SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrants [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
| [ ] [ ] [X] [ ] [ ] | Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-12 |
ADVANTAGE FUNDS, INC.
DREYFUS A BONDS PLUS, INC.
DREYFUS GROWTH AND INCOME FUND, INC.
DREYFUS GROWTH OPPORTUNITY FUND, INC.
DREYFUS INDEX FUNDS, INC.
DREYFUS INSTITUTIONAL MONEY MARKET FUND
DREYFUS INTERNATIONAL FUNDS, INC.
DREYFUS MIDCAP INDEX FUND, INC.
DREYFUS MONEY MARKET INSTRUMENTS, INC.
DREYFUS PREMIER EQUITY FUNDS, INC.
DREYFUS PREMIER MANAGER FUNDS I
DREYFUS PREMIER MANAGER FUNDS II
DREYFUS STOCK INDEX FUND, INC.
DREYFUS VARIABLE INVESTMENT FUND
Payment of Filing Fee (Check the appropriate box):
| [X] | No fee required. |
| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) (2) (3) | Title of each class of securities to which transaction applies:_________________________ Aggregate number of securities to which transaction applies:________________________ Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):_________________________ |
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| [ ] [ ] | Fee previously paid with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| (1) (2) (3) (4) | Amount previously paid:____________________________ Form, schedule or registration statement no.:____________ Filing party:______________________________________ Date filed:_______________________________________ |
The Dreyfus Family of Funds
200 Park Avenue
New York, New York 10166
Dear Stockholder:
Your Dreyfus fund(s) and certain other funds in The Dreyfus Family of Funds will hold special stockholder meetings on June 29, 2006. Stockholders of each of these funds will be asked to elect Board members of their funds. The nominees are current Board members of some or all of these funds or, in one instance, a current Board member of other funds in The Dreyfus Family of Funds. The election of additional Board members to your fund is being proposed primarily so as to consolidate the Boards of these funds. The enclosed proxy statement describes the nominees’ qualifications and each of their respective current roles overseeing funds in The Dreyfus Family of Funds. Please take the time to read the enclosed materials.
Since the proposal to elect Board members is common to these funds, we have combined the proxy statement to save on fund expenses. If you own shares of more than one of these Dreyfus funds, the combined proxy statement also may save you the time of reading more than one document before you vote. If you own shares of more than one of these Dreyfus funds on the record date for the meeting, please note thateach fund has a separate proxy card. You should vote one for each fund in which you own shares.
Remember, your vote is extremely important, no matter how large or small your fund holdings. By voting promptly, you can help avoid additional costs that are incurred with follow-up letters and calls.
To vote, you may use any of the following methods:
| • | By Mail. Please complete, date and sign the enclosed proxy card for each fund in which you own shares and mail it in the enclosed, postage-paid envelope. |
| • | By Internet. Have your proxy card(s) available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website. |
| • | By Telephone. Have your proxy card(s) available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions. |
| • | In Person. Any shareholder who attends the meeting in person may vote by ballot at the meeting. |
We encourage you to vote through the Internet or by telephone using the number that appears on your proxy card(s). These voting methods will save the funds money because they would not have to pay for return-mail postage. If you later decide to attend the meeting, you may revoke your proxy and vote your shares in person at the meeting. Whichever voting method you choose, please take the time to read the full text of the proxy statement before you vote.
Your vote is very important to us. If you have any questions before you vote, please call one of the Dreyfus service representatives at 1-800-645-6561. Thank you for your response and for your continued investment with The Dreyfus Family of Funds.
Sincerely,
Stephen E. Canter
President
Advantage Funds, Inc.
Dreyfus A Bonds Plus, Inc.
Dreyfus Growth and Income Fund, Inc.
Dreyfus Growth Opportunity Fund, Inc.
Dreyfus Index Funds, Inc.
Dreyfus Institutional Money Market Fund
Dreyfus International Funds, Inc.
Dreyfus MidCap Index Fund, Inc.
Dreyfus Money Market Instruments, Inc.
Dreyfus Premier Equity Funds, Inc.
Dreyfus Premier Manager Funds I
Dreyfus Premier Manager Funds II
Dreyfus Stock Index Fund, Inc.
Dreyfus Variable Investment Fund
_________________
Notice of Special Meetings of Stockholders
To Be Held on June 29, 2006
_________________
To the Stockholders:
Special Meetings of Stockholders of each of the funds in The Dreyfus Family of Funds listed above (each, a “Fund” and, collectively, the “Funds”)* will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Thursday, June 29, 2006 at the time set forth on Schedule 1 to the Proxy Statement, for the following purposes:
1. To elect Board members to hold office until their successors are duly elected and qualified.
2. To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof.
___________________
| * | Advantage Funds, Inc., Dreyfus Index Funds, Inc., Dreyfus Institutional Money Market Fund, Dreyfus International Funds, Inc., Dreyfus Money Market Instruments, Inc., Dreyfus Premier Equity Funds, Inc., Dreyfus Premier Manager Funds I, Dreyfus Premier Manager Funds II and Dreyfus Variable Investment Fund are "series" investment companies comprised of separate portfolios, each of which may be deemed a Fund, as applicable, in the Proxy Statement. For a list of the series, see Schedule 1 to the Proxy Statement. |
Stockholders of record at the close of business on May 3, 2006 will be entitled to receive notice of and to vote at the meeting.
| By Order of the Boards Michael A. Rosenberg Secretary |
New York, New York
May 12, 2006
Advantage Funds, Inc.
Dreyfus A Bonds Plus, Inc.
Dreyfus Growth and Income Fund, Inc.
Dreyfus Growth Opportunity Fund, Inc.
Dreyfus Index Funds, Inc.
Dreyfus Institutional Money Market Fund
Dreyfus International Funds, Inc.
Dreyfus MidCap Index Fund, Inc.
Dreyfus Money Market Instruments, Inc.
Dreyfus Premier Equity Funds, Inc.
Dreyfus Premier Manager Funds I
Dreyfus Premier Manager Funds II
Dreyfus Stock Index Fund, Inc.
Dreyfus Variable Investment Fund
COMBINED PROXY STATEMENT
Special Meetings of Stockholders
to be held on Thursday, June 29, 2006
This Proxy Statement is furnished in connection with a solicitation of proxies by each of the respective Boards of Advantage Funds, Inc. (“AF”), Dreyfus A Bonds Plus, Inc. (“DABP”), Dreyfus Growth and Income Fund, Inc. (“DGIF”), Dreyfus Growth Opportunity Fund, Inc. (“DGOF”), Dreyfus Index Funds, Inc. (“DIF”), Dreyfus Institutional Money Market Fund (“DIMMF”), Dreyfus International Funds, Inc. (“DILF”), Dreyfus MidCap Index Fund, Inc. (“DMIF”), Dreyfus Money Market Instruments, Inc. (“DMMI”), Dreyfus Premier Equity Funds, Inc. (“DPEF”), Dreyfus Premier Manager Funds I (“DPMFI”), Dreyfus Premier Manager Funds II (“DPMFII”), Dreyfus Stock Index Fund, Inc. (“DSIF”) and Dreyfus Variable Investment Fund (“DVIF”) (each, a “Fund” and, collectively, the “Funds”) to be used at the Special Meeting of Stockholders (the “Meeting”) of each Fund to be held on Thursday, June 29, 2006 at the time set forth on Schedule 1 to this Proxy Statement, at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in such Notice. Stockholders of record at the close of business on May 3, 2006 are entitled to receive notice of 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, by calling the toll-free telephone number, through the Internet 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 before the Meeting. In addition, any stockholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given.
Stockholders of each Fund will vote as a single class (which includes all series of a Fund) and will vote separately from the stockholders of each other Fund on the election of Board members. It is essential that stockholders who own shares in more than one Fund complete, date, sign and returneach proxy card they receive.
Information as to the number of shares outstanding and share ownership for each Fund is set forth on Schedule 2 to this Proxy Statement.
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.
PROPOSAL: 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 as indicated. The Nominees were selected and nominated by those members of the present Boards of the relevant Funds who are not “interested persons” of the Funds (“Independent Board members”), as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). The Nominees currently serve as Board members of some or all of the Funds or, in the case of Peggy C. Davis, as a Board member of other funds in The Dreyfus Family of Funds. Some Board members of certain Funds were previously elected by shareholders and need not be re-elected to the Board of those Funds. The election of additional Board members to the Boards of Funds is being proposed primarily so as to consolidate the Boards of the Funds. Consolidating the Boards of the Funds may provide certain administrative efficiencies and potential future cost savings for the Funds. Each Nominee has consented to being named in this Proxy Statement and has agreed to serve as a Board member of the indicated Funds if elected. With respect to DABP, DGIF, DGOF, DIMMF, DILF, DMMI, DPEF and DVIF, the Nominees for election as Board members of these Funds are: Peggy C. Davis, Joseph S. DiMartino, David P. Feldman, Ehud Houminer, Gloria Messinger and Anne Wexler. With respect to AF, DIF, DMIF, DPMFI, DPMFII and DSIF, the Nominees for election as Board members of these Funds are: Peggy C. Davis, James F. Henry and Dr. Martin Peretz.
The persons named as proxies on the enclosed proxy card(s) will vote for the election of the Nominees unless authority to vote for any or all of the Nominees is withheld in the proxy. Each Nominee elected will serve as an Independent Board member of the respective Fund commencing, subject to the discretion of the Board, on or about January 1, 2007 (other than those Nominees who are current Independent Board members of such Fund) and until his or her successor is duly elected and qualified. 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 will vote for such other nominee or nominees as the Funds’ Independent Board members may recommend. Independent board members of investment companies play a critical role in overseeing fund operations and policing potential conflicts of interest between the fund and its investment adviser and other service providers. The following tables present information about the current Board members and Nominees, including their principal occupations and other board memberships and affiliations and when they first became a Board member of a Fund of which they are currently a Board member. The address of each Board member and Nominee is c/o The Dreyfus Corporation, 200 Park Avenue, 8th Flr., New York, New York 10166. Information about each Board member’s and Nominee’s ownership of shares of the Funds and other relevant information, including information about the Funds’ officers, is set forth on Exhibit A to this Proxy Statement.
| Name (Age) of Board Member or Nominee Position with Funds (Since) | Principal Occupation During Past 5 Years | Other Board Memberships and Affiliations |
| Peggy C. Davis (62) N/A | Shad Professor of Law, New York University School of Law (1983 - present) Writer and teacher in the fields of evidence, constitutional theory, family law, social sciences and the law, legal process and professional methodology and training | Board member of 12 funds (26 if elected at the Meeting) in The Dreyfus Family of Funds (23 portfolios and 71 if elected at the Meeting) |
| Joseph S. DiMartino (62) Chairman of the Board AF (1995) DABP (1995) DGIF (1995) DGOF (1995) DIF (1995) DIMMF (1995) DILF (1995) DMIF (1995) DMMI (1995) DPEF (1995) DPMFI (2003) DPMFII (2003) DSIF (1995) DVIF (1995) | Corporate Director and Trustee | The Muscular Dystrophy Association,Director Levcor International, Inc., an apparel fabric processor,Director Century Business Services, Inc., a provider of outsourcing functions for small and medium size companies,Director The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants,Director Sunair Services Corporation, engages in the design, manufacture and sale of high frequency systems for long-range voice and data communications, as well as provides certain outdoor-related services to homes and businesses,Director Board member of 90 funds (before and after the Meeting) in The Dreyfus Family of Funds (192 portfolios, before and after the Meeting) |
| David P. Feldman (66) Board Member AF (1996) DABP (1994) DGIF (1994) DGOF (1994) DIF (1991) DIMMF (1994) DILF (1994) DMIF (1991) DMMI (1994) DPEF (1994) DPMFI (2003) DPMFII (2003) DSIF (1989) DVIF (1994) | Corporate Director and Trustee | BBH Mutual Funds Group (11 funds), Director The Jeffrey Company, a private investment company,Director QMED, a medical device company,Director Board member of 22 funds (before and after the Meeting) in The Dreyfus Family of Funds (57 portfolios, before and after the Meeting) |
| James F. Henry (75) Board Member DABP (1976) DGIF (1991) DGOF (1971) DIMMF (1980) DILF (1993) DMMI (1974) DPEF (1968) DVIF (1990) | President, The International Institute for Conflict Prevention and Resolution, a non-profit organization principally engaged in the development of alternatives to business litigation (Retired 2003) Advisor to The Elaw Forum, a consultant on managing corporate legal costs Advisor to John Jay Homestead (the restored home of the first U.S. Chief Justice) Individual Trustee of several trusts | Board member of 8 funds (14 if elected at the Meeting) in The Dreyfus Family of Funds (21 portfolios and 48 if elected at the Meeting) Director, advisor and mediator involved in several non-profit organizations, primarily engaged in domestic and international dispute resolution, and historic preservation |
| Ehud Houminer (65) Board Member AF (1993) DIF (1996) DMIF (1996) DPMFI (2003) DPMFII (2003) DSIF (1996) | Executive-in-Residence at the Columbia Business School, Columbia University Principal of Lear, Yavitz and Associates, a management consulting firm (1996 - 2001) | Avnet Inc., an electronics distributor,Director International Advisory Board to the MBA Program School of Management, Ben Gurion University,Chairman Explore Charter School, Brooklyn, NY, Chairman Board member of 14 funds (22 if elected at the Meeting) in The Dreyfus Family of Funds (37 portfolios and 59 if elected at the Meeting) |
| Dr. Paul A. Marks (79) Board Member DABP (1979) DGIF (1991) DGOF (1979) DIMMF (1980) DILF (1993) DMMI (1979) DPEF (1978) DVIF (1990) | President, Emeritus (2000- Present) and President and Chief Executive Officer of Memorial Sloan-Kettering Cancer Center (Retired 1999) | Pfizer, Inc., a pharmaceutical company, Director-Emeritus Lazard Freres & Company, LLC,Senior Adviser Carrot Capital Health Care Ventures,Adviser Armgo-Start-Up Biotech,Board of Directors Nanoviricide,Board Director PTC,Scientific Advisory Board Board member of 8 funds (before and after the Meeting) in The Dreyfus Family of Funds (21 portfolios, before and after the Meeting) |
| Gloria Messinger (76) Board Member AF (1993) DIF (1996) DMIF (1996) DPMFI (2003) DPMFII (2003) DSIF (1996) | Arbitrator for American Arbitration Association and National Association of Securities Dealers, Inc. Consultant in Intellectual Property | Theater for a New Audience, Inc.,Director Brooklyn Philharmonic,Director Board member of 6 funds (14 if elected at the Meeting) in The Dreyfus Family of Funds (26 portfolios and 48 if elected at the Meeting) |
| Dr. Martin Peretz (66) Board Member DABP (1976) DGIF (1991) DGOF (1971) DIMMF (1980) DILF (1993) DMMI (1974) DPEF (1968) DVIF (1990) | Editor-in-Chief of The New Republic Magazine Lecturer in Social Studies at Harvard University (1965-2001) Co-Chairman of TheStreet.com, a financial daily on the web | Academy for Liberal Education, an accrediting agency for colleges and universities certified by the U.S. Department of Education, Director Harvard Center for Blood Research,Trustee Bard College,Trustee Board of Overseers of YIVO Institute for Jewish Research,Chairman Board member of 8 funds (14 if elected at the Meeting) in The Dreyfus Family of Funds (21 portfolios and 48 if elected at the Meeting) |
| Anne Wexler (75) Board Member AF (1996) DIF (1991) DMIF (1991) DPMFI (2003) DPMFII (2003) DSIF (1991) | Chairman of the Wexler & Walker Public Policy Associates, consultants specializing in government relations and public affairs | Wilshire Mutual Funds (5 funds),Director Methanex Corporation, a methanol production company,Director Member of the Council of Foreign Relations Member of the National Park Foundation Board member of 14 funds (22 if elected at the Meeting) in The Dreyfus Family of Funds (35 portfolios and 57 if elected at the Meeting) |
Each Fund typically pays its Board members its allocated portion of an annual retainer and a fee per meeting attended for the Fund and other funds in The Dreyfus Family of Funds, and reimburses them for their expenses. With respect to AF, DIF, DMIF, DFMFI, DPMFII and DSIF only, the Chairman of the Board receives an additional 25% of such compensation. Emeritus Board members of a Fund are entitled to receive an annual retainer and a per meeting attended fee of one-half the amount paid to them as Board members. For information on the amount of compensation paid to each current Board member by a Fund for the Fund’s last fiscal year, and paid by all funds in The Dreyfus Family of Funds for which such person was a Board member for the year ended December 31, 2005, see Exhibit A to this Proxy Statement.
Each Fund has a standing audit, nominating and compensation committee, each of which is comprised of the Fund’s Independent Board members. For information on the number of committee meetings held during a Fund’s last fiscal year, see Exhibit A to this Proxy Statement.
The function of each Fund’s audit committee (the “Audit Committee”) is to (i) oversee the Fund’s accounting and financial reporting processes and the audits of the Fund’s financial statements and (ii) assist in the Board’s oversight of the integrity of the Fund’s financial statements, the Fund’s compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications, independence and performance.
Each Fund’s nominating committee is composed entirely of the Fund’s Independent Board members and is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by stockholders. In evaluating potential nominees, including any nominees recommended by stockholders, the committee takes into consideration various factors listed in the nominating committee charter, including character and integrity, business and professional experience, and whether the committee believes the person has the ability to apply sound and independent business judgment and would act in the interest of the Fund and its shareholders. The nominating committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166, which includes information regarding the recommended nominee as specified in the nominating committee charter. A copy of the Funds’ nominating committee charter is set forth in Exhibit B to this Proxy Statement.
The function of the compensation committee is to establish the appropriate compensation for serving on the Board. Each Fund also has a standing pricing/evaluation committee comprised of any one Board member. The function of the pricing/evaluation committee is to assist in valuing the Fund’s investments.
Required Vote
For each Fund, the election of a Nominee requires the affirmative vote of a plurality of votes cast at the Meeting for the election of Board members of the Fund.
ADDITIONAL INFORMATION
Selection of Independent Registered Public Accounting Firm
The 1940 Act requires that each Fund’s independent registered public accounting firm (the “independent auditors”) be selected by a majority of the Independent Board members of the Fund. One of the purposes of each Fund’s Audit Committee is to recommend to the Fund’s Board the selection, retention or termination of independent auditors for the Fund. The Audit Committee of each of DIF, DSIF and DPMFII recommended, and each such Fund’s Board, including a majority of its Independent Board members, approved, the selection of PricewaterhouseCoopers LLP (“PWC”), and each other Fund’s Audit Committee recommended, and each such Fund’s Board, including a majority of its Independent Board members, approved the selection of Ernst & Young LLP (“Ernst & Young”), as such Fund’s independent auditors for the Fund’s current fiscal year. Representatives of Ernst & Young and PWC are expected to be present at the Meeting and will have an opportunity to make a statement (if the representatives so desire) and to respond to appropriate questions. After reviewing the relevant Fund’s audited financial statements for the Fund’s most recently completed fiscal year, each Fund’s Audit Committee recommended to the Fund’s Board that such statements be included in the Fund’s Annual Report to Stockholders.
Information regarding the audit and related fees that the independent auditors charged the Funds is set forth in Exhibit A.
The Audit Committee for each Fund considered the compatibility of any non-audit services with the independence of PWC or Ernst & Young LLP, as the case may be.
Investment Adviser, Distributor and Transfer Agent
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as each Fund’s investment adviser.
Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus with principal offices at 200 Park Avenue, New York, New York 10166, serves as each Fund’s distributor.
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, 200 Park Avenue, New York, New York 10166, serves as each Fund’s transfer and dividend disbursing agent.
Voting Information
Each Fund will bear its pro rata share of the cost of soliciting proxies based on the net assets of the Fund. In addition to the use of the mails, proxies may be solicited personally or by telephone, and each Fund may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals. Certain Funds may retain a proxy solicitor to assist in the solicitation of proxies primarily by contacting stockholders by telephone, which is expected to cost approximately $80,000 plus any out of pocket expenses, such cost to be borne pro rata among such Funds based on their net assets. Authorizations to execute proxies may be obtained by telephonic instructions in accordance with procedures designed to authenticate the stockholder’s identity. In all cases where a telephonic proxy is solicited (as opposed to where the stockholder calls the toll-free number directly to vote), the stockholder will be asked to provide his or her address and social security number (in the case of an individual) or taxpayer identification number (in the case of a non-individual) and to confirm that the stockholder has received the Fund’s proxy statement and proxy card in the mail. Within 72 hours of receiving a stockholder’s telephonic voting instructions, a confirmation will be sent to the stockholder to ensure that the vote has been taken in accordance with the stockholder’s instructions and to provide a telephone number to call immediately if the stockholder’s instructions are not correctly reflected in the confirmation. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and if no voting instructions are given, shares will be voted “FOR” the proposal. Any stockholder giving a proxy may revoke it at any time before it is exercised by submitting to the Fund a written notice of revocation or a subsequently executed proxy, by calling the toll-free telephone number or through the Internet, or by attending the Meeting and voting in person.
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 Fund shares on a particular matter with respect to which the broker or nominee does not have a discretionary power) or is marked with an abstention (collectively, “abstentions”), the Fund 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. Abstentions will not constitute a vote in favor of the proposal.
If a quorum is not present at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies.
Shares of Dreyfus Variable Investment Fund and Dreyfus Stock Index Fund, Inc. have been offered only to separate accounts established by insurance companies (“Participating Insurance Companies”) to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). As the owner of all of the assets held in such separate accounts, the Participating Insurance Companies are the record owners of such Fund’s shares. However, pursuant to applicable laws, Fund shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies (“Policyowners”). Participating Insurance Companies have agreed to solicit instructions from Policyowners holding Fund shares in the relevant separate account as of the record date of the Meeting and to vote by proxy the shares at the Meeting according to such instructions. To be effective, voting instructions must be received by Participating Insurance Companies prior to the close of business on June 28, 2006. Such instructions may be revoked at any time prior to the Meeting by written notice of revocation or another voting instructions form delivered to the relevant Participating Insurance Company. Participating Insurance Companies will vote by proxy (i) Fund shares as to which no timely instructions are received, (ii) Fund shares owned exclusively by the relevant Participating Insurance Company or its affiliates and (iii) Fund shares held in the separate account representing charges imposed by the relevant Participating Insurance Company against the separate account, for or against the relevant proposal in the same proportion as the voting instructions received from Policyowners. Additional information regarding voting instruction rights is provided in the prospectus or statement of additional information for the Policies.
OTHER MATTERS
No Fund’s Board is aware of any other matters which may come before the Meeting. However, should any such matters 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.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the appropriate Fund, in care of Dreyfus Transfer, Inc., P.O. Box 9263, Boston, Massachusetts 02205-8501, whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of this 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(S) IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURNEACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: May 12, 2006
SCHEDULE 1
The following is a list of times at which each Fund’s meeting will be held. With respect to those Funds that are series funds, the list also identifies each such Fund’s series.
| Name of Fund Dreyfus A Bonds Plus, Inc. Dreyfus Growth and Income Fund, Inc. Dreyfus Growth Opportunity Fund, Inc. Dreyfus Institutional Money Market Fund - - Government Securities Series - - Money Market Series Dreyfus International Funds, Inc. - - Dreyfus Premier Emerging Markets Fund Dreyfus Money Market Instruments, Inc. - - Government Securities Series - - Money Market Series Dreyfus Premier Equity Funds, Inc. - - Dreyfus Premier Growth and Income Fund Dreyfus Variable Investment Fund - - Appreciation Portfolio - - Balanced Portfolio - - Developing Leaders Portfolio - - Disciplined Stock Portfolio - - Growth and Income Portfolio - - International Equity Portfolio - - International Value Portfolio - - Limited Term High Yield Portfolio - - Money Market Portfolio - - Quality Bond Portfolio - - Small Company Stock Portfolio - - Special Value Portfolio Advantage Funds, Inc. - - Dreyfus Emerging Leaders Fund - - Dreyfus Premier International Value Fund - - Dreyfus Midcap Value Fund - - Dreyfus Small Company Value Fund - - Dreyfus Premier Future Leaders Fund - - Dreyfus Premier Midcap Value Fund - - Dreyfus Premier Select Midcap Growth Fund - - Dreyfus Premier Small Company Growth Fund - - Dreyfus Premier Strategic Value Fund - - Dreyfus Premier Structured Large Cap Value Fund - - Dreyfus Premier Structured Midcap Fund - - Dreyfus Premier Technology Growth Fund - - Dreyfus Premier Global Alpha Fund - - Dreyfus Premier Total Return Advantage Fund - - Global Alpha Fund Dreyfus Premier Manager Funds I - - Bear Stearns Prime Money Market Fund - - Dreyfus Premier Alpha Growth Fund - - Dreyfus Premier Intrinsic Value Fund - - Dreyfus Premier S&P STARS Fund - - Dreyfus Premier S&P STARS Opportunities Fund Dreyfus Premier Manager Funds II - - Dreyfus Premier Balanced Opportunity Fund - - Dreyfus Premier Blue Chip Fund - - Dreyfus Premier Select Fund Dreyfus Index Funds, Inc. - - Dreyfus International Stock Index Fund - - Dreyfus S&P 500 Index Fund - - Dreyfus Smallcap Stock Index Fund Dreyfus Midcap Index Fund, Inc. Dreyfus Stock Index Fund, Inc. | Time of Stockholder Meeting 2:00 p.m. 2:00 p.m. 2:00 p.m. 2:00 p.m. 2:00 p.m. 2:00 p.m. 2:00 p.m. 2:00 p.m. 3:00 p.m. 3:00 p.m. 3:00 p.m. 4:00 p.m. 4:00 p.m. 4:00 p.m. |
SCHEDULE 2
PERTAINING TO SHARE OWNERSHIP
Set forth below for each Fund is information as to the number of shares of the Fund outstanding and those stockholders known by the Fund, if any, to own beneficially 5% or more of the Fund’s outstanding voting securities (including series thereof) as of April 14, 2006. As of April 14, 2006, each Fund’s current Board members and officers, as a group, owned less than 1% of the Fund’s outstanding shares.
| Name of Fund and Number of Shares Outstanding | Name and Address of Stockholder | Amount of Shares Held | Percentage of Shares Held |
| AF 152,094,272.858 |
| NFS LLC FEBO NFS/FMTC IRA FBO Homer J. Tidwell 1926 Castleman Drive Nashville, TN 37215-3902 Merrill Lynch, Pierce, Fenner & Smith Incorporated for the Sole Benefit of its Customers 4800 Deer Lake Drive East, Floor 3 Jacksonville, FL 32246-6484 The Vanguard Fiduciary Trust Company P.O. Box 2600 Valley Forge, PA 19482-2600 Charles Schwab & Co., Inc. Reinvest Account 101 Montgomery Street San Francisco, CA 94104-4151 | 16,996,646.009 9,649,170.270 8,391,422.092 9,203,022.441 | 11.18% 6.34% 5.52% 6.05% |
| DABP 25,089,556.458 |
| Nationwide Variable Account P.O. Box 182029 Columbus, OH 43218-2029 The Guardian Insurance & Annuity Company, Inc. c/o Equity Accounting 3900 Burgess Place Bethlehem, PA 18017-9097 Charles Schwab & Co., Inc. Reinvest Account 101 Montgomery Street # Dept San Francisco, CA 94104-4151 | 2,670,394.826 2,414,091.377 1,677,540.979 | 10.64% 9.62% 6.69% |
| DIF 152,094,272.858 |
| Fidelity Investments Institutional Operations Company, Inc., as Agent for Shire Pharmaceuticals Inc. 100 Magellan Way (KW1C) Covington, KY 41015-1987 NFS LLC FEBO Elizabeth Franks 97 Union Street Bristol, RI 02809-2117 Nationwide Life Insurance Nationwide GPVA c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 AIG Federal Savings Bank TTEE FBO Victoria County 457 Deferred Compensation Plan 2929 Allen Parkway #L3-00 Houston, TX 77019-7104 Charles Schwab & Co., Inc. Reinvest Account 101 Montgomery Street San Francisco, CA 94104-4151 | 20,580,758.662 8,879,357.124 10,099,276.126 16,462,581.748 24,537,446.005 | 14.05% 6.06% 6.89% 11.24% 16.75% |
| DIMMF 490,797,883.837 |
| Hare & Co. c/o Bank of New York Short Term Investment Funds 111 Sanderscreek Parkway, 2nd Floor E. Syracuse, NY 13057-1382 Robert W. Baird & Co. Omnibus Account for the Exclusive Benefit of Customers P.O. Box 672 Milwaukee, WI 53201-0672 | 399,013,933.240 27,013,157.400 | 81.30% 5.50% |
| DILF 63,572,706.157 |
| NFS LLC FEBO FMT CO CUST IRA FBO Matthew C. Patrick P.O. Box 3203 Waquoit, MA 02536-3203 Citigroup Global Markets Inc. 333 W. 34th Street, 3rd Floor New York, NY 10001-2402 JP Morgan Chase Bank as Directed TR FBO The Super Saver Employees Plan c/o JP Morgan American Century PO Box 419784 Kansas City, MO 64141-6784 SEI Private Trust Company c/o Hale and Dorr One Freedom Valley Drive Oaks, PA 19456 Charles Schwab & Co. Inc. Reinvest Account 101 Montgomery St. # Dept. San Francisco, CA 94104-4151 | 5,047,520.340 4,609,506.870 6,713,476.338 3,690,874.884 9,331,605.516 | 7.94% 7.25% 10.56% 5.81% 14.68% |
| DMIF 8,045,834.757 |
| NFS LLC FEBO Judith P. Bullard 1208 Tudor Court Hillsborough, NJ 08844-5538 SEI Private Trust c/o Security National One Freedom Valley Drive Oaks, PA 19456 AIG Federal Savings Bank Cust FBO City of Edwardsville 457 Deferred Compensation Plan 2929 Allen Parkway L3-00 Houston, TX 77019 Wachovia Bank FBO Various Retirement Plans 1525 West Wt Harris Boulevard Charlotte, NC 28288-0001 Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104-4151 | 8,164,749.183 5,360,556.544 6,206,102.306 10,671,711.945 16,928,515.642 | 10.15% 6.66% 7.71% 13.26% 21.04% |
| DMMI 799,766,170.065 |
| Citigroup Global Markets Inc. 333 W. 34th Street New York, NY 10001-2402 | 659,514,002.620 | 82.46% |
| DPEF 1,760,983.103 |
| NFS LLC FEBO The Chase Manhattan Bank Cust IRA of Carol Nicklaus 35 Alan Road Danbury, CT 06810-8362 Pershing LLC PO Box 2052 Jersey City, NJ 07303-2052 Merrill Lynch, Pierce, Fenner & Smith Incorporated For the Sole Benefit of Its Customers 4800 Deer Lake Drive E, Floor 3 Jacksonville, FL 32246-6484 First Clearing, LLC 2080 Goodview Town Rd. Goodview, VA 24095-3006 | 296,579.842 125,982.185 120,640.526 114,287.192 | 16.84% 7.15% 6.85% 6.49% |
| DPMFI 2,220,699,629.376 |
| Bear Stearns Securities Corp. 1 Metrotech Center N Brooklyn, NY 11201-3870 | 2,220,699,629.376 | 92.03% |
| DPMFII 49,374,510.274 |
| NFS LLC FEBO JPMorgan Chase Bank R/O Cust IRA of Miguel A. Edwards Noel 1810 Pitman Ave. Bronx, NY 10466-1910 Citigroup Global Markets Inc. 333 West 34th Street, 3rd Floor New York, NY 10001-2402 Thompson Plumb Trust Co. 1200 John O. Hammons Dr. 2nd Floor Madison, WI 53717 Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104-4151 | 5,943,417.256 2,590,732.962 4,436,449.452 5,256,684.500 | 12.04% 5.25% 8.99% 10.65% |
| DSIF 126,692,902.654 |
| Travelers Insurance Co. P.O. Box 990027 Hartford, CT 06199-0027 Nationwide Insurance Co. c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 Allianz Life Insurance Company of North America 5701 Golden Hills Drive Minneapolis, MN 55416-1297 | 15,476,484.496 66,883,875.970 11,451,998.293 | 12.22% 52.79% 9.04% |
| DVIF 221,002,373.662 |
| Annuity Investors Life Insurance Company P.O. Box 5423 Cincinnati, OH 45201-5423 Nationwide Life Insurance c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 First Transamerica Life Insurance Co. Accounting Department 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 AGL Life Assurance Company 610 West Germantown Pike, Suite 460 Plymouth Meeting, PA 19462-1058 Transamerica Occidental Life Insurance Company 1150 S. Olive St. T-25-01 Los Angeles, CA 90015-2209 | 11,351,296.487 14,927,941.431 22,080,762.909 34,553,713.420 80,249,341.858 | 5.14% 6.75% 9.99% 15.64% 36.31% |
EXHIBIT A
Part I
Part I sets forth information regarding the current Board members and Nominees, Board and committee meetings, and independent auditor fees for the Funds as indicated.
The table below indicates the dollar range of each current Board member’s (including Board Members who are Nominees) ownership of shares of each Fund (including series thereof) and the aggregate dollar range of shares of other funds in The Dreyfus Family of Funds for which he or she is a Board member, in each case as of December 31, 2005.
| Name Board Member or Nominee | Dollar Range of Shares Held in Fund |
AF | DABP | DGIF | |||||
|---|---|---|---|---|---|---|---|
Peggy C. Davis | None | None | None | ||||
| Joseph S. DiMartino | None | None | None | ||||
| David P. Feldman | $50,001 - $100,000 | None | None | ||||
| James F. Henry | None | None | Over $100,000 | ||||
| Ehud Houminer | $1- $10,000 | None | None | ||||
| Dr. Paul A. Marks | None | None | None | ||||
| Gloria Messinger | Over $100,000 | None | None | ||||
| Dr. Martin Peretz | None | None | None | ||||
| Anne Wexler | None | None | None | ||||
| Name of Board Member or Nominee | Dollar Range of Shares Held in Fund |
DGOF | DIF | DIMMF | DILF | ||||||
|---|---|---|---|---|---|---|---|---|---|
Peggy C. Davis | None | None | None | None | |||||
| Joseph S. DiMartino | None | None | None | None | |||||
| David P. Feldman | None | None | None | None | |||||
| James F. Henry | Over $100,000 | None | None | None | |||||
| Ehud Houminer | None | $50,001 - $100,000 | None | None | |||||
| Dr. Paul A. Marks | None | None | None | None | |||||
| Gloria Messinger | None | None | None | None | |||||
| Dr. Martin Peretz | $10,001 - $50,000 | None | None | None | |||||
| Anne Wexler | None | None | None | None | |||||
| Name of Board Member or Nominee | Dollar Range of Shares Held in Fund |
DMIF | DMMI | DPEF | DPMFI | ||||||
|---|---|---|---|---|---|---|---|---|---|
Peggy C. Davis | None | None | None | None | |||||
| Joseph S. DiMartino | None | None | None | None | |||||
| David P. Feldman | None | None | None | None | |||||
| James F. Henry | None | None | None | None | |||||
| Ehud Houminer | None | None | None | None | |||||
| Dr. Paul A. Marks | None | None | None | None | |||||
| Gloria Messinger | None | None | None | None | |||||
| Dr. Martin Peretz | None | None | None | None | |||||
| Anne Wexler | None | None | None | None | |||||
Name of Board Member or Nominee | Dollar Range of Shares Held in Fund | Dollar Range of Aggregate Holding of Funds in The Dreyfus Family of Funds |
DPMFII | DSIF | DVIF | |||||||
|---|---|---|---|---|---|---|---|---|---|
Peggy C. Davis | None | None | None | $1 - $10,000 | |||||
| Joseph S. DiMartino | None | None | None | Over $100,000 | |||||
| David P. Feldman | None | None | None | $50,001 - $100,000 | |||||
| James F. Henry | None | None | None | Over $100,000 | |||||
| Ehud Houminer | None | None | None | Over $100,000 | |||||
| Dr. Paul A. Marks | None | None | None | $1 - $10,000 | |||||
| Gloria Messinger | None | None | None | Over $100,000 | |||||
| Dr. Martin Peretz | None | None | None | $10,001 - $50,000 | |||||
| Anne Wexler | None | None | None | None | |||||
As of April 7, 2006, none of the current Board members or Nominees or their immediate family members owned securities of Dreyfus or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Dreyfus.
PERTAINING TO THE BOARD OF EACH FUND
The number of Board meetings and, where applicable, committee meetings, held by each Fund during the Fund’s last fiscal year are as follows:
| Name of Fund | Number of Board Meetings | Number of Audit Committee Meetings | Number of Nominating Committee Meetings | Number of Compensation Committee Meetings |
|---|---|---|---|---|
| AF | 5 | 4 | None | 1 |
| DABP | 5 | 4 | None | 2 |
| DGIF | 4 | 4 | None | 2 |
| DGOF | 6 | 4 | None | 2 |
| DIF | 4 | 5 | None | 2 |
| DIMMF | 5 | 4 | None | 2 |
| DILF | 6 | 4 | None | 2 |
| DMIF | 4 | 4 | None | 2 |
| DMMI | 5 | 4 | None | 2 |
| DPEF | 5 | 4 | None | 2 |
| DPMFI | 5 | 4 | None | None |
| DPMFII | 5 | 4 | 1 | 2 |
| DSIF | 5 | 4 | None | 2 |
| DVIF | 7 | 4 | None | 2 |
______________________
During each Fund’s last fiscal year, each current Board member attended at least 75% of the aggregate of all of the meetings of the Board of each Fund (held during the period s/he was a Board member) and 75% of the meetings held by a committee of the Board of each Fund on which s/he served (during the period that s/he served).
COMPENSATION TABLE
Each of Dreyfus A Bonds Plus, Inc., Dreyfus Growth and Income Fund, Inc., Dreyfus Growth Opportunity Fund, Inc., Dreyfus Institutional Money Market Fund, Dreyfus International Funds, Inc., Dreyfus Money Market Instruments, Inc., Dreyfus Premier Equity Funds, Inc. and Dreyfus Variable Investment Fund currently pays its Board members its allocated portion of an annual retainer of $60,000 and a fee of $8,000 per meeting (with a minimum of $500 per meeting and per telephone meeting) attended, and reimburses them for their expenses. Emeritus Board members are entitled to receive an annual retainer and a per meeting attended fee of one-half the amount paid to them as Board members. Prior to June 1, 2005, each Board member received from the Fund an annual fee of $40,000 and an attendance fee of $6,000 per meeting, and the Chairman of the Board received an additional 25% of such compensation.
Each of Advantage Funds, Inc., Dreyfus Index Funds, Inc., Dreyfus Midcap Index Fund, Inc., Dreyfus Premier Manager Funds I, Dreyfus Premier Manager Funds II and Dreyfus Stock Index Fund, Inc. currently pays its Board members its allocated portion of an annual retainer of $40,000 and of a fee of $5,000 per meeting (with a minimum of $500 per meeting and per telephone meeting) attended, 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 attended fee of one-half the amount paid to them as Board members. Prior to September 27, 2005, each Board member received from the Fund an annual fee of $25,000 and an attendance fee of $4,000 per meeting, and the Chairman of the Board received an additional 25% of such compensation.
The aggregate amount of compensation paid to each current Board member by each Fund for the Fund’s last fiscal year, and by all funds in The Dreyfus Family of Funds for which such person was a Board member (the number of portfolios of such funds is set forth in parenthesis next to each Board member’s total compensation) for the year ended December 31, 2005, were as follows:
Name of Board Member | Aggregate Compensation From Each Fund* | Total Compensation From the Funds and Fund Complex(**) |
| Joseph S. DiMartino AF DABP DGIF DGOF DIF DIMMF DILF DMIF DMMI DPEF DPMFI DPMFII DSIF DVIF | $14,342 $ 5,432 $10,393 $ 3,441 $11,688 $ 6,710 $14,069 $ 5,478 $ 8,534 $ 503 $12,564 $ 2,751 $13,217 $38,532 | $833,262 (190) |
| David P. Feldman AF DABP DGIF DGOF DIF DIMMF DILF DMIF DMMI DPEF DPMFI DPMFII DSIF DVIF | $11,447 $ 4,938 $ 8,314 $ 3,072 $ 9,318 $ 5,820 $11,253 $ 4,365 $ 7,411 $ 403 $10,013 $ 2,352 $10,780 $33,372 | $194,898 (56) |
| James F. Henry DABP DGIF DGOF DIMMF DILF DMMI DPEF DVIF | $ 4,938 $ 8,314 $ 3,072 $ 5,820 $11,253 $ 7,411 $ 402 $33,372 | $90,648 (21) |
| Ehud Houminer AF DIF DMIF DPMFI DPMFII DSIF | $ 10,305 $ 9,318 $ 4,365 $ 10,013 $ 2,352 $ 10,780 | $103,750 (37) |
| Dr. Paul A. Marks DABP DGIF DGOF DIMMF DILF DMMI DPEF DVIF | $ 4,938 $ 8,314 $ 3,072 $ 5,820 $11,253 $ 7,411 $ 402 $33,372 | $90,648 (21) |
| Gloria Messinger AF DIF DMIF DPMFI DPMFII DSIF | $11,447 $ 9,318 $ 4,365 $10,013 $ 2,352 $10,780 | $53,750 (26) |
| Dr. Martin Peretz DABP DGIF DGOF DIMMF DILF DMMI DPEF DVIF | $ 4,938 $ 8,314 $ 2,956 $ 5,820 $11,253 $ 7,411 $ 402 $32,988 | $90,148 (21) |
| Anne Wexler AF DIF DMIF DPMFI DPMFII DSIF | $11,314 $ 9,318 $ 4,365 $10,013 $ 2,352 $10,780 | $99,250 (35) |
_________________
| * | Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed to Board members for attending Board meetings, which in the aggregate amounted to $69,832. |
| ** | Represents the number of separate portfolios comprising the investment companies in the Fund complex, including the Funds, for which the Board member served. |
PERTAINING TO THE INDEPENDENT AUDITORS
Set forth below for each Fund’s last two fiscal years are the amounts the respective independent auditor billed for (i) services rendered in connection with the annual audit of the Fund’s financial statements (“Audit Fees”), (ii) assurance and services rendered that are reasonably related to the performance of the audit or review of the Fund’s financial statements (“Audit-Related Fees”); (iii) professional services rendered for tax compliance, tax planning and tax advice, including primarily the review of each Fund’s tax returns (“Tax Fees”); (iv) other products and services provided (“All Other Fees”); and (v) non-audit services provided to affiliates of Dreyfus (“Aggregate Non-Audit Fees”).
| Name of Fund | Fiscal Year Ended | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | Aggregate Non-Audit Fees Paid by Service Affiliates* | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AF | 8/31/2005 | $ | 287,229 | $ | 56,700 | $ | 47,927 | $ | 9,080 | $ | 1,013,651 | |||||||||
| 8/31/2004 | $ | 289,354 | $ | 54,000 | $ | 48,665 | $ | 8,772 | $ | 557,202 | ||||||||||
| DABP | 3/31/2006 | $ | 31,597 | $ | 5,122 | $ | 3,088 | $ | 5,013 | $ | 769,395 | |||||||||
| 3/31/2005 | $ | 30,163 | $ | 4,725 | $ | 2,805 | $ | 537 | $ | 605,451 | ||||||||||
| DGIF | 10/31/2005 | $ | 29,024 | $ | 4,725 | $ | 3,847 | $ | 1,867 | $ | 755,822 | |||||||||
| 10/31/2004 | $ | 26,775 | $ | 4,500 | $ | 3,068 | $ | 2,224 | $ | 653,655 | ||||||||||
| DGOF | 2/28/2006 | $ | 26,589 | $ | 5,122 | $ | 4,330 | $ | 483 | $ | 777,420 | |||||||||
| 2/28/2005 | $ | 25,382 | $ | 4,725 | $ | 4,084 | $ | 498 | $ | 719,572 | ||||||||||
| DIF | 10/31/2005 | $ | 114,000 | $ | 0 | $ | 9,000 | $ | 0 | $ | 75,000 | |||||||||
| 10/31/2004 | $ | 105,000 | $ | 0 | $ | 8,100 | $ | 0 | $ | 43,708 | ||||||||||
| DIMMF | 12/31/2005 | $ | 55,202 | $ | 0 | $ | 5,454 | $ | 16 | $ | 758,091 | |||||||||
| 12/31/2004 | $ | 50,925 | $ | 0 | $ | 5,026 | $ | 17 | $ | 592,101 | ||||||||||
| DILF | 5/31/2005 | $ | 37,675 | $ | 0 | $ | 4,073 | $ | 843 | $ | 811,636 | |||||||||
| 5/31/2004 | $ | 34,755 | $ | 0 | $ | 4,216 | $ | 827 | $ | 611,435 | ||||||||||
| DMIF | 10/31/2005 | $ | 33,691 | $ | 4,725 | $ | 4,181 | $ | 875 | $ | 755,822 | |||||||||
| 10/31/2004 | $ | 31,080 | $ | 4,500 | $ | 3,068 | $ | 843 | $ | 653,655 | ||||||||||
| DMMI | 12/31/2005 | $ | 55,202 | $ | 0 | $ | 5,499 | $ | 227 | $ | 758,091 | |||||||||
| 12/31/2004 | $ | 50,925 | $ | 0 | $ | 5,026 | $ | 236 | $ | 592,101 | ||||||||||
| DPEF | 9/30/2005 | $ | 25,857 | $ | 4,725 | $ | 3,540 | $ | 175 | $ | 761,002 | |||||||||
| 9/30/2004 | $ | 22,470 | $ | 4,500 | $ | 3,289 | $ | 227 | $ | 790,824 | ||||||||||
| DPMFI | 3/31/2006 | $ | 167,549 | $ | 20,488 | $ | 20,962 | $ | 5,758 | $ | 769,395 | |||||||||
| 3/31/2005 | $ | 159,945 | $ | 0 | $ | 3,382 | $ | 5,819 | $ | 605,451 | ||||||||||
| DPMFII | 11/30/2005 | $ | 132,000 | $ | 0 | $ | 3,000 | $ | 0 | $ | 75,000 | |||||||||
| 11/30/2004 | $ | 41,000 | $ | 0 | $ | 3,000 | $ | 0 | $ | 43,708 | ||||||||||
| DSIF | 12/31/2005 | $ | 44,000 | $ | 0 | $ | 3,000 | $ | 0 | $ | 75,000 | |||||||||
| 12/31/2004 | $ | 41,000 | $ | 0 | $ | 3,000 | $ | 0 | $ | 43,708 | ||||||||||
| DVIF | 12/31/2005 | $ | 243,347 | $ | 81,252 | $ | 35,640 | $ | 13 | $ | 758,091 | |||||||||
| 12/31/2004 | $ | 224,490 | $ | 78,768 | $ | 39,182 | $ | 11 | $ | 592,101 | ||||||||||
_________________
* For Service Affiliates (i.e., Dreyfus and any entity controlling, controlled by or under common control with Dreyfus that provides ongoing services to the Fund), such fees represent only those fees that require pre-approval by the audit committee.
Audit Committee Pre-Approval Policies and Procedures. Each Fund’s Audit Committee has established policies and procedures (the “Policy”) for pre-approval (within specified fee limits) of the independent auditor’s engagements for non-audit services to the Fund and Service Affiliates without specific case-by-case consideration. Pre-approval considerations include whether the proposed services are compatible with maintaining the independent auditor’s independence. The Policy and services covered therein are considered annually. In addition, proposed services requiring pre-approval but not covered by the Policy are considered from time to time as necessary.
Registered Public Accounting Firm Independence. Each Fund’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which did not require pre-approval are compatible with maintaining the independent auditor’s independence.
* * * *
Part II
Part II sets forth information relevant to the officers of each Fund.
| Name (Age) Position with the Funds (Since) | Principal Occupation During Past 5 Years |
| STEPHEN E. CANTER (60) President (2000) | Chairman of the Board and Chief Executive Officer of Dreyfus, and an officer of 90 investment companies (comprised of 185 portfolios) managed by Dreyfus. Mr. Canter also is a Board member and, where applicable, an Executive Committee Member of the other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of Dreyfus. |
| STEPHEN R. BYERS (52) Executive Vice President (2002) | Chief Investment Officer, Vice Chairman and a director of Dreyfus, and an officer of 90 investment companies (comprised of 185 portfolios) managed by Dreyfus. Mr. Byers also is an officer, director, Board member or an Executive Committee Member of certain other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of Dreyfus. |
| MARK N. JACOBS (60) Vice President (2000) | Executive Vice President, Secretary, and General Counsel of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| MICHAEL A. ROSENBERG (46) Vice President and Secretary (2005) | Associate General Counsel of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| JAMES BITETTO (39) Vice President and Assistant Secretary (2005) | Assistant General Counsel and Assistant Secretary of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| JONI LACKS CHARATAN (50) Vice President and Assistant Secretary (2005) | Associate General Counsel of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| JOSEPH M. CHIOFFI (44) Vice President and Assistant Secretary (2005) | Assistant General Counsel of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| JANETTE E. FARRAGHER (43) Vice President and Assistant Secretary (2005) | Associate General Counsel of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| JOHN B. HAMMALIAN (42) Vice President and Assistant Secretary (2005) | Associate General Counsel of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| ROBERT R. MULLERY (54) Vice President and Assistant Secretary (2005) | Associate General Counsel of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| JEFF PRUSNOFSKY (40) Vice President and Assistant Secretary (2005) | Associate General Counsel of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| JAMES WINDELS (47) Treasurer (2001) | Director - Mutual Fund Accounting of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| GAVIN C. REILLY (37) Assistant Treasurer (2005) | Tax Manager of the Investment Accounting and Support Department of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| ROBERT SVAGNA (39) Assistant Treasurer (2005) | Senior Accounting Manager - Equity Funds of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| ROBERT S. ROBOL (42) Assistant Treasurer (2005) | Senior Accounting Manager - Money Market and Municipal Bond Funds of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| ERIK D. NAVILOFF (37) Assistant Treasurer (2005) | Senior Accounting Manager--Taxable Fixed Income Funds of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. |
| WILLIAM GERMENIS (35) Anti-Money Laundering Compliance Officer (2002) | Vice President and Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 87 investment companies (comprised of 197 portfolios) managed by Dreyfus |
| JOSEPH W. CONNOLLY (48) Chief Compliance Officer (2004) | Chief Compliance Officer of Dreyfus and The Dreyfus Family of Funds (91 investment companies, comprised of 201 portfolios). From November 2001 through March 2004, Mr. Connolly was first Vice-President, Mutual Fund Servicing for Mellon Global Securities Services. |
The address of each officer of the Fund is 200 Park Avenue, New York, New York 10166.
* * * *
Part III
Part III sets forth information for each Fund regarding the beneficial ownership of its shares by Nominees, current Board members and officers of the Fund. As of December 31, 2005, each Fund’s current Board members and officers, as a group, owned less than 1% of the Fund’s outstanding shares.
The following Nominees, current Board members and officers owned shares in the Funds as indicated below:
| Name of Board Member, Nominee or Officer | Fund | Amount of Beneficial Ownership |
| David P. Feldman* | AF | 1,868.111 shares |
| James F. Henry* | DGIF DGOF | 12,517.337 shares 40,362.806 shares |
| Ehud Houminer* | AF DIF | 416.670 shares 1,929.283 shares |
| Gloria Messinger* | AF | 7,898.503 shares |
| Dr. Martin Peretz* | DGOF | 4,160.328 shares |
| Stephen E. Canter** | AF DILF | 9,023.995 shares 10,660.924 shares |
| Janette E. Farragher** | AF DIF | 1,598.082 shares 9,394.790 shares |
| John B. Hammalian** | DIF DMIF | 997.316 shares 451.941 shares |
| Jeff Prusnofsky** | AF | 1,340.325 shares |
| * | As of December 31, 2005. |
| ** | As of April 7, 2006. |
* * * *
EXHIBIT B
NOMINATING COMMITTEE CHARTER AND PROCEDURES
THE DREYFUS FAMILY OF FUNDS
(each, the “Fund”)
ORGANIZATION
The Nominating Committee (the “Committee”) of each Fund shall be composed solely of Directors/Trustees (“Directors”) who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Directors”). The Board of Directors of the Fund (the “Board”) shall select the members of the Committee and shall designate the Chairperson of the Committee.
RESPONSIBILITIES
The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund.
EVALUATION OF POTENTIAL NOMINEES
In evaluating a person as a potential nominee to serve as a Director of the Fund (including any nominees recommended by shareholders as provided below), the Committee shall consider, among other factors it may deem relevant:
| • | the character and integrity of the person; |
| • | whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund; |
| • | whether or not the person has any relationships that might impair his or her service on the Board; |
| • | whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding the number and percentage of Independent Directors on the Board; |
| • | whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related fund complexes; |
| • | whether or not the person is willing to serve and is willing and able to commit the time necessary for the performance of the duties and responsibilities of a Director of the Fund; |
| • | the contribution which the person can make to the Board and the Fund, in conjunction with the other Directors, with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant; and |
| • | whether the Committee believes the person has the ability to apply sound and independent business judgment and would act in the interests of the Fund and its shareholders. |
While the Committee is solely responsible for the selection and nomination of Directors, the Committee may consider nominees recommended by Fund shareholders. The Committee will consider recommendations for nominees from shareholders sent to the Secretary of the Fund c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166. A nomination submission must include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, as well as information sufficient to evaluate the factors listed above. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.
NOMINATION OF DIRECTORS
After a determination by the Committee that a person should be selected and nominated as a Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration.
REVIEW OF CHARTER AND PROCEDURES
The Committee shall review the charter and procedures from time to time, as it considers appropriate.
DREYFUS A BONDS PLUS, INC.
DREYFUS GROWTH AND INCOME FUND, INC.
DREYFUS GROWTH OPPORTUNITY FUND, INC.
DREYFUS INSTITUTIONAL MONEY MARKET FUND
DREYFUS INTERNATIONAL FUNDS, INC.
DREYFUS MONEY MARKET INSTRUMENTS, INC.
DREYFUS PREMIER EQUITY FUNDS, INC.
DREYFUS VARIABLE INVESTMENT FUND
The undersigned stockholder(s) of ____________________ (the “Fund”), hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, 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 the Fund standing in the name of the undersigned at the close of business on May 3, 2006, at a Special Meeting of Stockholders to be held at The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 2:00 p.m., on Thursday, June 29, 2006 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 proposal, as more fully described in the Proxy Statement for the meeting.
Please mark boxes in blue or black ink.
1. Election of Board Members:
| For all Nominees /_/ | Withhold Authority /_/ only for those Nominee(s) whose name(s) I have written Below | Withhold Authority /_/ for all Nominees |
Nominees for Election are: Peggy C. Davis, Joseph S. DiMartino, David P. Feldman, Ehud Houminer, Gloria Messinger, and Anne Wexler.
2. In their discretion, to vote on such other matters as may properly come before the meeting and any adjournment(s) thereof.
ADVANTAGE FUNDS, INC.
DREYFUS PREMIER MANAGER FUNDS I
DREYFUS PREMIER MANAGER FUNDS II
The undersigned stockholder(s) of ____________________ (the “Fund”), hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, 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 the Fund standing in the name of the undersigned at the close of business on May 3, 2006, at a Special Meeting of Stockholders to be held at The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 3:00 p.m., on Thursday, June 29, 2006 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 proposal, as more fully described in the Proxy Statement for the meeting.
Please mark boxes in blue or black ink.
1. Election of Board Members:
| For all Nominees /_/ | Withhold Authority /_/ only for those Nominee(s) whose name(s) I have written Below | Withhold Authority /_/ for all Nominees |
Nominees for Election are: Peggy C. Davis, James F. Henry and Dr. Martin Peretz.
2. In their discretion, to vote on such other matters as may properly come before the meeting and any adjournment(s) thereof.
DREYFUS INDEX FUNDS, INC.
DREYFUS MIDCAP INDEX FUND, INC.
DREYFUS STOCK INDEX FUND, INC.
The undersigned stockholder(s) of ____________________ (the “Fund”), hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, 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 the Fund standing in the name of the undersigned at the close of business on May 3, 2006, at a Special Meeting of Stockholders to be held at The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 4:00 p.m., on Thursday, June 29, 2006 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 proposal, as more fully described in the Proxy Statement for the meeting.
Please mark boxes in blue or black ink.
1. Election of Board Members:
| For all Nominees /_/ | Withhold Authority /_/ only for those Nominee(s) whose name(s) I have written Below | Withhold Authority /_/ for all Nominees |
Nominees for Election are: Peggy C. Davis, James F. Henry and Dr. Martin Peretz.
2. In their discretion, to vote on such other matters as may properly come before the meeting and any adjournment(s) thereof.
FOUR EASY WAYS TO VOTE YOUR PROXY
| 1. | Call Toll-Free 1-888-221-0697, enter the control number listed below and follow the recorded instructions; or |
| 2. | Visit theInternet website www.proxyvote.com, enter the control number listed below and follow the instructions on the website; or |
| 3. | Return this Proxy Card, signed and dated, in the enclosed postage-paid envelope. * * * CONTROL NUMBER: _______________ |
THIS PROXY IS SOLICITED BY THE FUND’S BOARD AND WILL BE VOTED FOR THE ABOVE PROPOSAL UNLESS OTHERWISE INDICATED.
| Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each shareholder is requested to sign, but only one signature is required. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. By signing this proxy card, receipt of the accompanying Notice of Special Meeting of Stockholders and Proxy Statement is acknowledged. |
| Dated: ____________, 2006 _________________________ Signature(s) _________________________ Signature(s) |
If you areNOT voting by Telephone or Internet, Please Sign,
Date and Return the Proxy Card
Promptly Using the Enclosed Envelope