-----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, VwsfdykC6vViDAyJjb4TJNgGTVuMCz5SBHCOYN5kYFoLZ5ezNejZ0svZ57jQ47oq 4SyuYGlip/ZYWVWjx1eUEg== 0000899681-96-000152.txt : 19960607 0000899681-96-000152.hdr.sgml : 19960607 ACCESSION NUMBER: 0000899681-96-000152 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960726 FILED AS OF DATE: 19960606 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREYFUS GROWTH & VALUE FUNDS INC CENTRAL INDEX KEY: 0000914775 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07123 FILM NUMBER: 96577417 BUSINESS ADDRESS: STREET 1: THE DREYFUS CORPORATION STREET 2: 200 PARK AVENUE 8TH FLOOR WEST CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2129226754 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS FOCUS FUNDS INC DATE OF NAME CHANGE: 19940304 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS GROWTH & VALUE FUND INC DATE OF NAME CHANGE: 19931116 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05719 FILM NUMBER: 96577418 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREYFUS S&P 500 INDEX FUND CENTRAL INDEX KEY: 0000857114 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05883 FILM NUMBER: 96577419 BUSINESS ADDRESS: STREET 1: 144 GLENN CURTISS BLVD CITY: UNIONDALE STATE: NY ZIP: 11556 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 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLES INDEX FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS STOCK INDEX FUND INC DATE OF NAME CHANGE: 19900401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREYFUS MIDCAP INDEX FUND CENTRAL INDEX KEY: 0000875732 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06325 FILM NUMBER: 96577420 BUSINESS ADDRESS: STREET 1: 144 GLENN CURTISS BLVD CITY: UNIONDALE STATE: NY ZIP: 11556 BUSINESS PHONE: 2129226806 MAIL ADDRESS: STREET 1: C/O DREYFUS CORP STREET 2: 200 PARK AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLES S&P MIDCAP INDEX FUND INC DATE OF NAME CHANGE: 19920717 DEF 14A 1 DEFINITIVE PROXY MATERIALS DREYFUS GROWTH AND VALUE FUNDS, INC. DREYFUS MIDCAP INDEX FUND DREYFUS STOCK INDEX FUND DREYFUS S&P 500 INDEX FUND NOTICE OF MEETINGS OF STOCKHOLDERS To the Stockholders: Meetings of Stockholders of each investment company named above (each, a "Fund" and, collectively, the "Funds") will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New York, on Friday, July 26, 1996 at 10:00 a.m., for the following purposes: 1. To elect Board members to hold office until their successors are duly elected and qualified. 2. To ratify the selection of the Fund's independent auditors. 3. With respect to Dreyfus MidCap Index Fund, Dreyfus Stock Index Fund and Dreyfus S&P 500 Index Fund only, to change a certain fundamental policy and investment restriction. 4. To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof. Stockholders of record at the close of business on May 31, 1996 will be entitled to receive notice of and to vote at the meeting. By Order of the Board John E. Pelletier Secretary New York, New York -------------------------------------------------------------- | WE NEED YOUR PROXY VOTE IMMEDIATELY | | | | A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, | | BUT IT IS VITAL. BY LAW, THE MEETING OF STOCKHOLDERS | | OF EACH FUND WILL HAVE TO BE ADJOURNED WITHOUT | | CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS | | REPRESENTED. IN THAT EVENT, THE AFFECTED FUND WOULD | | CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE | | A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO | | ENABLE THE FUND(S) TO HOLD THE MEETING(S) AS | | SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD | | IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS | | WILL BENEFIT FROM YOUR COOPERATION. -------------------------------------------------------------- DREYFUS GROWTH AND VALUE FUNDS, INC. DREYFUS MIDCAP INDEX FUND DREYFUS STOCK INDEX FUND DREYFUS S&P 500 INDEX FUND COMBINED PROXY STATEMENT MEETINGS OF STOCKHOLDERS TO BE HELD ON FRIDAY, JULY 26, 1996 This proxy statement is furnished in connection with a solicitation of proxies by the Board of each of Dreyfus Growth and Value Funds, Inc. ("DGVF") and Dreyfus MidCap Index Fund ("DMIF"), Dreyfus Stock Index Fund ("DSIF") and Dreyfus S&P 500 Index Fund ("DSPIF," collectively, the "Index Funds" and, together with DGVF, each, a "Fund" and, collectively, the "Funds") to be used at the Meeting of Stockholders of each Fund to be held on Friday July 26, 1996 at 10:00 a.m., at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New York, for the purposes set forth in the accompanying Notice of Meetings of Stockholders. Stockholders of record at the close of business on May 31, 1996 are entitled to be present and to vote at the meeting. Stockholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held. Stockholders can vote only on matters affecting the Fund(s) of which they are stockholders. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. If any enclosed form of proxy is executed and returned, it nevertheless may be revoked by another proxy or by letter or telegram directed to the relevant Fund, which must indicate the stockholder's name and account number. To be effective, such revocation must be received prior to the relevant Fund's meeting. In addition, any stockholder who attends a meeting in person may vote by ballot at the relevant Fund meeting, thereby canceling any proxy previously given. As of May 1, 1996, the Funds had outstanding the following number of shares: Number of Shares FUND OUTSTANDING Dreyfus Growth and Value Funds, Inc. 6,348,455 Dreyfus MidCap Index Fund 7,488,900 Dreyfus Stock Index Fund 23,118,864 Dreyfus S&P 500 Index Fund 23,070,042 It is estimated that proxy materials will be mailed to stockholders of record on or about June 7, 1996. The principal executive offices of each Fund are located at 200 Park Avenue, New York, New York 10166. COPIES OF EACH FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR BY CALLING TOLL- FREE 1-800-645-6561. Stockholders of each Fund will vote as a single class and will vote separately on each proposal on which stockholders of that Fund are entitled to vote. If a proposal is approved by stockholders of one Fund and disapproved by stockholders of any other Fund, the proposal will be implemented for the Fund that approved the proposal and will not be implemented for any Fund that did not approve the proposal. Therefore, it is essential that stockholders who own shares in more than one Fund complete, date, sign and return EACH proxy card they receive. PROPOSAL 1. ELECTION OF BOARD MEMBERS It is proposed that stockholders of each Fund consider the election of the individuals listed below (the "Nominees") as Board members of their Fund. Each Nominee has consented to being named in this proxy statement and has agreed to serve as a Board member of the Funds if elected. Messrs. DiMartino, Fraser, Houminer and Mahoney and Ms. Messinger currently serve as Board members of DGVF. Messrs. DiMartino, Feldman, Meyer and Szarkowski and Ms. Wexler currently serve as Board members of the Index Funds. Biographical information about each Nominee is set forth below. Other relevant information is set forth on Exhibit A.
Board Name, Principal Occupation and Member BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE SINCE * JOSEPH S. DIMARTINO 52 DGVF -- 1995 DMIF -- 1995 Since January 1995, Chairman of the Board of various funds in DSIF -- 1995 the Dreyfus Family of Funds. For more than five year prior DSPIF -- 1995 he was President, a director and, until August 1994, Chief Operating Officer of The Dreyfus Corporation ("Dreyfus"), each Fund's investment adviser, and Executive Vice President and a director of Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus and, until August 24, 1994, each Fund's distributor. From August 1994 until December 31, 1994, he was a director of Mellon Bank Corporation. He is also 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 Company, Inc., a manufacturer and marketer of industrial threads, specialty yarns, home furnishings and fabrics, Curtis Industries, Inc., a national distributor of security products, chemicals and automotive and other hardware, and Staffing Resources, Inc. JOHN M. FRASER, JR. 74 DGVF -- 1995 President of Fraser Associates, a service company for planning and arranging corporate meetings and other events. EHUD HOUMINER 55 DGVF -- 1993 Since July 1991, Professor and Executive-in-Residence at the Columbia Business School, Columbia University. He was President and Chief Executive Officer of Philip Morris USA, manufacturers of consumer products, from December 1988 to September 1990. He also is a Director of Avnet Inc. DAVID J. MAHONEY 72 DGVF -- 1995 President of David Mahoney Ventures since 1983. From 1968 to 1983, he was Chairman and Chief Executive Officer of Norton Simon Inc., a producer of consumer products and services. Mr. Mahoney is also a director of National Health Laboratories Inc., Bionaire Inc., and Good Samaritan Health Systems, Inc. GLORIA MESSINGER 66 DGVF -- 1993 From 1981 to 1993, Managing Director and Chief Executive Officer of ASCAP (American Society of Composers, Authors and Publishers). She is a member of the Board of Directors of the Yale Law School Fund and the Theater for a New Audience, Inc., was secretary of the ASCAP Foundation and served as a Trustee of the Copyright Society of the United States. She is also a Director of Jeffrey Company and 59 Wall Street Funds and a member of numerous professional and civic organizations. * DAVID P. FELDMAN 56 DMIF -- 1991 DSIF -- 1989 Corporate Vice President-Investment Management of AT&T. He is DSPIF -- 1989 also a trustee of Corporate Property Investors, a real estate investment company. JACK R. MEYER 50 DMIF -- 1991 DSIF -- 1989 President and Chief Executive Officer of Harvard Management DSPIF -- 1989 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. JOHN SZARKOWSKI 70 DMIF -- 1991 DSIF -- 1991 Director Emeritus of the Department of Photography at The Museum DSPIF -- 1991 of Modern Art. Consultant in photography. ANNE WEXLER 66 DMIF -- 1991 DSIF -- 1991 Chairman of the Wexler Group, consultants specializing in DSPIF -- 1991 government relations and public affairs. She is also a Director of Alumax, Comcast Corporation, The New England Electric System, and NOVA Corporation, and a member of the Board of the Carter Center of Emory University, the Council of Foreign Relations, the National Park Foundation, the Visiting Committee of the John F. Kennedy School of Government at Harvard University and the Board of Visitors of the University of Maryland School of Public Affairs.
__________________ * "Interested person" as defined in the Investment Company Act of 1940, as amended (the "Act"). The persons named in the accompanying form of proxy intend to vote each such proxy for the election of the Nominees, unless stockholders specifically indicate on their proxies the desire to withhold authority to vote for elections to office. It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but if that should occur prior to the meeting, the proxy holders reserve the right to substitute another person or persons of their choice as nominee or nominees. None of the Funds has a standing audit or compensation committee or any committees performing similar functions. Each Fund has a standing nominating committee comprised of its Board members who are not "interested persons" of the Fund, the function of which is to select and nominate all candidates who are not "interested persons" for election to the Fund's Board. Board members and officers of a Fund, in the aggregate, as of May 3, 1996, owned less than 1% of such Fund's outstanding shares. The Funds typically pay Board members an annual retainer and a per meeting fee and reimburse them for their expenses. The Chairman of the Board receives an additional 25% of such compensation. Emeritus Board members receive an annual retainer and a per meeting fee of one-half of the amount paid to them as Board members. For each Fund's most recent fiscal year, the number of Board meetings that were held and the rate at which Board members are paid by the Funds are set forth on Exhibit A. The Funds do not pay any other remuneration to their officers and Board members. The aggregate amount of compensation paid to each Board member by a Fund for the Fund's most recent fiscal year 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:
Total Compensation Aggregate from Funds and Name of Board Compensation fund complex paid MEMBER AND FUND FROM EACH FUND* TO BOARD MEMBER Joseph S. DiMartino $448,618 (94) DGVF $3,476 DMIF $4,153 DSIF $4,153 DSPIF $4,153 David P. Feldman $85,631 (27) DMIF $4,000 DSIF $4,000 DSPIF $4,000 John M. Fraser, Jr. $58,606 (12) DGVF $4,513 Ehud Houminer $55,405 (12) DGVF $4,013 David J. Mahoney $47,250 (14) DGVF $0 Gloria Messinger $ 5,511 (1) DGVF $4,513 John R. Meyer $21,875 (4) DMIF $4,500 DSIF $4,500 DSPIF $4,500 John Szarkowski $21,875 (4) DMIF $4,500 DSIF $4,500 DSPIF $4,500 Anne Wexler $26,329 (16) DMIF $4,500 DSIF $4,500 DSPIF $4,500 - -------------------- * Amount does not include reimbursed expenses for attending Board meetings, which, for all Board members as a group, amounted to $239, $602, $451 and $507 for DGVF, DMIF, DSIF and DSPIF, respectively.
REQUIRED VOTE For each Fund, election of each of the Nominees requires the affirmative vote of a plurality of the votes cast at the Fund's meeting. PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS The Act requires that each Fund's independent auditors be selected by a majority of those Board members who are not "interested persons" (as defined in the Act) of the Fund and that the employment of such independent auditors be conditioned on the right of the Fund, by vote of a majority of its outstanding securities at any meeting called for that purpose, to terminate such employment forthwith without penalty. The Board of each of DGVF and DMIF, including a majority of its members who are not "interested persons" of such Fund, approved the selection of Ernst & Young LLP for such Fund's current fiscal year at a Board meeting held on the date set forth on Exhibit A. The Board of each of DSPIF and DSIF, including a majority of its members who are not "interested persons" of such Fund, approved the selection of Coopers & Lybrand L.L.P. (Coopers & Lybrand L.L.P. together with Ernst & Young LLP referred to collectively as the "Auditors") for such Fund's current fiscal year at a Board meeting held on the date set forth on Exhibit A. The selection by the Board of the Auditors as independent auditors for the current fiscal year is submitted to the stockholders for ratification. Apart from their fees as independent auditors and certain consulting fees, neither the Auditors nor any of their partners have a direct, or material indirect, financial interest in any Fund or Dreyfus. The Auditors are major international independent accounting firms, and have been the auditors of the respective Funds since each Fund's inception. Each Fund's Board believes that the continued employment of the services of the Auditors for the current fiscal year would be in the respective Fund's best interests. Representatives of the Auditors are expected to be present at the meeting and will have the opportunity to make a statement and will be available to respond to appropriate questions. EACH FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF THE AUDITORS. PROPOSAL 3. APPROVAL OF A CHANGE TO A CERTAIN FUNDAMENTAL POLICY AND INVESTMENT RESTRICTION OF THE INDEX FUNDS ONLY STOCKHOLDERS OF THE INDEX FUNDS VOTE ON THIS PROPOSAL. The Act requires that a relatively limited number of investment policies and restrictions be designated as fundamental policies which may not be changed without stockholder approval. These policies relate to (a) the classification and subclassification under the Act within which the Index Funds may operate, (b) borrowing money, (c) issuing senior securities, (d) engaging in the business of underwriting securities issued by other persons, (e) concentrating investments in a particular industry or group of industries, (f) purchasing and selling real estate or commodities and (g) making loans to other persons. When the Index Funds were formed, each Fund's Board designated a number of other policies as fundamental, in large part in response to certain state regulatory, business or industry conditions that are no longer in effect. One such policy concerns purchases of securities issued by unseasoned issuers. This policy, which has been adopted by each Index Fund as a fundamental policy, prohibits the Index Fund from purchasing securities of any company having less than three years' continuous operations (including operations of any predecessor) if such purchase would cause the value of such Index Fund's investments in all such companies to exceed 5% of the value of the Index Fund's total assets. Accordingly, to give Dreyfus the full investment opportunities the market affords and, in so doing, to afford it the investment flexibility to permit the Index Funds to be competitive with other similar funds, each Index Fund's Board recommends that the policy regarding purchases of securities issued by unseasoned issuers be changed from a fundamental policy to a non-fundamental policy. All other fundamental policies that currently exist for the Index Funds would remain fundamental. Fundamental policies cannot be changed without approval by the holders of a majority (as defined in the Act) of the outstanding voting securities of a Fund, while non- fundamental policies may be changed by a vote of a majority of the Fund's Board members at any time without stockholder approval. REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION Approval of this proposal requires the affirmative vote of (a) 67% of the voting securities present at this meeting, if the holders of more than 50% of the Fund's outstanding voting securities are present or represented by proxy, or (b) more than 50% of the Fund's outstanding voting securities, whichever is less. EACH INDEX FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL. ADDITIONAL INFORMATION Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as each Fund's investment adviser. Mellon Equity Associates, 500 Grant Street, Pittsburgh, PA 15258, serves as the index fund manager to each Index Fund. Premier Mutual Fund Services, Inc. (the "Distributor"), with principal offices at One Exchange Place, Boston, Massachusetts 02109, serves as each Fund's distributor. As of May 3, 1996, no stockholder was known by a Fund to be the beneficial owner of more than 5% of the Fund's outstanding voting securities. OTHER MATTERS If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote, represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote shares of a Fund on a particular matter with respect to which the broker or nominee does not have discretionary power) or is marked with an abstention (collectively, "abstentions"), the Fund's shares represented thereby will be considered to be present at the meeting for purposes of determining the existence of a quorum for the transaction of business. Under Maryland law, abstentions do not constitute a vote "for" or "against" a matter and will be disregarded in determining the "votes cast" on an issue. For this reason, abstentions will have the effect of a "no" vote for the purpose of obtaining requisite approval for Proposal 3. In the event that a quorum is not present at the meeting, or if a quorum is present but sufficient votes to approve Proposal 3 are not received, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation of proxies on Proposal 3. In determining whether to adjourn the meeting, the following factors may be considered: the nature of the proposal, the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to stockholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote of a majority of those shares affected by the adjournment that are represented at the meeting in person or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote "FOR" Proposal 3 in favor of such adjournments, and will vote those proxies required to be voted "AGAINST" Proposal 3 against any adjournment. A quorum is constituted with respect to the Index Funds by the presence in person or by proxy of the holders of one-third or more of the outstanding shares entitled to vote at the meeting. Each Fund's Board is not aware of any other matters which may come before the meeting. However, should any such matters with respect to one or more Funds properly come before the meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matters. Each Fund will bear its pro rata share of the cost of soliciting proxies. In addition to the use of the mails, proxies may be solicited personally, by telephone or by telegraph, and each Fund may pay persons holding shares of a Fund in their names or those of their nominees for their expenses in sending soliciting materials to their principals. Unless otherwise required under the Act, ordinarily it will not be necessary for a Fund to hold annual meetings of stockholders. As a result, a Fund's stockholders will not consider each year the election of Board members or the appointment of auditors. However, a Fund's Board will call a meeting of its stockholders 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 stockholders. Under the Act, stockholders of record of not less than two-thirds of a Fund's outstanding shares may remove Board members of such Fund through a declaration in writing or by vote cast in person or by proxy at a meeting called for that purpose. Under each Fund's By-Laws, the Board members are required to call a meeting of stockholders for the purpose of voting upon the question of removal of any such Board members when requested in writing to do so by the stockholders of record of not less than 10% of such Fund's outstanding shares. Stockholders wishing to submit proposals for inclusion in a Fund's proxy statement for a subsequent stockholder meeting should send their written submissions to the principal executive offices of the Fund at 200 Park Avenue, New York, New York 10166, Attention: General Counsel. NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES Please advise the appropriate Fund, in care of Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, Attention: Dreyfus Growth and Value Funds, Inc., Dreyfus MidCap Index Fund, Dreyfus Stock Index Fund and Dreyfus S&P 500 Index Fund as the case may be, P.O. Box 9671, Providence, Rhode Island 02940-9671, whether other persons are the beneficial owners of the shares for which proxies are being solicited, and if so, the number of copies of the proxy statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of shares. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE. Dated: June 7, 1996 EXHIBIT A PART I Part I sets forth information relevant to the current Board, auditors and share ownership for the Funds. PERTAINING TO THE BOARD o Number of Board, and where applicable committee, meetings held by each Fund during the last fiscal year: Four o Board members, if any, attending fewer than 75% of all Board and committee meetings held in the last fiscal year during the period the Board member was in office: None o Rate at which Board members are paid (annual retainer/per meeting fee): $2,500/$500 by each Index Fund $5,000/$500 by DGVF PERTAINING TO AUDITORS o Date Board last approved Auditors: DGVF -- September 14, 1995 DMIF -- November 9, 1995 DSIF -- February 2, 1996 DSPIF -- November 9, 1995 PART II Part II sets forth information relevant to the executive officers of each Fund and Fund share ownership of officers, Board members and Nominees:
Name and Position Principal Occupation and Business WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS MARIE E. CONNOLLY 38 President, Chief Executive Officer and a director President and Treasurer 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. JOHN E. PELLETIER 31 Senior Vice President and General Counsel Vice President and Secretary 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. FREDERICK C. DEY 34 Senior Vice President of the Distributor and an Vice President and Assistant Treasurer officer of other investment companies advised or administered by Dreyfus. From 1988 to August 1994, he was manager of the High Performance Fabric Division of Springs Industries Inc. ERIC B. FISCHMAN 31 Associate General Counsel of the Distributor and Vice President and Assistant Secretary 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. ELIZABETH BACHMAN 26 Assistant Vice President of the Distributor and Vice President and an officer of other investment companies adivsed Assistant Secretary or administered by Dreyfus. administered by Dreyfus. JOSEPH S. TOWER, III 33 Senior Vice President, Treasurer and Assistant Treasurer 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. JOHN J. PYBURN 60 Assistant Treasurer of the Distributor Assistant Treasurer 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. MARGARET PARDO 27 Legal Assistant with the Distributor and Assistant Secretary 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 a Program Coordinator at Physicians World Communications Group.
The address of each officer of the Fund is 200 Park Avenue, New York, New York 10166. The following table presents certain information for each Fund regarding the beneficial ownership of its shares as of May 3, 1996 by each officer, Board member and Nominee of the Fund owning shares on such date. In each case, such amount constitutes less than 1% of the Fund's outstanding shares.
Name of Officer or Number NAME OF FUND BOARD MEMBER/NOMINEE OF SHARES DGVF Gloria Messinger Dreyfus Large Company Growth Series 995.524 Dreyfus Large Company Value Series l,164.313 Dreyfus Small Company Value Series 2,237.783 DGVF Joseph S. DiMartino Dreyfus Emerging Leaders Series 686.755
DREYFUS GROWTH AND VALUE FUNDS, INC. The undersigned stockholder of DREYFUS GROWTH AND VALUE FUNDS, INC. hereby appoints Steven F. Newman and Todd Lebo and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of DREYFUS GROWTH AND VALUE FUNDS, INC. standing in the name of the undersigned at the close of business on May 31, 1996 at a Meeting of Stockholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New York, commencing at 10:00 a.m. on Friday, July 26, 1996, and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals, as more fully described in the Proxy Statement for the meeting. Please mark boxes in blue or black ink. 1. Election of Additional Board Members. ---- ---- ---- / / FOR All / / WITHHOLD authority only / / WITHHOLD - --- Nominees ---- for those Nominee(s) ---- authority for whose name(s) I have ALL Nominees written below Nominees are: Joseph S. DiMartino, John M. Fraser, Jr., Ehud Houminer, David J. Mahoney, Gloria Messinger, David P. Feldman, Jack R. Meyer, John Szarkowski and Anne Wexler - -------------------------------------------------------------- 2. To ratify the selection of the Fund's independent auditors. ---- ---- ---- / / FOR / / AGAINST / / ABSTAIN ---- ---- ---- 3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournment(s) thereof. THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED. Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. DATED: _______________, 1996 _________________________ Signature(s) ________________________ Signature(s) Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope DREYFUS MIDCAP INDEX FUND The undersigned stockholder of DREYFUS MIDCAP INDEX FUND hereby appoints Steven F. Newman and Todd Lebo and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of DREYFUS MIDCAP INDEX FUND standing in the name of the undersigned at the close of business on May 31, 1996 at a Meeting of Stockholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New York, commencing at 10:00 a.m. on Friday, July 26, 1996, and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals, as more fully described in the Proxy Statement for the meeting. Please mark boxes in blue or black ink. 1. Election of Additional Board Members. ---- ---- ---- / / FOR All / / WITHHOLD authority only / / WITHHOLD - --- Nominees ---- for those Nominee(s) ---- authority for whose name(s) I have ALL Nominees written below Nominees are: Joseph S. DiMartino, John M. Fraser, Jr., Ehud Houminer, David J. Mahoney, Gloria Messinger, David P. Feldman, Jack R. Meyer, John Szarkowski and Anne Wexler - -------------------------------------------------------------- 2. To ratify the selection of the Fund's independent auditors. ---- ---- ---- / / FOR / / AGAINST / / ABSTAIN ---- ---- ---- 3. To change a certain fundamental policy and investment restriction of the Fund. ---- ---- ---- / / FOR / / AGAINST / / ABSTAIN ---- ---- ---- 4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournment(s) thereof. THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED. Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. DATED:________________, 1996 _________________________ Signature(s) ________________________ Signature(s) Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope DREYFUS STOCK INDEX FUND The undersigned stockholder of DREYFUS STOCK INDEX FUND hereby appoints Steven F. Newman and Todd Lebo and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of DREYFUS STOCK INDEX FUND standing in the name of the undersigned at the close of business on May 31, 1996 at a Meeting of Stockholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New York, commencing at 10:00 a.m. on Friday, July 26, 1996, and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals, as more fully described in the Proxy Statement for the meeting. Please mark boxes in blue or black ink. 1. Election of Additional Board Members. ---- ---- ---- / / FOR All / / WITHHOLD authority only / / WITHHOLD - --- Nominees ---- for those Nominee(s) ---- authority for whose name(s) I have ALL Nominees written below Nominees are: Joseph S. DiMartino, John M. Fraser, Jr., Ehud Houminer, David J. Mahoney, Gloria Messinger, David P. Feldman, Jack R. Meyer, John Szarkowski and Anne Wexler - -------------------------------------------------------------- 2. To ratify the selection of the Fund's independent auditors. ---- ---- ---- / / FOR / / AGAINST / / ABSTAIN ---- ---- ---- 3. To change a certain fundamental policy and investment restriction of the Fund. ---- ---- ---- / / FOR / / AGAINST / / ABSTAIN ---- ---- ---- 4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournment(s) thereof. THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED. Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. DATED:________________, 1996 _______________________ Signature(s) ______________________ Signature(s) Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope DREYFUS S&P 500 INDEX FUND The undersigned stockholder of DREYFUS S&P 500 INDEX FUND hereby appoints Steven F. Newman and Todd Lebo and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated herein, all of the shares of DREYFUS S&P 500 INDEX FUND standing in the name of the undersigned at the close of business on May 31, 1996 at a Meeting of Stockholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New York, commencing at 10:00 a.m. on Friday, July 26, 1996, and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals, as more fully described in the Proxy Statement for the meeting. Please mark boxes in blue or black ink. 1. Election of Additional Board Members. ---- ---- ---- / / FOR All / / WITHHOLD authority only / / WITHHOLD - --- Nominees ---- for those Nominee(s) ---- authority for whose name(s) I have ALL Nominees written below Nominees are: Joseph S. DiMartino, John M. Fraser, Jr., Ehud Houminer, David J. Mahoney, Gloria Messinger, David P. Feldman, Jack R. Meyer, John Szarkowski and Anne Wexler - -------------------------------------------------------------- 2. To ratify the selection of the Fund's independent auditors. ---- ---- ---- / / FOR / / AGAINST / / ABSTAIN ---- ---- ---- 3. To change a certain fundamental policy and investment restriction of the Fund. ---- ---- ---- / / FOR / / AGAINST / / ABSTAIN ---- ---- ---- 4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournment(s) thereof. THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED. Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. DATED:________________, 1996 __________________________ Signature(s) __________________________ Signature(s) Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope -----END PRIVACY-ENHANCED MESSAGE-----