivable for futures variation margin-Note 3(a)....................... 31,780 Prepaid expenses........................................................ 437 ______ 317,435,380 LIABILITIES: Due to The Dreyfus Corporation.......................................... $ 133,785 Dividends payable....................................................... 3,921,624 Payable for investment securities purchased............................. 460,307 Accrued expenses........................................................ 233,204 4,748,920 _____ ______ NET ASSETS.................................................................. $312,686,460 ====== REPRESENTED BY: Paid-in capital......................................................... $261,474,826 Accumulated undistributed investment income-net......................... 14,894 Accumulated undistributed net realized gain on investments.............. 4,854,116 Accumulated net unrealized appreciation on investments [including ($234,815) net unrealized (depreciation) on financial futures]-Note 3(b).................................................... 46,342,624 ______ NET ASSETS at value applicable to 18,177,360 shares outstanding (200 million shares of $.001 par value Common Stock authorized)...................... $312,686,460 ====== NET ASSET VALUE, per share ($312,686,460 / 18,177,360 shares)...................................... $17.20 ======
See notes to financial statements. Dreyfus Stock Index Fund _______________________________________- Statement of Operations year ended December 31, 1995 INVESTMENT INCOME: Income: Cash dividends (net of foreign taxes witheld at source of $18,048).... $4,429,014 Interest.............................................................. 763,272 ______ Total Income...................................................... $ 5,192,286 Expenses: Index management fee-Note 2(a)........................................ $223,935 Administration fee-Note 2(a).......................................... 318,306 Custodian fees-Note 2(c).............................................. 74,016 Professional fees..................................................... 58,508 Registration fees..................................................... 57,806 Directors' fees and expenses-Note 2(d)................................ 25,709 Prospectus and shareholders' reports.................................. 16,003 Shareholder servicing costs-Note 2(b)................................. 5,453 Miscellaneous......................................................... 4,722 ______ Total Expenses.................................................... 784,458 Less-reduction in index management fee and administration fee due to undertaking-Note 2(a)...................................... 57,945 ______ Net Expenses...................................................... 726,513 ______ INVESTMENT INCOME-NET............................................. 4,465,773 ______ REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments-Note 3(a).............................. $5,260,106 Net realized gain on financial futures-Note 3(a)........................ 2,814,896 ______ Net Realized Gain................................................. 8,075,002 Net unrealized appreciation on investments [including ($335,265) net unrealized (depreciation) on financial futures]....................... 43,128,888 ______ NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS.................. 51,203,890 ______ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS....................... $55,669,663 ======
See notes to financial statements. Dreyfus Stock Index Fund _______________________________________- Statement of Changes in Net Assets
Year Ended December 31, ____________________________ 1994 1995 ________ ______ OPERATIONS: Investment income-net................................................ $ 1,991,399 $ 4,465,773 Net realized gain on investments..................................... 199,553 8,075,002 Net unrealized appreciation (depreciation) on investments for the year (1,356,172) 43,128,888 ______ ______ Net Increase In Net Assets Resulting From Operations............... 834,780 55,669,663 ______ ______ DIVIDENDS TO SHAREHOLDERS: From investment income-net........................................... (1,968,656) (4,476,568) From net realized gain on investments................................ - (2,357,447) In excess of net realized gain on investments........................ (429,123) - ______ ______ Total Dividends.................................................... (2,397,779) (6,834,015) ______ ______ CAPITAL STOCK TRANSACTIONS: Net proceeds from shares sold........................................ 47,033,174 219,772,239 Dividends reinvested................................................. 2,397,779 6,834,015 Cost of shares redeemed.............................................. (12,380,738) (59,561,665) ______ ______ Increase In Net Assets From Capital Stock Transactions............. 37,050,215 167,044,589 ______ ______ Total Increase In Net Assets..................................... 35,487,216 215,880,237 NET ASSETS: Beginning of year.................................................... 61,319,007 96,806,223 ______ ______ End of year (including undistributed investment income-net: $25,689 in 1994 and $14,894 in 1995)............................... $ 96,806,223 $312,686,460 ====== ====== Shares Shares ______ ______ CAPITAL SHARE TRANSACTIONS: Shares sold.......................................................... 3,593,641 14,313,682 Shares issued for dividends reinvested............................... 186,922 417,105 Shares redeemed...................................................... (945,685) (4,033,543) ______ ______ Net Increase In Shares Outstanding................................. 2,834,878 10,697,244 ====== ======
See notes to financial statements. Dreyfus Stock Index Fund _______________________________________- Financial Highlights Reference is made to page 3 of the Fund's Prospectus dated May 1, 1996. Dreyfus Stock Index Fund _______________________________________- 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, 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. Effective November 13, 1995, The Dreyfus Corporation ("Dreyfus") serves as the Fund's manager and Mellon Equity Associates, an affiliate of Dreyfus ("Mellon Equity"), serves as the Fund's index manager. Boston Safe Deposit and Trust Company, an affiliate of Dreyfus, became the Fund's custodian. Dreyfus is a direct subsidiary of Mellon Bank, N.A. Premier Mutual Fund Services, Inc. (the "Distributor") acts as the distributor of the Fund's shares, which are sold to the public without a sales charge. The Distributor, located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned subsidiary of FDI Services, Inc., a provider of mutual fund administration services, which in turn is a wholly-owned subsidiary of FDI Holdings, Inc., the parent company of which is Boston Institutional Group, Inc. Prior to November 13, 1995, Wells Fargo Nikko Investment Advisor ("WFNIA") served as the Fund's index manager. In addition, Wells Fargo Institutional Trust Company, N.A. ("WFITC"), an affiliate of WFNIA, was the custodian of the Fund's investments. The Dreyfus Corporation ("Dreyfus") served as the Fund's administrator. (a) Portfolio valuation: Investments in securities (including financial futures) are valued at the last sales price on the securities exchange on which such securities are primarily traded or at the last sales price on the national securities market. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. Bid price is used when no asked price is available. 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. (d) Federal income taxes: It is the policy of the Fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from substantially all Federal income and excise taxes. Dreyfus Stock Index Fund _______________________________________ NOTES TO FINANCIAL STATEMENTS (continued) NOTE 2-Management Fee, Administration Fee and Other Transactions With Affiliates: (a) Effective November 13, 1995, pursuant to an Investment Advisory Agreement with Dreyfus, the investment advisory fee is computed at the annual rate of .245 of 1% of the average daily value of the Fund's net assets, and is payable monthly. Dreyfus has agreed to pay Mellon Equity, an affiliate of Dreyfus, a fee of .095 of 1% of the average daily value of the Fund's net assets. Prior to November 13, 1995, the Fund had an Index Management Agreement with WFNIA and an Administration Agreement with Dreyfus whereby, WFNIA and Dreyfus each received annual fees of .15 of 1% of the average daily value of the Fund's net assets. 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. The Dreyfus Corporation (and WFNIA through November 12, 1995) has currently undertaken from January 1, 1995 until December 31, 1995 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 Dreyfus. Pursuant to an undertaking, WFNIA and Dreyfus reduced the index management fee and the administration fee during the period January 1, 1995 to November 13, 1995, by $28,973 and $28,972, respectively. Effective December 1, 1995, the Fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, under a transfer agency agreement for providing personnel and facilities to perform transfer agency services for the Fund. Such compensation amounted to $21 for the period from December 1, 1995 through December 31, 1995. (b) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of the Manager, 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. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the Fund and providing reports and other information, and services related to the maintenance of shareholder accounts. During the year ended December 31, 1995, the Fund was charged an aggregate of $9,048 pursuant to the Shareholder Services Plan. (c) During the year ended December 31, 1995, Wells Fargo Institutional Trust Company, N.A. earned $74,016 for custodian services provided to the Fund. (d) Each director who is not an "affiliated person" as defined in the Act receives from the Fund an annual fee of $2,500 and an attendance fee of $500 per meeting. The Chairman of the Board receives an additional 25% of such compensation. Dreyfus Stock Index Fund _______________________________________- NOTES TO FINANCIAL STATEMENTS (continued) NOTE 3-Securities Transactions: (a) The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the year ended December 31, 1995 amounted to $166,667,593 and $21,149,100, respectively. The Fund may invest in trading financial futures contracts in order to gain exposure to or protect against changes in the market. The Fund is exposed to market risk as a result of changes in the value of the underlying financial instruments (see the 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 received or made 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. Contracts open at December 31, 1995 and their related unrealized market depreciation are set forth in the Statement of Financial Futures. (b) At December 31, 1995, accumulated net unrealized appreciation on investments was $46,342,624, consisting of $49,269,498 gross unrealized appreciation and $2,926,874 gross unrealized depreciation. At December 31, 1995, 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 _______________________________________- 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, including the statements of investments and financial futures, as of December 31, 1995, 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 three years in the period then ended, for the period September 1, 1992 to December 31, 1992, and the years ended August 31, 1992 and 1991. 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, 1995, 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, 1995, 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 13, 1996 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, 1994 and 1995. Included in Part B of the Registration Statement: Statement of Investments-- December 31, 1995. Statement of Financial Futures-- December 31, 1995. Statement of Assets and Liabilities-- December 31, 1995. Statement of Operations--For the fiscal year ended December 31, 1995. Statement of Changes in Net Assets--For the fiscal years ended December 31, 1994 and 1995. Notes to Financial Statements Report of Coopers & Lybrand L.L.P., Independent Accountants, dated February 27, 1996. 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) Management Agreement. (5)(b) Index Management Agreement. (6) Distribution Agreement is incorporated by reference to Exhibit (6) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed on March 2, 1995. (8) Custody Agreement. (9) Shareholder Services Plan is incorporated by reference to Exhibit (9) of Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A, filed on March 2, 1995. (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. 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, 1996 ______________ ______________________________ 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. _______ _____________________________________________________ The Dreyfus Corporation ("Dreyfus") and subsidiary companies comprise a financial service organization whose business consists primarily of providing investment management services as the investment adviser, manager and distributor for sponsored investment companies registered under the Investment Company Act of 1940 and as an investment adviser to institutional and individual accounts. Dreyfus also serves as sub-investment adviser to and/or administrator of other investment companies. Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily as a registered broker-dealer of shares of investment companies sponsored by Dreyfus and of other investment companies for which Dreyfus acts as investment adviser, sub-investment adviser or administrator. Dreyfus Management, Inc., another wholly-owned subsidiary, provides investment management services to various pension plans, institutions and individuals. Item 28. Business and Other Connections of Investment Adviser (continued) ________ ________________________________________________________________ Officers and Directors of Investment Adviser ____________________________________________ Name and Position with Dreyfus Other Businesses _________________ ________________ MANDELL L. BERMAN Real estate consultant and private investor Director 29100 Northwestern Highway, Suite 370 Southfield, Michigan 48034; Past Chairman of the Board of Trustees of Skillman Foundation. Member of The Board of Vintners Intl. FRANK V. CAHOUET Chairman of the Board, President and Director Chief Executive Officer: Mellon Bank Corporation**** Mellon Bank, N.A.**** Director: Avery Dennison Corporation 150 North Orange Grove Boulevard Pasadena, California 91103; Saint-Gobain Corporation 750 East Swedesford Road Valley Forge, Pennsylvania 19482; Teledyne, Inc. 1901 Avenue of the Stars Los Angeles, California 90067 ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc. Director 535 Madison Avenue New York, New York 10022; Director and member of the Executive Committee of Avnet, Inc.** LAWRENCE M. GREENE Director: Director Dreyfus America Fund JULIAN M. SMERLING None Director HOWARD STEIN Chairman of the Board: Chairman of the Board and Dreyfus Acquisition Corporation*; Chief Executive Officer The Dreyfus Consumer Credit Corporation*; Dreyfus Management, Inc.*; Dreyfus Service Corporation*; Chairman of the Board and Chief Executive Officer: Major Trading Corporation*; Director: Avnet, Inc.**; Dreyfus America Fund++++; The Dreyfus Fund International Limited+++++; World Balanced Fund+++; Dreyfus Partnership Management, Inc.*; Dreyfus Personal Management, Inc.*; Dreyfus Precious Metals, Inc.*; Dreyfus Service Organization, Inc.***; Seven Six Seven Agency, Inc.*; Trustee: Corporate Property Investors New York, New York W. KEITH SMITH Chairman and Chief Executive Officer: Vice Chairman of the Board The Boston Company***** Vice Chairman of the Board: Mellon Bank Corporation**** Mellon Bank, N.A.**** Director: Dentsply International, Inc. 570 West College Avenue York, Pennsylvania 17405 CHRISTOPHER M. CONDRON Vice Chairman: President, Chief Mellon Bank Corporation**** Operating Officer The Boston Company***** and Director Deputy Director: Mellon Trust**** Chief Executive Officer: The Boston Company Asset Management, Inc.***** President: Boston Safe Deposit and Trust Company***** STEPHEN E. CANTER Director: Vice Chairman and The Dreyfus Trust Company++ Chief Investment Officer, Formerly, Chairman and Chief Executive Officer: and a Director Kleinwort Benson Investment Management Americas Inc.* LAWRENCE S. KASH Chairman, President and Chief Vice Chairman-Distribution Executive Officer: and a Director The Boston Company Advisors, Inc. 53 State Street Exchange Place Boston, Massachusetts 02109 Executive Vice President and Director: Dreyfus Service Organization, Inc.***; Director: The Dreyfus Consumer Credit Corporation*; The Dreyfus Trust Company++; Dreyfus Service Corporation*; President: The Boston Company***** Laurel Capital Advisors**** Boston Group Holdings, Inc. Executive Vice President: Mellon Bank, N.A.**** Boston Safe Deposit & Trust***** PHILIP L. TOIA Chairman of the Board and Trust Investment Vice Chairman-Operations Officer: and Administration The Dreyfus Trust Company++; and a Director Chairman of the Board and Chief Operating Officer: Major Trading Corporation*; Director: Dreyfus Precious Metals, Inc.*; Dreyfus Service Corporation*; Seven Six Seven Agency, Inc.*; President and Director: Dreyfus Acquisition Corporation*; The Dreyfus Consumer Credit Corporation*; Dreyfus-Lincoln, Inc.*; Dreyfus Management, Inc.*; Dreyfus Personal Management, Inc.*; Dreyfus Partnership Management, Inc.+; Dreyfus Service Organization, Inc.***; The Truepenny Corporation*; Formerly, Senior Vice President: The Chase Manhattan Bank, N.A. and The Chase Manhattan Capital Markets Corporation One Chase Manhattan Plaza New York, New York 10081 WILLIAM T. SANDALLS, JR. Director: Senior Vice President and Dreyfus Partnership Management, Inc.*; Chief Financial Officer Seven Six Seven Agency, Inc.*; President and Director: Lion Management, Inc.*; Executive Vice President and Director: Dreyfus Service Organization, Inc.*; Vice President, Chief Financial Officer and Director: Dreyfus Acquisition Corporation*; Vice President and Director: The Dreyfus Consumer Credit Corporation*; The Truepenny Corporation*; Treasurer, Financial Officer and Director: The Dreyfus Trust Company++; Treasurer and Director: Dreyfus Management, Inc.*; Dreyfus Personal Management, Inc.*; Dreyfus Service Corporation*; Major Trading Corporation*; Formerly, President and Director: Sandalls & Co., Inc. BARBARA E. CASEY President: Vice President- Dreyfus Retirement Services Division; Dreyfus Retirement Executive Vice President: Services Boston Safe Deposit & Trust Co.***** Dreyfus Service Corporation* DIANE M. COFFEY None Vice President- Corporate Communications ELIE M. GENADRY President: Vice President- Institutional Services Division of Dreyfus Institutional Sales Service Corporation*; Broker-Dealer Division of Dreyfus Service Corporation*; Group Retirement Plans Division of Dreyfus Service Corporation; Executive Vice President: Dreyfus Service Corporation*; Dreyfus Service Organization, Inc.***; Vice President: The Dreyfus Trust Company++ JEFFREY N. NACHMAN None Vice President-Mutual Fund Accounting WILLIAM F. GLAVIN, JR. Executive Vice President: Vice President-Corporate Dreyfus Service Corporation*; Development Senior Vice President: The Boston Company Advisors, Inc. 53 State Street Exchange Place Boston, Massachusetts 02109 MARK N. JACOBS Vice President, Secretary and Director: Vice President- Lion Management, Inc.*; Legal, General Counsel Secretary: and Secretary The Dreyfus Consumer Credit Corporation*; Dreyfus Management, Inc.*; Assistant Secretary: Dreyfus Service Organization, Inc.***; Major Trading Corporation*; The Truepenny Corporation* ANDREW S. WASSER Vice President: Vice President-Information Mellon Bank Corporation**** Services MAURICE BENDRIHEM Treasurer: Controller Dreyfus Partnership Management, Inc.*; Dreyfus Precious Metals, Inc.*; Dreyfus Service Organization, Inc.***; Seven Six Seven Agency, Inc.*; The Truepenny Corporation*; Controller: Dreyfus Acquisition Corporation*; Dreyfus Service Corporation*; The Dreyfus Trust Company++; The Dreyfus Consumer Credit Corporation*; Formerly, Vice President-Financial Planning, Administration and Tax: Showtime/The Movie Channel, Inc. 1633 Broadway New York, New York 10019 ELVIRA OSLAPAS Assistant Secretary: Assistant Secretary Dreyfus Service Corporation*; Dreyfus Management, Inc.*; Dreyfus Acquisition Corporation, Inc.*; The Truepenny Corporation+ ______________________________________ * The address of the business so indicated is 200 Park Avenue, New York, New York 10166. ** The address of the business so indicated is 80 Cutter Mill Road, Great Neck, New York 11021. *** The address of the business so indicated is 131 Second Street, Lewes, Delaware 19958. **** The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258. ***** The address of the business so indicated is One Boston Place, Boston, Massachusetts 02108. + The address of the business so indicated is Atrium Building, 80 Route 4 East, Paramus, New Jersey 07652. ++ The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144. +++ The address of the business so indicated is One Rockefeller Plaza, New York, New York 10020. ++++ The address of the business so indicated is 2 Boulevard Royal, Luxembourg. +++++ The address of the business so indicated is Nassau, Bahama Islands. Item 28(b). Business and Other Connections of Sub-Investment Adviser ________ ___________________________________________________________ Registrant is fulfilling the requirement of this Item 28(b) to provide a list of the officers and directors of Mellon Equity Associates, the Registrant's sub-investment adviser (the "Sub-Adviser"), together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the Sub-Adviser or those of its officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV filed with the SEC pursuant to the Investment Advisers Act of 1940 by the Sub-Adviser (SEC File No. 801-28692). 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 GNMA Fund 7) Dreyfus BASIC Money Market Fund, Inc. 8) Dreyfus BASIC Municipal Fund, Inc. 9) Dreyfus BASIC U.S. Government Money Market Fund 10) Dreyfus California Intermediate Municipal Bond Fund 11) Dreyfus California Tax Exempt Bond Fund, Inc. 12) Dreyfus California Tax Exempt Money Market Fund 13) Dreyfus Capital Value Fund, Inc. 14) Dreyfus Cash Management 15) Dreyfus Cash Management Plus, Inc. 16) Dreyfus Connecticut Intermediate Municipal Bond Fund 17) Dreyfus Connecticut Municipal Money Market Fund, Inc. 18) Dreyfus Edison Electric Index Fund, Inc. 19) Dreyfus Florida Intermediate Municipal Bond Fund 20) Dreyfus Florida Municipal Money Market Fund 21) The Dreyfus Fund Incorporated 22) Dreyfus Global Bond Fund, Inc. 23) Dreyfus Global Growth Fund 24) Dreyfus GNMA Fund, Inc. 25) Dreyfus Government Cash Management 26) Dreyfus Growth and Income Fund, Inc. 27) Dreyfus Growth and Value Funds, Inc. 28) Dreyfus Growth Opportunity Fund, Inc. 29) Dreyfus Institutional Money Market Fund 30) Dreyfus Institutional Short Term Treasury Fund 31) Dreyfus Insured Municipal Bond Fund, Inc. 32) Dreyfus Intermediate Municipal Bond Fund, Inc. 33) Dreyfus International Equity Fund, Inc. 34) The Dreyfus/Laurel Funds, Inc. 35) The Dreyfus/Laurel Funds Trust 36) The Dreyfus/Laurel Tax-Free Municipal Funds 37) The Dreyfus/Laurel Investment Series 38) Dreyfus LifeTime Portfolios, Inc. 39) Dreyfus Liquid Assets, Inc. 40) Dreyfus Massachusetts Intermediate Municipal Bond Fund 41) Dreyfus Massachusetts Municipal Money Market Fund 42) Dreyfus Massachusetts Tax Exempt Bond Fund 43) Dreyfus Michigan Municipal Money Market Fund, Inc. 44) Dreyfus Money Market Instruments, Inc. 45) Dreyfus Municipal Bond Fund, Inc. 46) Dreyfus Municipal Cash Management Plus 47) Dreyfus Municipal Money Market Fund, Inc. 48) Dreyfus New Jersey Intermediate Municipal Bond Fund 49) Dreyfus New Jersey Municipal Bond Fund, Inc. 50) Dreyfus New Jersey Municipal Money Market Fund, Inc. 51) Dreyfus New Leaders Fund, Inc. 52) Dreyfus New York Insured Tax Exempt Bond Fund 53) Dreyfus New York Municipal Cash Management 54) Dreyfus New York Tax Exempt Bond Fund, Inc. 55) Dreyfus New York Tax Exempt Intermediate Bond Fund 56) Dreyfus New York Tax Exempt Money Market Fund 57) Dreyfus Ohio Municipal Money Market Fund, Inc. 58) Dreyfus 100% U.S. Treasury Intermediate Term Fund 59) Dreyfus 100% U.S. Treasury Long Term Fund 60) Dreyfus 100% U.S. Treasury Money Market Fund 61) Dreyfus 100% U.S. Treasury Short Term Fund 62) Dreyfus Pennsylvania Intermediate Municipal Bond Fund 63) Dreyfus Pennsylvania Municipal Money Market Fund 64) Dreyfus Short-Intermediate Government Fund 65) Dreyfus Short-Intermediate Municipal Bond Fund 66) Dreyfus Short-Term Income Fund, Inc. 67) The Dreyfus Socially Responsible Growth Fund, Inc. 68) Dreyfus Strategic Income 69) Dreyfus Strategic Investing 70) Dreyfus Tax Exempt Cash Management 71) The Dreyfus Third Century Fund, Inc. 72) Dreyfus Treasury Cash Management 73) Dreyfus Treasury Prime Cash Management 74) Dreyfus Variable Investment Fund 75) Dreyfus-Wilshire Target Funds, Inc. 76) Dreyfus Worldwide Dollar Money Market Fund, Inc. 77) General California Municipal Bond Fund, Inc. 78) General California Municipal Money Market Fund 79) General Government Securities Money Market Fund, Inc. 80) General Money Market Fund, Inc. 81) General Municipal Bond Fund, Inc. 82) General Municipal Money Market Fund, Inc. 83) General New York Municipal Bond Fund, Inc. 84) General New York Municipal Money Market Fund 85) Pacifica Funds Trust - Pacifica Prime Money Market Fund Pacifica Treasury Money Market Fund 86) Peoples Index Fund, Inc. 87) Peoples S&P MidCap Index Fund, Inc. 88) Premier Insured Municipal Bond Fund 89) Premier California Municipal Bond Fund 90) Premier Capital Growth Fund, Inc. 91) Premier Global Investing, Inc. 92) Premier GNMA Fund 93) Premier Growth Fund, Inc. 94) Premier Municipal Bond Fund 95) Premier New York Municipal Bond Fund 96) Premier State Municipal Bond Fund 97) Premier Strategic Growth Fund (b) Positions and Name and principal Positions and offices with offices with business address the Distributor Registrant __________________ ___________________________ _____________ Marie E. Connolly+ Director, President, Chief President and Executive Officer and Compliance Treasurer Officer Joseph F. Tower, III+ 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 Paul Prescott+ Vice President None Elizabeth Bachman++ Assistant Vice President Vice President and Assistant Secretary 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. First Data Investor Services Group, Inc., a subsidiary of First Data Corporation P.O. Box 9671 Providence, Rhode Island 02940-9671 2. Boston Safe Deposit and Trust Company One Boston Place Boston, Massachusetts 02108 3. Dreyfus Transfer, Inc. P.O. Box 9671 Providence, Rhode Island 02940-9671 4. The Dreyfus Corporation 200 Park Avenue New York, New York 10166 Item 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, 1996. 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 2/28/96 ______________________________ (Principal Executive, Financial Marie E. Connolly and Accounting Officer) /s/Joseph S. DiMartino* Chairman of the Board 2/28/96 _____________________________ of Directors Joseph S. DiMartino /s/David P. Feldman* Director 2/28/96 ______________________________ David P. Feldman /s/Jack R. Meyer* Director 2/28/96 ______________________________ Jack R. Meyer /s/John Szarkowski* Director 2/28/96 _____________________________ John Szarkowski /s/Anne Wexler* Director 2/28/96 _____________________________ Anne Wexler *BY: /s/ Eric B. Fischman __________________________ Eric B. Fischman, Attorney-in-Fact EXHIBIT INDEX ITEM EXHIBIT PAGE (5)(a) Management Agreement (5)(b) Index Management Agreement (8) Custody Agreement (11) Consent of Coopers & Lybrand L.L.P., Independent Accountants EX-99 2 MANAGEMENT AGREEMENT MANAGEMENT AGREEMENT DREYFUS LIFE AND ANNUITY INDEX FUND, INC. (d/b/a Dreyfus Stock Index Fund) 200 Park Avenue New York, New York 10166 November 13, 1995 The Dreyfus Corporation 200 Park Avenue New York, New York 10166 Dear Sirs: The above-named investment company (the "Fund") herewith confirms its agreement with you 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 charter documents 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 you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as its manager. In this connection it is understood that from time to time you will employ or associate with yourself such person or persons as you may believe to be particularly fitted to assist you in the performance of this Agreement. Such person or persons may be officers or employees who are employed by both you and the Fund. The compensation of such person or persons shall be paid by you and no obligation may be incurred on the Fund's behalf in any such respect. We have discussed and concur in your employing on this basis Mellon Equity Associates to act as the Fund's index manager (the "Index Manager") to provide day-to-day management of the Fund's investments. Subject to the supervision and approval of the Fund's Board, you will provide investment management of the Fund's portfolio in accordance with the Fund's investment objective and policies as stated in its Prospectus and Statement of Additional Information as from time to time in effect. In connection therewith, you will supervise the continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets conducted by the Index Manager. You and the Index Manager are authorized to invest the Fund's assets in securities issued by Mellon Bank Corporation, to the extent required or permitted by the Fund's investment objective and policies, and to the extent permitted by the U.S. Securities and Exchange Commission or other applicable authority. You will furnish to the Fund such statistical information, with respect to the investments which the Fund may hold or contemplate purchasing, as the Fund may reasonably request. The Fund wishes to be informed of important developments materially affecting its portfolio and shall expect you, on your own initiative, to furnish to the Fund from time to time such information as you may believe appropriate for this purpose. In addition, you will supply office facilities (which may be in your own offices), data processing services, clerical, accounting and bookkeeping services, internal auditing and legal services, internal executive and administrative services, and stationery and office supplies; prepare reports to the Fund's stockholders, tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; calculate the net asset value of the Fund's shares; and generally assist in all aspects of the Fund's operations. You shall have the right, at your expense, to engage other entities to assist you in performing some or all of the obligations set forth in this paragraph, 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. You shall exercise your best judgment in rendering the services to be provided to the Fund hereunder and the Fund agrees as an inducement to your undertaking the same that neither you nor the Index Manager shall 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 you or the Index Manager against any liability to the Fund or to its security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder, or to which the Index Manager would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties under its Index Management Agreement with you or by reason of its reckless disregard of its obligations and duties under said Agreement. In consideration of services rendered pursuant to this Agreement, the Fund will pay you on the first business day of each month a fee at the annual rate of .245 of 1% of the value of the Fund's average daily net assets. Net asset value shall be computed on such days and at such time or times as described in the Fund's then-current Prospectus and Statement of Additional Information. The fee for the period from the date hereof to the end of the month hereof shall be pro-rated according to the proportion which such period bears to the full monthly period, and upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to you, the value of the Fund's net assets 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. You will bear all expenses in connection with the performance of your services under this Agreement and will pay all fees of the Index Manager in connection with its duties in respect of the Fund. You will also pay for, or otherwise arrange for the payment of, the custody services to be provided to the Fund by Boston Safe Deposit and Trust Company. All other expenses to be incurred in the operation of the Fund (other than those borne by the Index Manager) will be borne by the Fund, except to the extent specifically assumed by you. The expenses to be borne by the Fund include, without limitation, the following: organizational costs, taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of you or any of your affiliates, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory fees, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining the Fund's existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing stockholders, costs of stockholders' reports and meetings, and any extraordinary expenses. If in any fiscal year the aggregate expenses of the Fund (including fees pursuant to this Agreement, but excluding interest, taxes, brokerage 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 hereunder, or you will bear, such excess expense to the extent required by state law. Your obligation pursuant hereto will be limited to the amount of your 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 you and the Index Manager now act, and that from time to time hereafter you or the Index Manager may act, as investment adviser to one or more other investment companies and fiduciary or other managed accounts, and the Fund has no objection to your and the Index Manager's so acting, provided that when the purchase or sale of securities of the same issuer is suitable for the investment objectives of two or more such companies or accounts which have available funds for investment, the available securities will be allocated in a manner believed to be equitable to each company or account. It is recognized that in some cases this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for or disposed of by the Fund. In addition, it is understood that the persons employed by you to assist in the performance of your duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict your right or the right of any of your affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. Neither you nor the Index Manager shall 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 this Agree- ment relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Agreement and, in the case of the Index Manager, for a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under its Index Management Agreement. Any person, even though also your officer, director, partner, employee or agent, who may be or become an officer, Board member, 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 your officer, director, partner, employee or agent or one under your control or direction even though paid by you. This Agreement shall continue until May 14, 1997, and thereafter 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 or (ii) vote of a majority (as defined in the Investment Company Act of 1940, as amended) of the Fund's outstanding voting securities, provided that in either event its continuance also is approved by a majority of the Fund's 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 the Fund's Board or by vote of holders of a majority of the Fund's shares or, upon not less than 90 days' notice, by you. This Agreement also will terminate automatically in the event of its assignment (as defined in said Act). The Fund recognizes that from time to time your directors, officers and employees may serve as directors, trustees, partners, officers and employees of other corporations, business trusts, partnerships or other entities (including other investment companies) and that such other entities may include the name "Dreyfus" as part of their name, and that your corporation or its affiliates may enter into investment advisory or other agreements with such other entities. If you cease to act as the Fund's investment adviser, the Fund agrees that, at your 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. The Fund is agreeing to the provisions of this Agreement that limit the Index Manager's liability and other provisions relating to the Index Manager so as to induce the Index Manager to enter into its Index Management Agreement with you and to perform its obligations thereunder. The Index Manager is expressly made a third party beneficiary of this Agreement with rights as respects the Fund to the same extent as if it had been a party hereto. 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:___________________________ Accepted: THE DREYFUS CORPORATION By:_______________________________ EX-99 3 INDEX MANAGEMENT AGREEMENT INDEX MANAGEMENT AGREEMENT THE DREYFUS CORPORATION 200 Park Avenue New York, New York 10166 November 13, 1995 Mellon Equity Associates 500 Grant Street Pittsburgh, Pennsylvania 15258 Dear Sirs: As you are aware, Dreyfus Life and Annuity Index Fund, Inc. (d/b/a Dreyfus Stock Index Fund) (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 charter documents 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 you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund employs The Dreyfus Corporation ("Dreyfus") pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. Dreyfus desires to employ you to act as the Fund's index manager. In this connection, it is understood that from time to time you will employ or associate with yourself such person or persons as you may believe to be particularly fitted to assist you in the performance of this Agreement. Such person or persons may be officers or employees who are employed by both you and the Fund. The compensation of such person or persons shall be paid by you and no obligation may be incurred on the Fund's behalf in any such respect. Subject to the supervision and approval of Dreyfus, you will provide investment management of the Fund's portfolio in accordance with the Fund's investment objective and policies as stated in the Fund's Prospectus and Statement of Additional Information as from time to time in effect. In connection therewith, you will supervise the Fund's investments and, if appropriate, the sale and reinvestment of the Fund's assets. You are authorized to invest the Fund's assets in securities issued by Mellon Bank Corporation, to the extent required or permitted by the Fund's investment objective and policies, and to the extent permitted by the U.S. Securities and Exchange Commission or other applicable authority. You will furnish to Dreyfus or the Fund such statistical information, with respect to the investments which the Fund may hold or contemplate purchasing, as Dreyfus or the Fund may reasonably request. The Fund and Dreyfus wish to be informed of important developments materially affecting the Fund's portfolio and shall expect you, on your own initiative, to furnish to the Fund or Dreyfus from time to time such information as you may believe appropriate for this purpose. You shall exercise your best judgment in rendering the services to be provided hereunder, and Dreyfus agrees as an inducement to your undertaking the same that you shall not be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Fund or Dreyfus, provided that nothing herein shall be deemed to protect or purport to protect you against any liability to Dreyfus, the Fund or the Fund's security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder. In consideration of the services rendered pursuant to this Agreement, Dreyfus will pay you, on the first business day of each month, out of the management fee it receives and only to the extent thereof, a fee calculated daily and paid monthly at the annual rate of .095 of 1% of the value of the Fund's average daily net assets, for the preceding month. Net asset value shall be computed on such days and at such time or times as described in the Fund's then-current Prospectus and Statement of Additional Information. The fee for the period from the date hereof to the end of the month hereof shall be pro-rated according to the proportion which such period bears to the full monthly period, and upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable within 10 business days of date of termination of this Agreement. For the purpose of determining fees payable to you, the value of the Fund's net assets 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. You will bear all expenses in connection with the performance of your services under this Agreement. You also will pay, out of your fee to be received hereunder or from other sources available to you, for the custody services to be provided to the Fund by Boston Safe Deposit and Trust Company. All other expenses to be incurred in the operation of the Fund (other than those borne by Dreyfus) will be borne by the Fund, except to the extent specifically assumed by you. The expenses to be borne by the Fund include, without limitation, the following: organizational costs, taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of you or Dreyfus or any affiliate of you or Dreyfus, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory fees, transfer and dividend disbursing agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining the Fund's existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing stockholders, costs of stockholders' reports and meetings, and any extraordinary expenses. If in any fiscal year the aggregate expenses of the Fund (including fees pursuant to the Fund's Management Agreement, but excluding interest, taxes, brokerage 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, Dreyfus may deduct from the fees to be paid hereunder, or you will bear such excess expense on a pro-rata basis with Dreyfus, in the proportion ("Your Proportion") that the index management fee payable to you pursuant to this Agreement bears to the fee payable to Dreyfus pursuant to the Management Agreement, to the extent required by state law. If Dreyfus fails to receive any portion of its fees under the Management Agreement, for any reason other than Dreyfus' voluntary waiver of such fees, your fee under this Agreement shall be reduced by Your Proportion of the amount which Dreyfus shall not have received. If Dreyfus waives receipt of any portion of its fees under the Management Agreement, your fee under this Agreement shall be reduced by Your Proportion of the amount which Dreyfus shall have waived, provided that in no event will any such waiver reduce the fee to be paid to you hereunder below the annual rate of .055 of 1% of the value of the Fund's average daily net assets during the period of such waiver. Dreyfus agrees to notify you in advance of any such waiver. Your obligations pursuant to this paragraph will be limited to the amount of your 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. Dreyfus understands that you now act, and that from time to time hereafter you may act, as investment adviser to one or more other investment companies and fiduciary or other managed accounts, and Dreyfus has no objection to your so acting, provided that when purchase or sale of securities of the same issuer is suitable for the investment objectives of two or more companies or accounts managed by you which have available funds for investment, the available securities will be allocated in a manner believed by you to be equitable to each company or account. It is recognized that in some cases this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for or disposed of by the Fund. In addition, it is understood that the persons employed by you to assist in the performance of your duties hereunder will not devote their full time to such services and nothing contained herein shall be deemed to limit or restrict your right or the right of any of your affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. You shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or Dreyfus in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Agreement. Any person, even though also your officer, director, partner, employee or agent, who may be or become an officer, Board member, 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 your officer, director, partner, employee, or agent or one under your control or direction even though paid by you. This Agreement shall continue until May 14, 1997, and thereafter 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 or (ii) vote of a majority (as defined in the Investment Company Act of 1940, as amended) of the Fund's outstanding voting securities, provided that in either event its continuance also is approved by a majority of the Fund's 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 (i) by Dreyfus upon 60 days' notice to you, (ii) by the Fund's Board or by vote of the holders of a majority of the Fund's shares upon 60 days' notice to you, or (iii) by you upon not less than 90 days' notice to the Fund and Dreyfus. This Agreement also will terminate automatically in the event of its assignment (as defined in said Act). In addition, notwithstanding anything herein to the contrary, if the Management Agreement terminates for any reason, this Agreement shall terminate effective upon the date the Management Agreement terminates. 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, THE DREYFUS CORPORATION By:_________________________ Accepted: MELLON EQUITY ASSOCIATES By:__________________________ EX-99 4 CUSTODY AGREEMENT CUSTODY AGREEMENT AGREEMENT dated as of November 13, 1995, between DREYFUS LIFE AND ANNUITY INDEX FUND, INC., D/B/A DREYFUS STOCK INDEX FUND, a corporation organized under the laws of the State of Maryland (the "Fund"), having its principal office and place of business at 200 Park Avenue, New York, New York 10166, and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Custodian"), a Massachusetts trust company with its principal place of business at One Boston Place, Boston, Massachusetts 02108. W I T N E S S E T H: That for and in consideration of the mutual promises hereinafter set forth, the Fund and the Custodian agree as follows: 1. Definitions. Whenever used in this Agreement or in any Schedules to this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: (a) "Affiliated Person" shall have the meaning of the term within Section 2(a)3 of the 1940 Act. (b) "Authorized Person" shall mean those persons duly authorized by the Board of Directors of the Fund to give Oral Instructions and Written Instructions on behalf of the Fund and listed in the certification annexed hereto as Appendix A or such other certification as may be received by the Custodian from time to time. (c) "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry system for United States and federal agency Securities, its successor or successors and its nominee or nominees, in which the Custodian is hereby specifically authorized and instructed on a continuous and on-going basis to deposit all Securities eligible for deposit therein, and to utilize the Book-Entry System to the extent possible in connection with its performance hereunder. (d) "Business Day" shall mean each day on which the Fund is required to determine its net asset value, and any other day on which the Securities and Exchange Commission may require the Fund to be open for business. (e) "Certificate" shall mean any notice, instruction or other instrument in writing, authorized or required by this Agreement to be given to the Custodian, which is actually received by the Custodian and signed on behalf of the Fund by any two Authorized Persons or any two officers thereof. (f) "Articles of Incorporation" shall mean the Articles of Incorporation of the Fund dated January 23, 1989 as the same may be amended from time to time. (g) "Depository" shall mean The Depository Trust Company ("DTC"), a clearing agency registered with the Securities and Exchange Commission under Section 17(a) of the Securities Exchange Act of 1934, as amended, its successor or successors and its nominee or nominees, in which the Custodian is hereby specifically authorized and instructed on a continuous and on-going basis to deposit all Securities eligible for deposit therein, and to utilize the Book-Entry System to the extent possible in connection with its performance hereunder. The term "Depository" shall further mean and include any other person to be named in a Certificate authorized to act as a depository under the 1940 Act, its successor or successors and its nominee or nominees. (h) "Money Market Security" shall be deemed to include, without limitation, debt obligations issued or guaranteed as to interest and principal by the government of the United States or agencies or instrumentalities thereof ("U.S. government securities"), commercial paper, bank certificates of deposit, bankers' acceptances and short-term corporate obligations, where the purchase or sale of such securities normally requires settlement in federal funds on the same day as such purchase or sale, and repurchase and reverse repurchase agreements with respect to any of the foregoing types of securities and bank time deposits. (i) "Oral Instructions" shall mean verbal instructions actually received by the Custodian from a person reasonably believed by the Custodian to be an Authorized Person. (j) "Prospectus" shall mean the Fund's current prospectus and statement of additional information relating to the registration of the Fund's Shares under the Securities Act of 1933, as amended. (k) "Shares" shall mean all or any part of each class of Common Stock of the Fund listed in the Certificate annexed hereto as Appendix B, as it may be amended from time to time, which from time to time are authorized and/or issued by the Fund. (l) "Security" or "Securities" shall be deemed to include bonds, debentures, notes, stocks, shares, evidences of indebtedness, and other securities, commodities interests and investments from time to time owned by the Fund. (m) "Transfer Agent" shall mean the person which performs the transfer agent, dividend disbursing agent and shareholder servicing agent functions for the Fund. (n) "Written Instructions" shall mean a written communication actually received by the Custodian from a person reasonably believed by the Custodian to be an Authorized Person by any system, including, without limitation, electronic transmissions, facsimile and telex, whereby the receiver of such communication is able to verify by codes or otherwise with a reasonable degree of certainty the authenticity of the sender of such communication. (o) The "1940 Act" refers to the Investment Company Act of 1940, and the Rules and Regulations thereunder, all as amended from time to time. 2. Appointment of Custodian. (a) The Fund hereby constitutes and appoints the Custodian as custodian of all the Securities and monies at the time owned by or in the possession of the Fund during the period of this Agreement. (b) The Custodian hereby accepts appointment as such custodian and agrees to perform the duties thereof as hereinafter set forth. 3. Compensation. (a) The Fund will compensate the Custodian for its services rendered under this Agreement in accordance with the fees set forth in the Fee Schedule annexed hereto as Schedule A and incorporated herein. Such Fee Schedule does not include out-of-pocket disbursements of the Custodian for which the Custodian shall be entitled to bill separately. Out-of-pocket disbursements shall consist of the items specified in the Schedule of Out-of-pocket charges annexed hereto as Schedule B and incorporated herein, which schedule may be modified by the Custodian upon not less than thirty days prior written notice to the Fund. (b) Any compensation agreed to hereunder may be adjusted from time to time by attaching to Schedule A of this Agreement a revised Fee Schedule, dated and signed by an Authorized Officer or authorized representative of each party hereto. (c) The Custodian will bill the Fund as soon as practicable after the end of each calendar month, and said billings will be detailed in accordance with Schedule A, as amended from time to time. The Fund will promptly pay to the Custodian the amount of such billing. The Custodian may charge against any monies held on behalf of the Fund pursuant to this Agreement such compensation and disbursements incurred by the Custodian in the performance of its duties pursuant to this Agreement. The Custodian shall also be entitled to charge against any money held on behalf of the Fund pursuant to this Agreement the amount of any loss, damage, liability or expense incurred with respect to the Fund, including counsel fees, for which it shall be entitled to reimbursement under the provisions of this Agreement. 4. Custody of Cash and Securities. (a) Receipt and Holding of Assets. The Fund will deliver or cause to be delivered to the Custodian or its permitted Sub-Custodians all Securities and monies owned by it at any time during the period of this Agreement. The Custodian will not be responsible for such Securities and monies until actually received by it. The Fund shall instruct the Custodian from time to time in its sole discretion, by means of Written Instructions, or, in connection with the purchase or sale of Money Market Securities, by means of Oral Instructions confirmed in writing in accordance with Section 11(h) hereof or Written Instructions, as to the manner in which and in what amounts Securities and monies are to be deposited on behalf of the Fund in the Book-Entry System or the Depository. Securities and monies of the Fund deposited in the Book- Entry System or the Depository will be represented in accounts which include only assets held by the Custodian for customers, including but not limited to accounts for which the Custodian acts in a fiduciary or representative capacity. (b) Accounts and Disbursements. The Custodian shall establish and maintain a separate account for the Fund and shall credit to the separate account all monies received by it for the account of such Fund and shall disburse the same only: 1. In payment for Securities purchased for the Fund, as provided in Section 5 hereof; 2. In payment of dividends or distributions with respect to the Shares, as provided in Section 7 hereof; 3. In payment of original issue or other taxes with respect to the Shares, as provided in Section 8 hereof; 4. In payment for Shares which have been redeemed by the Fund, as provided in Section 8 hereof; 5. Pursuant to a Certificate setting forth the name and address of the person to whom the payment is to be made, the amount to be paid and the purpose for which payment is to be made, provided that in the event of disbursements pursuant to this Sub-section 4(b)(5), the Fund shall indemnify and hold the Custodian harmless from any claims or losses arising out of such disbursements in reliance on such Certificate; or 6. In payment of fees and in reimbursement of the expenses and liabilities of the Custodian attributable to the Fund, as provided in Sections 3 and 11(i). (c) Confirmation and Statements. Promptly after the close of business on each day, the Custodian shall furnish the Fund with confirmations and a summary of all transfers to or from the account of the Fund during said day. Where securities purchased by the Fund are in a fungible bulk of securities registered in the name of the Custodian (or its nominee) or shown on the Custodian's account on the books of the Depository or the Book-Entry System, the Custodian shall by book entry or otherwise identify the quantity of those securities belonging to the Fund. At least monthly, the Custodian shall furnish the Fund with a detailed statement of the Securities and monies held for the Fund under this Agreement. (d) Registration of Securities and Physical Separation. All Securities held for the Fund which are issued or issuable only in bearer form, except such Securities as are held in the Book-Entry System, shall be held by the Custodian in that form; all other Securities held for the Fund may be registered in the name of the Fund, in the name of the Custodian, in the name of any duly appointed registered nominee of the Custodian as the Custodian may from time to time determine, or in the name of the Book- Entry System or the Depository or their successor or successors, or their nominee or nominees. The Fund reserves the right to instruct the Custodian as to the method of registration and safekeeping of the Securities. The Fund agrees to furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of its registered nominee or in the name of the Book-Entry System or the Depository, any Securities which it may hold for the account of the Fund and which may from time to time be registered in the name of the Fund. The Custodian shall hold all such Securities specifically allocated to the Fund which are not held in the Book-Entry System or the Depository in a separate account for the Fund in the name of the Fund physically segregated at all times from those of any other person or persons. (e) Segregated Accounts. Upon receipt of a Certificate the Custodian will establish segregated accounts on behalf of the Fund to hold liquid or other assets as it shall be directed by a Certificate and shall increase or decrease the assets in such segregated accounts only as it shall be directed by subsequent Certificate. (f) Collection of Income and Other Matters Affecting Securities. Unless otherwise instructed to the contrary by a Certificate, the Custodian by itself, or through the use of the Book-Entry System or the Depository with respect to Securities therein deposited, shall with respect to all Securities held for the Fund in accordance with this Agreement: 1. Collect all income due or payable; 2. Present for payment and collect the amount payable upon all Securities which may mature or be called, redeemed, retired or otherwise become payable. Notwithstanding the foregoing, the Custodian only shall have such responsibility to the Fund for Securities which are called if either (i) the Custodian received a written notice of such call; or (ii) notice of such call appears in one or more of the publications listed in Appendix C annexed hereto, which may be amended at any time by the Custodian upon five (5) Business Days prior notification to the Fund; 3. Surrender Securities in temporary form for definitive Securities; 4. Execute any necessary declarations or certificates of ownership under the Federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect; and 5. Hold directly, or through the Book-Entry System or the Depository with respect to Securities therein deposited, for the account of the Fund all rights and similar Securities issued with respect to any Securities held by the Custodian hereunder for the Fund. (g) Delivery of Securities and Evidence of Authority. Upon receipt of a Certificate, the Custodian, directly or through the use of the Book-Entry System or the Depository, shall: 1. Execute and deliver or cause to be executed and delivered to such persons as may be designated in such Certificate, proxies, consents, authorizations, and any other instruments whereby the authority of the Fund as owner of any Securities may be exercised; 2. Deliver or cause to be delivered any Securities held for the Fund in exchange for other Securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, merger, consolidation or recapitalization of any corporation, or the exercise of any conversion privilege; 3. Deliver or cause to be delivered any Securities held for the Fund to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation or recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement in the separate account for the Fund such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery; 4. Make or cause to be made such transfers or exchanges of the assets specifically allocated to the separate account of the Fund and take such other steps as shall be stated in a Certificate to be for the purpose of effectuating any duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Fund; 5. Deliver Securities upon the receipt of payment in connection with any repurchase agreement related to such Securities entered into by the Fund; 6. Deliver Securities owned by the Fund to the issuer thereof or its agent when such Securities are called or otherwise become payable. Notwithstanding the foregoing, the Custodian shall have no responsibility for monitoring or ascertaining any call, redemption or retirement dates with respect to put bonds which are owned by the Fund and held by the Custodian or its nominees. Nor shall the Custodian have any responsibility or liability to the Fund for any loss by the Fund for any missed payments or other defaults resulting therefrom; unless the Custodian received timely notification from the Fund specifying the time, place and manner for the presentment of any such put bond owned by the Fund and held by the Custodian or its nominee. The Custodian shall not be responsible and assumes no liability to the Fund for the accuracy or completeness of any notification the Custodian may furnish to the Fund with respect to put bonds 7. Deliver Securities for delivery in connection with any loans of Securities made by the Fund but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund which may be in the form of cash or U.S. government securities or a letter of credit; 8. Deliver Securities for delivery as security in connection with any borrowings by the Fund requiring a pledge of Fund assets, but only against receipt of amounts borrowed; 9. Deliver Securities upon receipt of a Certificate from the Fund for delivery to the Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the Fund's Prospectus, in satisfaction of requests by holders of Shares for repurchase or redemption; 10. Deliver Securities as collateral in connection with short sales by the Fund of common stock for which the Fund owns the stock or owns preferred stocks or debt securities convertible or exchangeable, without payment or further consideration, into shares of the common stock sold short; 11. Deliver Securities for any purpose expressly permitted by and in accordance with procedures described in the Fund's Prospectus; and 12. Deliver Securities for any other proper business purpose, but only upon receipt of, in addition to Written Instructions, a certified copy of a resolution of the Board of Directors signed by an Authorized Person and certified by the Secretary of the Fund, specifying the Securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper business purpose, and naming the person or persons to whom delivery of such Securities shall be made. (h) Endorsement and Collection of Checks, Etc. The Custodian is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received by the Custodian for the account of the Fund. 5. Purchase and Sale of Investments of the Fund. (a) Promptly after each purchase of Securities for the Fund, the Fund shall deliver to the Custodian (i) with respect to each purchase of Securities which are not Money Market Securities, a Certificate; and (ii) with respect to each purchase of Money Market Securities, either a Written Instruction or Oral Instruction, in either case specifying with respect to each purchase: (1) the name of the issuer and the title of the Securities; (2) the number of shares or the principal amount purchased and accrued interest, if any; (3) the date of purchase and settlement; (4) the purchase price per unit; (5) the total amount payable upon such purchase; (6) the name of the person from whom or the broker through whom the purchase was made, if any; and (7) whether or not such purchase is to be settled through the Book-Entry System or the Depository. The Custodian shall receive the Securities purchased by or for the Fund and upon receipt of Securities shall pay out of the monies held for the account of the Fund the total amount payable upon such purchase, provided that the same conforms to the total amount payable as set forth in such Certificate, Written or Oral Instruction. (b) Promptly after each sale of Securities of the Fund, the Fund shall deliver to the Custodian (i) with respect to each sale of Securities which are not Money Market Securities, a Certificate, and (ii) with respect to each sale of Money Market Securities, either Written Instruction or Oral Instructions, in either case specifying with respect to such sale: (1) the name of the issuer and the title of the Securities; (2) the number of shares or principal amount sold, and accrued interest, if any; (3) the date of sale; (4) the sale price per unit; (5) the total amount payable to the Fund upon such sale; (6) the name of the broker through whom or the person to whom the sale was made; and (7) whether or not such sale is to be settled through the Book-Entry System or the Depository. The Custodian shall deliver or cause to be delivered the Securities to the broker or other person designated by the Fund upon receipt of the total amount payable to the Fund upon such sale, provided that the same conforms to the total amount payable to the Fund as set forth in such Certificate, Written or Oral Instruction. Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities. 6. Lending of Securities. If the Fund is permitted by the terms of the Articles of Incorporation and as disclosed in its Prospectus to lend securities, within 24 hours after each loan of Securities, the Fund shall deliver to the Custodian a Certificate specifying with respect to each such loan: (a) the name of the issuer and the title of the Securities; (b) the number of shares or the principal amount loaned; (c) the date of loan and delivery; (d) the total amount to be delivered to the Custodian, and specifically allocated against the loan of the Securities, including the amount of cash collateral and the premium, if any, separately identified; and (e) the name of the broker, dealer or financial institution to which the loan was made. Promptly after each termination of a loan of Securities, the Fund shall deliver to the Custodian a Certificate specifying with respect to each such loan termination and return of Securities: (a) the name of the issuer and the title of the Securities to be returned; (b) the number of shares or the principal amount to be returned; (c) the date of termination; (d) the total amount to be delivered by the Custodian (including the cash collateral for such Securities minus any offsetting credits as described in said Certificate); and (e) the name of the broker, dealer or financial institution from which the Securities will be returned. The Custodian shall receive all Securities returned from the broker, dealer or financial institution to which such Securities were loaned and upon receipt thereof shall pay the total amount payable upon such return of Securities as set forth in the Certificate. Securities returned to the Custodian shall be held as they were prior to such loan. 7. Payment of Dividends or Distributions. (a) The Fund shall furnish to the Custodian a Certificate specifying the date of payment of any dividend or distribution, and the total amount payable to the Transfer Agent on the payment date. (b) Upon the payment date specified in such Certificate, the Custodian shall pay out the total amount payable to the Transfer Agent of the Fund. 8. Sale and Redemption of Shares of the Fund. (a) Whenever the Fund shall sell any Shares, or whenever any shares are redeemed, the Fund shall deliver or cause to be delivered to the Custodian a Written Instruction from the Transfer Agent duly specifying: 1. The net amount of money to be received by the Custodian, where the sale of such Shares exceeds redemption; and 2. The net amount of money to be paid for such Shares, where redemptions exceed purchases. The Custodian understands and agrees that Written Instructions may be furnished subsequent to the purchase of Shares and that the information contained therein will be derived from the sales of Shares as reported to the Fund by the Transfer Agent. (b) Upon receipt of money from the Transfer Agent, the Custodian shall credit such money to the separate account of the Fund. (c) Upon issuance of any Shares in accordance with the foregoing provisions of this Section 8, the Custodian shall pay all original issue or other taxes required to be paid in connection with such issuance upon the receipt of a Written Instruction specifying the amount to be paid. (d) Upon receipt from the Transfer Agent of Written Instructions setting forth the net amount of money to be paid for Shares received by the Transfer Agent for redemption, the Custodian shall make payment to the Transfer Agent of such net amount. 9. Indebtedness. (a) The Fund will cause to be delivered to the Custodian by any bank (excluding the Custodian) from which the Fund borrows money for investment or for temporary administrative or emergency purposes using Securities as collateral for such borrowings, a notice or undertaking in the form currently employed by any such bank setting forth the amount which such bank will loan to the Fund against delivery of a stated amount of collateral. The Fund shall promptly deliver to the Custodian a Certificate stating with respect to each such borrowing: (1) the name of the bank; (2) the amount and terms of the borrowing, which may be set forth by incorporating by reference an attached promissory note, duly endorsed by the Fund, or other loan agreement; (3) the time and date, if known, on which the loan is to be entered into (the "borrowing date"); (4) the date on which the loan becomes due and payable; (5) the total amount payable to the Fund on the borrowing date; (6) the market value of Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities; and (7) a statement that such loan is in conformance with the 1940 Act and the Fund's Prospectus. (b) Upon receipt of the Certificate referred to in subparagraph (a) above, the Custodian shall deliver on the borrowing date the specified collateral and the executed promissory note, if any, against delivery by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. The Custodian shall deliver as additional collateral in the manner directed by the Fund from time to time such Securities as may be specified in the Certificate to collateralize further any transaction described in this Section 9. The Fund shall cause all Securities released from collateral status to be returned directly to the Custodian, and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in the Certificate all of the information required by this Section 9, the Custodian shall not be under any obligation to deliver any Securities. Collateral returned to the Custodian shall be held hereunder as it was prior to being used as collateral. 10. Persons Having Access to Assets of the Fund. (a) No trustee or agent of the Fund, and no officer, director, employee or agent of the Fund's investment adviser, of any sub-investment adviser of the Fund, or of the Fund's administrator, shall have physical access to the assets of the Fund held by the Custodian or be authorized or permitted to withdraw any investments of the Fund, nor shall the Custodian deliver any assets of the Fund to any such person. No officer, director, employee or agent of the Custodian who holds any similar position with the Fund's investment adviser, with any sub-investment adviser of the Fund or with the Fund's administrator shall have access to the assets of the Fund. (b) Nothing in this Section 10 shall prohibit any duly authorized officer, employee or agent of the Fund, or any duly authorized officer, director, employee or agent of the investment adviser, of any sub-investment adviser of the Fund or of the Fund's administrator, from giving Oral Instructions or Written Instructions to the Custodian or executing a Certificate so long as it does not result in delivery of or access to assets of the Fund prohibited by paragraph (a) of this Section 10. 11. Concerning the Custodian. (a) Standard of Conduct. Notwithstanding any other provision of this Agreement, neither the Custodian nor its nominee shall be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of the negligence, misfeasance or willful misconduct of the Custodian or any of its employees, Sub-Custodians or agents. The Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund or of its own counsel, at the expense of the Fund, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice or opinion. The Custodian shall not be liable to the Fund for any loss or damage resulting from the use of the Book-Entry System or the Depository, except to the extent such loss or damage arises by reason of any negligence, misfeasance or willful misconduct on the part of the Custodian or any of its employees or agents. (b) Limit of Duties. Without limiting the generality of the foregoing, the Custodian shall be under no duty or obligation to inquire into, and shall not be liable for: 1. The validity of the issue of any Securities purchased by the Fund, the legality of the purchase thereof, or the propriety of the amount paid therefor; 2. The legality of the sale of any Securities by the Fund or the propriety of the amount for which the same are sold; 3. The legality of the issue or sale of any Shares, or the sufficiency of the amount to be received therefor; 4. The legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; 5. The legality of the declaration or payment of any distribution of the Fund; 6. The legality of any borrowing for temporary or emergency administrative purposes. (c) No Liability Until Receipt. The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether or not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of the Fund until the Custodian actually receives and collects such money directly or by the final crediting of the account representing the Fund's interest in the Book-Entry System or the Depository. (d) Amounts Due from Transfer Agent. The Custodian shall not be under any duty or obligation to take action to effect collection of any amount due to the Fund from the Transfer Agent nor to take any action to effect payment or distribution by the Transfer Agent of any amount paid by the Custodian to the Transfer Agent in accordance with this Agreement. (e) Collection Where Payment Refused. The Custodian shall not be under any duty or obligation to take action to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until (a) it shall be directed to take such action by a Certificate and (b) it shall be assured to its satisfaction of reimbursement of its costs and expenses in connection with any such action. (f) Appointment of Agents and Sub-Custodians. The Custodian may appoint one or more banking institutions, including but not limited to banking institutions located in foreign countries, to act as Depository or Depositories or as Sub-Custodian or as Sub-Custodians of Securities and monies at any time owned by the Fund. The Custodian shall use reasonable care in selecting a Depository and/or Sub- Custodian located in a country other than the United States ("Foreign Sub-Custodian"), which selection shall be in accordance with the requirements of Rule 17f-5 under the 1940 Act, and shall oversee the maintenance of any Securities or monies of the Fund by any Foreign Sub- Custodian. In addition, the Custodian shall hold the Fund harmless from, and indemnify the Fund against, any loss, action, claim, demand, expense and proceeding, including counsel fees, that occurs as a result of the failure of any Foreign Sub-Custodian or Depository to exercise reasonable care with respect to the safekeeping of Securities and monies of the Fund. Notwithstanding the generality of the foregoing, however, the Custodian shall not be liable for any losses resulting from the general risk of investing or holding Securities and monies in a particular country, including, but not limited to, losses resulting from nationalization, expropriation, devaluation, revaluation, confiscation, seizure, cancellation, destruction or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, taxes, levies or other charges affecting the Fund's property; or acts of war, terrorism, insurrection or revolution; or any other similar act or event beyond the Custodian's control. (g) No Duty to Ascertain Authority. The Custodian shall not be under any duty or obligation to ascertain whether any Securities at any time delivered to or held by it for the Fund are such as may properly be held by the Fund under the provisions of the Articles of Incorporation and the Prospectus. (h) Reliance on Certificates and Instructions. The Custodian shall be entitled to rely upon any Certificate, notice or other instrument in writing received by the Custodian and reasonably believed by the Custodian to be genuine and to be signed by an officer or Authorized Person of the Fund. The Custodian shall be entitled to rely upon any Written Instructions or Oral Instructions actually received by the Custodian pursuant to the applicable Sections of this Agreement and reasonably believed by the Custodian to be genuine and to be given by an Authorized Person. The Fund agrees to forward to the Custodian Written Instructions from an Authorized Person confirming such Oral Instructions in such manner so that such Written Instructions are received by the Custodian, whether by hand delivery, telex or otherwise, by the close of business on the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact that such confirming instructions are not received by the Custodian shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Fund. The Fund agrees that the Custodian shall incur no liability to the Fund in acting upon Oral Instructions given to the Custodian hereunder concerning such transactions provided such instructions reasonably appear to have been received from a duly Authorized Person. (i) Overdraft Facility and Security for Payment. In the event that the Custodian is directed by Written Instruction (or Oral Instructions confirmed in writing in accordance with Section 11(h) hereof) to make any payment or transfer of monies on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient monies held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the completion of such payment or transfer. Any Overdraft provided hereunder: (a) shall be payable on the next Business Day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The Custodian and the Fund acknowledge that the purpose of such Overdraft is to temporarily finance the purchase of Securities for prompt delivery in accordance with the terms hereof, to meet unanticipated or unusual redemption, to allow the settlement of foreign exchange contracts or to meet other emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing (an "Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. To secure payment of any Overdraft, the Fund hereby grants to the Custodian a continuing security interest in and right of setoff against the Securities and cash in the Fund's account from time to time in the full amount of such Overdraft. Should the Fund fail to pay promptly any amounts owed hereunder, the Custodian shall be entitled to use available cash in the Fund's account and to liquidate Securities in the account as is necessary to meet the Fund's obligations under the Overdraft. In any such case, and without limiting the foregoing, the Custodian shall be entitled to take such other actions(s) or exercise such other options, powers and rights as the Custodian now or hereafter has as a secured creditor under the Massachusetts Uniform Commercial Code or any other applicable law. (j) Inspection of Books and Records. The books and records of the Custodian shall be open to inspection and audit at reasonable times by officers and auditors employed by the Fund and by the appropriate employees of the Securities and Exchange Commission. The Custodian shall provide the Fund with any report obtained by the Custodian on the system of internal accounting control of the Book-Entry System or the Depository and with such reports on its own systems of internal accounting control as the Fund may reasonably request from time to time. 12. Term and Termination. (a) This Agreement shall become effective on the date first set forth above (the "Effective Date") and shall continue in effect thereafter until such time as this Agreement may be terminated in accordance with the provisions hereof. (b) Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than 60 days after the date of receipt of such notice. In the event such notice is given by the Fund, it shall be accompanied by a certified vote of the Board of Directors of the Fund, electing to terminate this Agreement and designating a successor custodian or custodians, which shall be a person qualified to so act under the 1940 Act. In the event such notice is given by the Custodian, the Fund shall, on or before the termination date, deliver to the Custodian a certified vote of the Board of Directors of the Fund, designating a successor custodian or custodians. In the absence of such designation by the Fund, the Custodian may designate a successor custodian, which shall be a person qualified to so act under the 1940 Act. If the Fund fails to designate a successor custodian, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by the Custodian of all Securities (other than Securities held in the Book-Entry System which cannot be delivered to the Fund) and monies then owned by the Fund, be deemed to be its own custodian and the Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities held in the Book-Entry System which cannot be delivered to the Fund. (c) Upon the date set forth in such notice under paragraph (b) of this Section 12, this Agreement shall terminate to the extent specified in such notice, and the Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and monies then held by the Custodian on behalf of the Fund, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled. 13. Limitation of Liability. The Fund and the Custodian agree that the obligations of the Fund under this Agreement shall not be binding upon any of the Directors, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Fund, individually, but are binding only upon the assets and property of the Fund, as provided in the Articles of Incorporation. The execution and delivery of this Agreement have been authorized by the Directors of the Fund, and signed by an authorized officer of the Fund, acting as such, and neither such authorization by such Directors nor such execution and delivery by such officer shall be deemed to have been made by any of them or any shareholder of the Fund individually or to impose any liability on any of them or any shareholder of the Fund personally, but shall bind only the assets and property of the Fund as provided in the Articles of Incorporation. 14. Miscellaneous. (a) Annexed hereto as Appendix A is a certification signed by the Secretary of the Fund setting forth the names and the signatures of the present Authorized Persons. The Fund agrees to furnish to the Custodian a new certification in similar form in the event that any such present Authorized Person ceases to be such an Authorized Person or in the event that other or additional Authorized Persons are elected or appointed. Until such new certification shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Oral Instructions or signatures of the present Authorized Persons as set forth in the last delivered certification. (b) Annexed hereto as Appendix B is a certification signed by the Secretary of the Fund setting forth the names and the signatures of the present officers of the Fund. The Fund agrees to furnish to the Custodian a new certification in similar form in the event any such present officer ceases to be an officer of the Fund or in the event that other or additional officers are elected or appointed. Until such new certification shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon the signature of an officer as set forth in the last delivered certification. (c) Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Custodian, shall be sufficiently given if addressed to the Custodian and mailed or delivered to it at its offices at One Boston Place, Boston, Massachusetts 02108 or at such other place as the Custodian may from time to time designate in writing. (d) Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund, shall be sufficiently given if addressed to the Fund and mailed or delivered to it at its offices at 200 Park Avenue, New York, New York 10166 or at such other place as the Fund may from time to time designate in writing. (e) This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties with the same formality as this Agreement, (i) authorized, or ratified and approved by a vote of the Board of Directors of the Fund, including a majority of the members of the Board of Directors of the Fund who are not "interested persons" of the Fund (as defined in the 1940 Act), or (ii) authorized, or ratified and approved by such other procedures as may be permitted or required by the 1940 Act. (f) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Fund without the written consent of the Custodian, or by the Custodian without the written consent of the Fund authorized or approved by a vote of the Board of Directors of the Fund. Nothing in this Agreement shall give or be construed to give or confer upon any third party any rights hereunder. (g) The Fund represents that a copy of the Articles of Incorporation is on file with the Secretary of the State of Maryland. (h) This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts. (i) The captions of the Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. (j) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective representatives duly authorized as of the day and year first above written. DREYFUS LIFE AND ANNUITY INDEX FUND, INC., D/B/A DREYFUS STOCK INDEX FUND By: Name: Elizabeth Bachman Title: Vice President BOSTON SAFE DEPOSIT ANDTRUST COMPANY By: Name: Title: APPENDIX A I, Elizabeth Bachman, the Assistant Secretary, of Dreyfus Life and Annuity Index Fund, Inc., d/b/a Dreyfus Stock Index Fund, a corporation organized under the laws of the State of Maryland (the "Fund"), do hereby certify that: The following individuals have been duly authorized as Authorized Persons to give Oral Instructions and Written Instructions on behalf of the Fund and the specimen signatures set forth opposite their respective names are their true and correct signatures: Name Signature Thomas Durante James Windels Anna Mancini ___________________________ Michael Stalzer Jennifer Romano Assistant Secretary Dated: APPENDIX B DREYFUS LIFE AND ANNUITY INDEX FUND, INC., D/B/A DREYFUS STOCK INDEX FUND I, Elizabeth Bachman, Vice President and Assistant Secretary of Dreyfus Life and Annuity Index Fund, Inc., d/b/a Dreyfus Stock Index Fund, a corporation organized and existing under the laws of the State of Maryland (the "Fund"), do hereby certify that the only series of shares of the Fund issued and/or authorized by the Fund as of the date of this Custody Agreement are shares of Common Stock, $.001 par value. SCHEDULE A BOSTON SAFE DEPOSIT AND TRUST COMPANY CUSTODY FEE SCHEDULE Please refer to correspondence from the Fund to Mellon Equity Associates, Inc., dated November 13, 1995 regarding fees. SCHEDULE B The Fund will pay to the Custodian as soon as possible after the end of each month all out-of- pocket expenses reasonably incurred in connection with the assets of the Fund. APPENDIX C The following are designated publications for purposes of Section 4(f)2: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service New York Times Standard & Poor's Called Bond Record Wall Street Journal EX-23 5 CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS __________________________________ We consent to the inclusion in Post-Effective Amendment No. 8 to the Registration Statement of Dreyfus Stock Index Fund on Form N-1A of our report dated February 13, 1996 on our audit of the financial statement and financial highlights of the Fund. We also consent to the reference to our firm under the captions "Condensed Financial Information" in the prospectus and "Transfer and Dividend Disbursing Agent, Custodian, Counsel and Independent Accountants" in the Statement of Additional Information. COOPERS AND LYBRAND L.L.P. New York, New York February 28, 1996 EX-27 6 FINANCIAL DATA SCHEDULE
6 0000846800 DREYFUS STOCK INDEX FUND, INC. 1000 YEAR DEC-31-1995 DEC-31-1995 263844 310421 644 6370 0 317435 460 0 4289 4749 0 261475 18177 7480 15 0 4854 0 46342 312686 4429 763 0 726 4466 8075 43129 55670 0 (4477) (2357) 0 14314 (4034) 417 215880 26 (863) 0 0 224 0 784 187809 12.94 .33 4.39 (.33) (.13) 0 17.20 .004 0 0
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