N-CSRS 1 formncsr43010.htm SEMI-ANNUAL REPORT formncsr43010.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number                         811-5883

Dreyfus Index Funds, Inc.
(Exact name of Registrant as specified in charter)

c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
(Address of principal executive offices) (Zip code)

Michael A. Rosenberg, Esq.
200 Park Avenue
New York, New York 10166
(Name and address of agent for service)

Registrant's telephone number, including area code: (212) 922-6000
Date of fiscal year end: 10/31  
Date of reporting period: 4 / 30 / 2010  



FORM N-CSR

Item 1. Reports to Stockholders.






Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.dreyfus.com and sign up for Dreyfus eCommunications. It’s simple and only takes a few minutes.

The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value



 

Contents

 

THE FUND

2     

A Letter from the Chairman and CEO

3     

Discussion of Fund Performance

6     

Understanding Your Fund’s Expenses

6     

Comparing Your Fund’s Expenses With Those of Other Funds

7     

Statement of Investments

36     

Statement of Financial Futures

37     

Statement of Assets and Liabilities

38     

Statement of Operations

39     

Statement of Changes in Net Assets

40     

Financial Highlights

41     

Notes to Financial Statements

54     

Information About the Review and Approval of the Fund’s Management Agreement

 

FOR MORE INFORMATION

 

Back Cover



The Fund

Dreyfus International
Stock Index Fund


A LETTER FROM THE CHAIRMAN AND CEO

Dear Shareholder:

We are pleased to present this semiannual report for Dreyfus International Stock Index Fund covering the six-month period from November 1, 2009, through April 30, 2010.

Psychology plays a very important role in how investors — especially retail investors — perceive the markets and make asset allocation decisions. Unlike in an ideal world populated by the purely rational investor who would seek out investments that deliver the best risk/ return characteristics, the everyday investor is generally influenced by emotions. Currently, investor emotions appear to be deeply divided, with a large amount of investors still seeking low risk investments (such as cash instruments) and others seeking high risk investments (such as smaller-cap and emerging market securities), while the investment classes in the middle of the risk spectrum have seemingly been ignored.

It is important to note that the investor sentiment cycle usually lags the economic cycle.That’s why we continue to stress the importance of a long-term, well-balanced asset allocation strategy that can help cushion the volatility produced by the emotional swings of the financial markets. If you have not revisited your investment portfolio in the past year, we urge you to speak with your financial advisor about positioning your portfolio to take advantage of long-term market fundamentals rather than lie susceptible to short-term emotions.

For information about how the fund performed during the reporting period, as well as general market perspectives, we have provided a Discussion of Fund Performance.

Thank you for your continued confidence and support.


Jonathan R. Baum
Chairman and Chief Executive Officer
The Dreyfus Corporation
May 17, 2010

2




DISCUSSION OF FUND PERFORMANCE

For the period of November 1, 2009, through April 30, 2010, as provided by Karen Q.Wong and Richard A. Brown, Portfolio Managers

Fund and Market Performance Overview

For the six-month period ended April 30, 2010, Dreyfus International Stock Index Fund produced a total return of 2.36%.1 This compares with a 2.48% total return for the fund’s benchmark, the Morgan Stanley Capital International Europe, Australasia, Far East Index (the “MSCI EAFE Index” or the “Index”), during the same period.2

International stock markets encountered heightened volatility during the reporting period, as the worldwide economy gradually recovered but Europe suffered through a sovereign debt crisis.As a result, international stocks produced disparate results from one region of the world to another.The difference in returns between the fund and the Index was primarily the result of transaction costs and operating expenses that are not reflected in the Index’s return.

The Fund’s Investment Approach

The fund seeks to match the performance of the MSCI EAFE Index, a broadly diversified,international index composed of approximately 1,000 companies located in developed markets outside the United States and Canada.The fund attempts to match the Index’s return before fees and expenses by aligning the portfolio composition with the composition of the MSCI EAFE Index.The fund also invests in securities that represent the market as a whole, such as stock index futures, and manages its exposure to foreign currencies so that the fund’s currency profile matches the currency makeup of the MSCI EAFE Index.

Economic Recovery, Debt Crisis Sparked Volatility

Although unemployment has remained stubbornly high and credit availability has been relatively tight in many regions of the world, improved manufacturing activity and robust demand for energy and industrial commodities, particularly from the emerging markets, gener-

The Fund 3



DISCUSSION OF FUND PERFORMANCE (continued)

ally helped boost confidence among businesses,consumers and investors. However, market conditions differed significantly from one region to another.While the emerging markets of Asia and Latin America seemed to thrive, Europe was mired in a sovereign debt crisis.The United States showed encouraging signs of economic growth, but Japan continued to struggle with persistent economic weakness and deflationary forces.

The global stock market rally began to lose momentum during the final months of 2009, and investors appeared to shift their focus from bargain-hunting among beaten-down stocks to fundamental research into higher-quality companies with predictable earnings. However, stocks pulled back sharply in January 2010 when Greece’s debt crisis dominated the headlines, and investors again sought attractive values among stocks that may have been punished too severely. Still, rising corporate earnings helped most non-European markets bounce back by the reporting period’s end, largely erasing previous losses.

International Banks Produced Mixed Results

The Index’s results were bolstered by its holdings in Japan, where large exporters such as Nintendo, Canon, Hitachi and Sony benefited from economic recoveries in overseas markets. An increase in commodity prices helped fuel gains for metals-and-mining giants Rio Tinto and BHP Billiton, both of which are dual-listed in the United Kingdom and Australia, as well as for U.K.-based mining company Anglo American. In Sweden, the Index’s returns were enhanced by apparel retailer Hennes & Mauritz, wireless telecommunications company Sandvik and automakerVolvo, which was recently sold by Ford Motor Company to Chinese carmaker Zhejiang Geely Holding Group.

Results among the Index’s bank holdings proved to be more varied. Several Australian banks produced solid results during the reporting period, most notably Commonwealth Bank of Australia, Westpac Banking, and Australia and New Zealand Banking Group. On the other hand, banks in Spain, Italy, France and Greece undermineded the Index’s performance as the European debt crisis intensified. In Spain, laggards included Banco Santander, Banco BilbaoVizcaya Argentaria and Banco Popular Español. UniCredit and Societe Generale disappointed in Italy

4



and France, respectively. On an absolute basis, banks in Greece produced the most significant declines for the Index, as National Bank of Greece, Alpha Bank, Piraeus Bank and EFG Eurobank Ergasias posted stock price declines of 50% or more.While these developments certainly were significant, Greece comprises a relatively small portion of the Index, helping to cushion its impact on overall performance.

From a market sector standpoint, stocks in the distribution services, producer manufacturing, non-energy minerals, electronic technology and process industries industry groups contributed positively to the Index’s performance, while the communications, finance, utilities and energy minerals sectors generally lost value.

Index Funds Offer Diversification Benefits

An as index fund, we attempt to replicate the returns of the MSCI EAFE Index by closely approximating its composition. In our view, one of the greatest benefits of an index fund is that it offers a broadly diversified investment vehicle that can help investors manage risks by limiting the impact on the overall portfolio of unexpected losses in any single country, industry group or holding.

May 17, 2010

Equity funds are subject generally to market, market sector, market liquidity, issuer, and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.

The fund’s performance will be influenced by political, social and economic factors affecting investments in foreign companies. Special risks associated with investments in foreign companies include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards.

1     

Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future results. Share price, yield and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.

2     

SOURCE: LIPPER INC. — Reflects reinvestment of net dividends and, where applicable, capital gain distributions.The Morgan Stanley Capital International Europe,Australasia, Far East (MSCI EAFE) Index is an unmanaged index composed of a sample of companies representative of the market structure of European and Pacific Basin countries.The index reflects actual investable opportunities for global investors for stocks that are free of foreign ownership limits or legal restrictions at the country level. Investors cannot invest directly in any index.

The Fund 5



UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus International Stock Index Fund from November 1, 2009 to April 30, 2010. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment
assuming actual returns for the six months ended April 30, 2010

Expenses paid per $1,000 $ 3.01
Ending value (after expenses) $1,023.60

COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment
assuming a hypothetical 5% annualized return for the six months ended April 30, 2010

Expenses paid per $1,000 $ 3.01
Ending value (after expenses) $1,021.82

Expenses are equal to the fund’s annualized expense ratio of .60%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

6



STATEMENT OF INVESTMENTS

April 30, 2010 (Unaudited)

Common Stocks—97.9% Shares Value ($)
Australia—8.6%    
AGL Energy 24,804 345,199
Alumina 132,098 188,083
Amcor 71,084 430,728
AMP 118,310 684,333
Aristocrat Leisure 22,601 89,492
Arrow Energy 34,661 a 164,316
Asciano Group 163,493 a 254,854
ASX 9,522 289,932
Australia & New Zealand Banking Group 143,187 3,177,627
AXA Asia Pacific Holdings 59,313 341,564
Bendigo and Adelaide Bank 20,652 188,482
BHP Billiton 191,566 7,040,340
Billabong International 12,364 130,671
BlueScope Steel 102,901 248,436
Boral 31,989 174,013
Brambles 81,800 547,955
Caltex Australia 8,498 90,845
CFS Retail Property Trust 94,834 168,129
Coca-Cola Amatil 30,901 320,172
Cochlear 3,264 223,745
Commonwealth Bank of Australia 87,635 4,718,082
Computershare 24,153 263,620
Crown 28,313 215,409
CSL 32,682 986,565
CSR 87,375 141,904
Dexus Property Group 280,769 210,561
Energy Resources of Australia 2,999 43,576
Fairfax Media 122,604 194,398
Fortescue Metals Group 72,459 a 306,851
Foster’s Group 107,931 544,983
Goodman Fielder 84,351 114,103
Goodman Group 359,557 237,655
GPT Group 531,642 288,213
Harvey Norman Holdings 31,092 97,576
Incitec Pivot 94,877 281,107
Insurance Australia Group 119,347 422,104

The Fund 7



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Australia (continued)    
Intoll Group 128,485 134,326
James Hardie Industries 26,587 a 187,240
Leighton Holdings 8,503 289,307
Lend Lease 31,216 247,558
Macquarie Group 18,738 859,964
Map Group 41,877 120,666
Metcash 45,918 172,718
Mirvac Group 185,167 238,837
National Australia Bank 119,812 3,080,559
Newcrest Mining 27,238 823,782
Nufarm 8,335 58,867
OneSteel 73,726 237,960
Orica 20,654 502,160
Origin Energy 50,645 764,264
OZ Minerals 164,157 a 172,784
Paladin Energy 33,468 a 121,983
Qantas Airways 65,555 a 171,303
QBE Insurance Group 57,564 1,126,786
Rio Tinto 24,968 1,634,067
Santos 48,111 617,272
Sims Metal Management 9,692 183,696
Sonic Healthcare 20,859 267,393
SP Ausnet 62,635 51,428
Stockland 136,629 501,839
Suncorp-Metway 73,515 610,765
TABCORP Holdings 33,673 213,972
Tatts Group 70,864 163,248
Telstra 251,274 739,955
Toll Holdings 39,193 257,666
Transurban Group 63,094 a 299,753
Wesfarmers 57,622 1,552,146
Wesfarmers-PPS 8,823 238,789
Westfield Group 119,177 1,418,461
Westpac Banking 168,103 4,202,869
Woodside Petroleum 31,221 1,302,201
Woolworths 71,016 1,781,040

8



Common Stocks (continued) Shares Value ($)
Australia (continued)    
WorleyParsons 8,855 216,266
    49,729,513
Austria—.3%    
Erste Group Bank 10,873 484,951
IMMOFINANZ 56,542 a 241,657
OMV 8,174 293,789
Raiffeisen International Bank Holding 3,091 150,645
Telekom Austria 17,644 233,897
Verbund-Oesterreichische    
Elektrizitaetswirtschafts, Cl. A 4,433 165,411
Vienna Insurance Group 2,207 108,070
Voestalpine 6,921 260,928
    1,939,348
Belgium—.9%    
Ageas 129,950 a 399,098
Anheuser-Busch InBev 41,313 2,007,455
Anheuser-Busch InBev (STRIP) 12,680 a 84
Belgacom 8,421 294,929
Cia Nationale e Portefeuille 1,980 102,556
Colruyt 821 201,869
Delhaize Group 5,854 484,625
Dexia 30,228 a 163,689
Groupe Bruxelles Lambert 4,421 374,194
Groupe Bruxelles Lambert (STRIP) 236 a 3
KBC Groep 9,065 a 409,872
Mobistar 1,807 110,456
Solvay 3,347 317,985
UCB 5,954 228,874
Umicore 6,361 231,019
    5,326,708
China—.1%    
Foxconn International Holdings 132,000 a 117,717
Sands China 109,813 177,929
Yangzijiang Shipbuilding Holdings 81,000 78,151
    373,797

The Fund 9



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Denmark—1.0%    
AP Moller—Maersk, Cl. A 30 241,651
AP Moller—Maersk, Cl. B 75 621,352
Carlsberg, Cl. B 6,007 488,199
Coloplast, Cl. B 1,443 161,131
Danske Bank 26,230 a 680,739
DSV 12,099 215,140
H Lundbeck 2,653 43,383
Novo Nordisk, Cl. B 24,947 2,034,913
Novozymes, Cl. B 2,706 323,193
Topdanmark 849 a 104,353
TrygVesta 1,536 94,250
Vestas Wind Systems 11,757 a 716,298
William Demant Holding 1,278 a 87,550
    5,812,152
Finland—1.1%    
Elisa 7,550 a 144,964
Fortum 25,670 664,185
Kesko, Cl. B 3,623 140,299
Kone, Cl. B 8,719 384,663
Metso 7,011 270,226
Neste Oil 6,406 104,101
Nokia 214,202 2,603,352
Nokian Renkaat 6,411 150,385
Orion, Cl. B 4,426 83,730
Outokumpu 7,143 151,405
Pohjola Bank 7,347 80,737
Rautaruukki 4,060 85,310
Sampo, Cl. A 24,319 599,247
Sanoma 4,669 90,527
Stora Enso, Cl. R 33,336 279,161
UPM-Kymmene 28,870 416,252
Wartsila 4,824 247,333
    6,495,877
France—9.6%    
Accor 8,496 484,855
Aeroports de Paris 1,537 126,056

10



Common Stocks (continued) Shares Value ($)
France (continued)    
Air France 7,338 a 114,654
Air Liquide 14,380 1,661,789
Alcatel-Lucent 128,316 a 408,958
Alstom 11,398 672,797
Atos Origin 2,389 a 120,431
AXA 97,185 1,929,123
BioMerieux 882 95,479
BNP Paribas 54,134 3,715,649
Bouygues 12,444 619,077
Bureau Veritas 2,938 166,162
Cap Gemini 8,064 408,579
Carrefour 36,343 1,778,271
Casino Guichard Perrachon 3,007 265,400
Christian Dior 3,498 369,546
Cie Generale d’Optique Essilor International 11,337 691,852
Cie Generale de Geophysique-Veritas 8,008 a 237,238
CNP Assurances 2,037 170,329
Compagnie de Saint-Gobain 21,623 1,054,666
Compagnie Generale des    
Etablissements Michelin, Cl. B 8,388 606,084
Credit Agricole 52,222 743,960
Danone 31,501 1,856,791
Dassault Systemes 3,726 242,774
EDF 13,667 734,280
Eiffage 2,009 103,744
Eramet 324 118,036
Eurazeo 1,602 111,271
Eutelsat Communications 5,942 211,547
Fonciere des Regions 1,404 145,010
France Telecom 106,087 2,322,308
GDF Suez 71,109 2,530,292
Gecina 1,151 117,971
Groupe Eurotunnel 26,075 238,419
Hermes International 3,074 406,860
ICADE 1,365 132,743
Iliad 988 98,557

The Fund 11



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
France (continued)    
Imerys 1,905 116,921
Ipsen 1,640 78,044
JC Decaux 4,335 a 124,714
Klepierre 5,270 180,820
L’Oreal 13,728 1,418,553
Lafarge 11,251 817,269
Lagardere 6,936 279,737
Legrand 6,356 205,909
LVMH Moet Hennessy Louis Vuitton 14,047 1,603,668
Metropole Television 3,249 83,589
Natixis 52,231 a 267,971
Neopost 1,569 124,556
PagesJaunes Groupe 6,051 72,732
Pernod-Ricard 11,130 945,580
Peugeot 8,876 a 264,310
PPR 4,389 586,543
Publicis Groupe 6,530 288,489
Renault 10,738 a 504,155
Safran 10,751 274,742
Sanofi-Aventis 60,154 4,113,367
Schneider Electric 13,515 1,541,755
SCOR 9,808 230,780
Societe BIC 1,432 110,710
Societe Des Autoroutes Paris-Rhin-Rhone 1,152 80,029
Societe Generale 36,004 1,913,044
Societe Television Francaise 1 6,190 114,008
Sodexo 5,273 323,477
Suez Environnement 14,917 323,123
Technip 5,860 467,662
Thales 5,117 190,194
Total 120,583 6,525,173
Unibail-Rodamco 5,129 965,283
Vallourec 3,234 645,629
Veolia Environnement 22,258 698,455
Vinci 25,351 1,417,866
Vivendi 70,380 1,849,866
    55,560,281

12



Common Stocks (continued) Shares Value ($)
Germany—7.3%    
Adidas 12,075 708,091
Allianz 25,951 2,975,182
BASF 52,502 3,065,656
Bayer 47,274 3,020,502
Bayerische Motoren Werke 18,644 912,300
Beiersdorf 5,026 282,651
Celesio 5,111 167,200
Commerzbank 39,753 a 311,504
Daimler 51,584 a 2,658,211
Deutsche Bank 33,749 2,329,175
Deutsche Boerse 10,984 854,534
Deutsche Lufthansa 13,572 a 226,197
Deutsche Post 47,639 770,385
Deutsche Postbank 4,595 a 157,735
Deutsche Telekom 162,285 2,107,353
E.ON 108,611 4,005,277
Fraport AG Frankfurt Airport    
Services Worldwide 2,261 117,010
Fresenius 1,729 123,073
Fresenius Medical Care & Co. 11,099 600,705
GEA Group 9,030 200,628
Hannover Rueckversicherung 3,618 a 169,656
HeidelbergCement 8,035 498,772
Henkel & Co. 7,334 330,497
Hochtief 2,305 190,471
Infineon Technologies 61,221 a 433,620
K+S 9,970 571,501
Linde 8,719 1,041,180
MAN 6,121 578,798
Merck 3,653 299,743
Metro 6,418 385,164
Muenchener Rueckversicherungs 11,309 1,596,062
Puma 351 117,353
RWE 23,978 1,959,404
Salzgitter 2,195 178,233
SAP 49,105 2,362,461
Siemens 46,999 4,640,152

The Fund 13



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Germany (continued)    
Solarworld 4,122 59,611
Suedzucker 4,185 84,618
ThyssenKrupp 19,329 632,244
TUI 7,370 a 81,616
United Internet 7,726 a 116,413
Volkswagen 2,304 216,870
Wacker Chemie 906 132,694
    42,270,502
Greece—.4%    
Alpha Bank 25,409 a 203,450
Bank of Cyprus Public 29,985 173,197
Coca-Cola Hellenic Bottling 10,464 283,164
EFG Eurobank Ergasias 16,597 a 133,899
Hellenic Petroleum 6,087 65,459
Hellenic Telecommunications Organization 13,152 146,988
Marfin Investment Group 31,997 a 61,446
National Bank of Greece 34,213 a 559,572
OPAP 12,668 257,082
Piraeus Bank 16,634 a 125,407
Public Power 6,826 a 110,669
Titan Cement 3,357 89,602
    2,209,935
Hong Kong—2.2%    
ASM Pacific Technology 12,500 119,076
Bank of East Asia 86,750 308,861
BOC Hong Kong Holdings 214,500 517,831
Cathay Pacific Airways 63,000 130,802
Cheung Kong Holdings 78,000 967,122
Cheung Kong Infrastructure Holdings 27,000 100,676
Chinese Estates Holdings 44,000 74,230
CLP Holdings 115,288 806,742
Esprit Holdings 64,659 462,723
Hang Lung Group 46,000 224,474
Hang Lung Properties 121,000 432,583
Hang Seng Bank 44,200 603,044

14



Common Stocks (continued) Shares Value ($)
Hong Kong (continued)    
Henderson Land Development 58,762 369,743
Hong Kong & China Gas 217,483 527,626
Hong Kong Aircraft Engineerg 4,400 55,686
Hong Kong Exchanges & Clearing 58,800 962,611
HongKong Electric Holdings 80,500 474,516
Hopewell Holdings 33,000 96,613
Hutchison Whampoa 119,800 820,889
Hysan Development 39,000 114,487
Kerry Properties 40,500 186,570
Li & Fung 128,600 624,912
Lifestyle International Holdings 38,000 74,076
Link REIT 120,500 296,597
Mongolia Energy 190,000 a 86,970
MTR 83,500 292,255
New World Development 138,191 244,566
NWS Holdings 52,000 90,464
Orient Overseas International 14,800 a 111,872
PCCW 167,000 50,514
Shangri-La Asia 73,000 140,776
Sino Land 90,664 162,716
Sun Hung Kai Properties 79,699 1,112,772
Swire Pacific, Cl. A 43,000 479,879
Television Broadcasts 13,000 62,746
Wharf Holdings 77,192 416,528
Wheelock & Co. 49,000 151,312
Wing Hang Bank 10,500 105,934
Yue Yuen Industrial Holdings 39,800 138,181
    12,999,975
Ireland—.3%    
Anglo Irish Bank 35,225 a,b 6,684
CRH 40,079 1,122,871
Elan 28,687 a 194,293
Kerry Group, Cl. A 8,041 257,225
Ryanair Holdings 4,000 a 19,792
    1,600,865

The Fund 15



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Italy—2.9%    
A2A 55,689 94,315
Assicurazioni Generali 66,963 1,409,656
Atlantia 14,220 303,067
Autogrill 6,976 a 84,488
Banca Carige 32,548 82,743
Banca Monte dei Paschi di Siena 132,194 182,903
Banca Popolare di Milano Scarl 20,979 117,725
Banco Popolare 36,217 231,383
Enel 376,866 1,962,817
ENI 148,803 3,331,260
EXOR 4,104 74,982
Fiat 44,210 583,522
Finmeccanica 22,299 284,922
Fondiaria-Sai 3,923 54,576
Intesa Sanpaolo 441,548 a 1,451,175
Intesa Sanpaolo-RSP 47,999 126,954
Italcementi 4,571 52,156
Luxottica Group 6,995 190,588
Mediaset 41,472 328,917
Mediobanca 26,763 a 246,728
Mediolanum 14,252 72,288
Parmalat 95,993 252,019
Pirelli & C 168,095 a 97,034
Prysmian 5,280 94,732
Saipem 15,324 574,057
Snam Rete Gas 78,433 371,138
Telecom Italia 565,152 789,946
Telecom Italia-RSP 333,781 376,504
Terna Rete Elettrica Nazionale 72,873 295,079
UniCredit 936,826 a 2,453,815
Unione di Banche Italiane 32,249 398,332
Unipol Gruppo Finanziario 44,236 a 46,098
    17,015,919
Japan—22.3%    
77 Bank 17,000 96,715
ABC-Mart 1,600 57,178

16



Common Stocks (continued) Shares Value ($)
Japan (continued)    
Acom 2,736 43,107
Advantest 9,200 238,045
Aeon 35,500 408,109
Aeon Credit Service 3,960 43,071
Aeon Mall 3,900 82,495
Air Water 9,000 99,033
Aisin Seiki 10,900 328,012
Ajinomoto 36,800 345,275
Alfresa Holdings 1,900 95,408
All Nippon Airways 48,000 151,719
Amada 20,000 164,175
Aozora Bank 47,959 68,600
Asahi Breweries 21,500 386,712
Asahi Glass 56,800 671,184
Asahi Kasei 69,900 390,181
Asics 9,000 86,352
Astellas Pharma 25,479 893,466
Bank of Kyoto 17,000 149,471
Bank of Yokohama 69,000 360,300
Benesse Holdings 4,400 202,651
Bridgestone 34,000 566,914
Brother Industries 12,900 156,578
Canon 61,050 2,785,012
Canon Marketing Japan 4,500 70,328
Casio Computer 13,100 102,692
Central Japan Railway 85 691,954
Chiba Bank 43,000 273,475
Chiyoda 8,000 74,266
Chubu Electric Power 37,200 862,858
Chugai Pharmaceutical 12,828 232,498
Chugoku Bank 9,000 115,445
Chugoku Electric Power 15,700 299,564
Chuo Mitsui Trust Holdings 52,380 200,531
Citizen Holdings 17,800 123,085
COCA-COLA WEST 2,700 47,754
Cosmo Oil 36,000 97,245

The Fund 17



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Japan (continued)    
Credit Saison 8,800 128,865
Dai Nippon Printing 30,800 424,557
Dai-ichi Life Insurance 461 a 787,049
Daicel Chemical Industries 15,000 95,664
Daido Steel 14,200 60,697
Daihatsu Motor 12,000 115,815
Daiichi Sankyo 37,983 660,289
Daikin Industries 13,600 514,876
Dainippon Sumitomo Pharma 9,000 74,170
Daito Trust Construction 4,200 224,681
Daiwa House Industry 29,400 315,567
Daiwa Securities Group 94,000 486,404
Dena 18 144,927
Denki Kagaku Kogyo Kabushiki Kaisha 27,600 123,249
Denso 27,400 793,252
Dentsu 9,200 247,923
Dowa Holdings 16,350 90,872
East Japan Railway 19,500 1,301,406
Eisai 14,600 499,765
Electric Power Development 7,680 236,482
Elpida Memory 10,800 a 226,344
FamilyMart 3,000 103,228
Fanuc 10,800 1,276,505
Fast Retailing 2,700 408,350
Fuji Electric Holdings 38,000 114,567
Fuji Heavy Industries 37,000 a 207,388
Fuji Media Holdings 11 17,805
FUJIFILM Holdings 26,100 895,278
Fujitsu 103,800 734,116
Fukuoka Financial Group 46,000 197,693
Furukawa Electric 35,000 172,634
GS Yuasa 21,000 147,708
Gunma Bank 22,000 118,574
Hachijuni Bank 26,000 146,281
Hakuhodo DY Holdings 1,170 66,363
Hankyu Hashin Holdings 62,000 288,434

18



Common Stocks (continued) Shares Value ($)
Japan (continued)    
Hino Motors 17,000 85,170
Hirose Electric 1,600 172,719
Hiroshima Bank 30,000 122,799
Hisamitsu Pharmaceutical 3,400 125,488
Hitachi 250,900 a 1,100,182
Hitachi Chemical 6,300 135,981
Hitachi Construction Machinery 6,600 140,186
Hitachi High-Technologies 3,900 85,613
Hitachi Metals 10,000 107,839
Hokkaido Electric Power 9,600 186,217
Hokuhoku Financial Group 76,000 150,752
Hokuriku Electric Power 10,000 206,258
Honda Motor 94,420 3,187,932
HOYA 23,900 656,875
Ibiden 7,100 253,374
Idemitsu Kosan 1,100 91,607
IHI 73,000 145,282
INPEX 45 317,853
Isetan Mitsukoshi Holdings 20,020 231,748
Isuzu Motors 69,000 217,639
Ito En 3,300 50,915
ITOCHU 84,500 734,347
Itochu Techno-Solutions 1,400 53,009
Iyo Bank 14,000 130,510
J Front Retailing 26,800 155,570
Jafco 1,600 49,162
Japan Petroleum Exploration 1,400 71,643
Japan Prime Realty Investment 36 85,472
Japan Real Estate Investment 29 241,935
Japan Retail Fund Investment 96 128,972
Japan Steel Works 20,000 220,777
Japan Tobacco 253 874,057
JFE Holdings 27,660 995,713
JGC 11,000 188,323
Joyo Bank 37,462 155,026
JS Group 14,324 281,844

The Fund 19



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Japan (continued)    
JSR 10,600 215,348
JTEKT 10,800 124,468
Jupiter Telecommunications 142 143,210
JX Holdings 129,576 a 722,240
Kajima 50,800 128,614
Kamigumi 15,400 126,843
Kaneka 16,000 100,058
Kansai Electric Power 42,899 953,577
Kansai Paint 11,000 83,443
Kao 30,400 735,247
Kawasaki Heavy Industries 84,000 260,793
Kawasaki Kisen Kaisha 41,000 175,713
KDDI 164 794,479
Keihin Electric Express Railway 26,000 217,840
Keio 31,000 200,304
Keisei Electric Railway 17,000 100,650
Keyence 2,305 549,288
Kikkoman 8,000 88,206
Kinden 6,000 53,166
Kintetsu 89,354 281,843
Kirin Holdings 47,000 674,318
Kobe Steel 138,000 311,121
Koito Manufacturing 6,000 98,781
Komatsu 53,300 1,074,827
Konami 5,200 101,128
Konica Minolta Holdings 27,500 345,902
Kubota 63,000 553,619
Kuraray 20,500 268,634
Kurita Water Industries 6,700 192,962
Kyocera 9,200 904,166
Kyowa Hakko Kirin 14,705 153,455
Kyushu Electric Power 22,100 446,776
Lawson 3,800 168,046
Mabuchi Motor 1,500 82,496
Makita 6,500 201,366
Marubeni 96,000 568,313

20



Common Stocks (continued) Shares Value ($)
Japan (continued)    
Marui Group 14,100 111,469
Maruichi Steel Tube 2,000 38,505
Matsui Securities 8,000 60,060
Mazda Motor 87,000 259,051
McDonald’s Holdings Japan 3,000 63,708
Medipal Holdings 7,700 95,711
MEIJI Holdings 3,521 127,114
Minebea 18,000 103,975
Mitsubishi 72,900 1,728,519
Mitsubishi Chemical Holdings 68,600 365,689
Mitsubishi Electric 109,000 972,321
Mitsubishi Estate 68,000 1,228,196
Mitsubishi Gas Chemical 20,000 120,700
Mitsubishi Heavy Industries 175,700 706,656
Mitsubishi Logistics 6,000 78,687
Mitsubishi Materials 61,000 a 181,161
Mitsubishi Motors 203,000 a 277,698
Mitsubishi Tanabe Pharma 13,000 172,288
Mitsubishi UFJ Financial Group 719,290 3,739,428
Mitsubishi UFJ Lease & Finance 3,550 137,469
Mitsui & Co. 99,600 1,501,684
Mitsui Chemicals 50,000 165,367
Mitsui Engineering & Shipbuilding 45,000 118,936
Mitsui Fudosan 47,000 874,189
Mitsui Mining & Smelting 34,000 93,478
Mitsui OSK Lines 67,000 504,429
Mitsui Sumitomo Insurance Group Holdings 31,657 908,684
Mitsumi Electric 4,800 104,844
Mizuho Financial Group 785,600 1,511,610
Mizuho Securities 34,000 94,779
Mizuho Trust & Banking 92,000 89,808
Murata Manufacturing 12,000 705,784
Namco Bandai Holdings 10,350 103,474
NEC 148,800 491,162
NGK Insulators 15,000 295,035
NGK Spark Plug 10,000 135,419

The Fund 21



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Japan (continued)    
NHK Spring 11,000 105,672
Nidec 6,300 652,312
Nikon 17,600 395,238
Nintendo 5,650 1,897,395
Nippon Building Fund 29 243,240
Nippon Electric Glass 20,085 306,211
Nippon Express 49,000 230,205
Nippon Meat Packers 11,000 137,809
Nippon Paper Group 4,900 137,846
Nippon Sheet Glass 34,000 112,453
Nippon Steel 287,100 1,025,899
Nippon Telegraph & Telephone 29,800 1,208,648
Nippon Yusen 81,800 335,763
Nishi-Nippon City Bank 41,000 117,933
Nissan Chemical Industries 9,000 120,138
Nissan Motor 142,800 a 1,249,760
Nissha Printing 1,400 48,901
Nisshin Seifun Group 11,300 139,012
Nisshin Steel 42,000 88,365
Nisshinbo Holdings 7,000 74,549
Nissin Foods Holdings 3,900 130,728
Nitori 2,250 176,474
Nitto Denko 9,200 359,894
NKSJ Holdings 80,500 a 583,991
NOK 6,900 117,998
Nomura Holdings 211,900 1,460,558
Nomura Real Estate Holdings 5,400 95,564
Nomura Real Estate Office Fund 17 96,016
Nomura Research Institute 5,700 146,166
NSK 28,000 214,023
NTN 25,000 110,105
NTT Data 71 257,873
NTT DoCoMo 883 1,372,398
NTT Urban Development 55 53,346
Obayashi 35,000 156,151
Obic 350 70,186

22



Common Stocks (continued) Shares Value ($)
Japan (continued)    
Odakyu Electric Railway 35,000 291,774
OJI Paper 49,000 230,923
Olympus 12,000 359,973
Omron 11,700 272,199
Ono Pharmaceutical 4,800 198,181
ORACLE JAPAN 2,300 113,876
Oriental Land 3,000 212,448
ORIX 5,800 530,774
Osaka Gas 110,000 382,209
OTSUKA 1,000 70,916
Panasonic 112,495 1,643,189
Panasonic Electric Works 22,000 271,309
Rakuten 412 318,419
Resona Holdings 28,400 347,038
Ricoh 39,000 666,087
Rinnai 2,400 117,605
Rohm 5,500 408,715
Sankyo 2,800 128,598
Santen Pharmaceutical 3,800 121,257
Sanyo Electric 108,000 a 173,270
Sapporo Hokuyo Holdings 15,000 68,966
Sapporo Holdings 13,000 64,012
SBI Holdings 887 191,345
Secom 11,700 505,711
Sega Sammy Holdings 11,984 156,673
Seiko Epson 8,500 150,952
Sekisui Chemical 26,000 177,454
Sekisui House 31,000 295,594
Senshu Ikeda Holdings 41,600 a 71,094
Seven & I Holdings 43,360 1,106,250
Seven Bank 26 50,820
Sharp 58,000 756,207
Shikoku Electric Power 10,100 270,136
Shimadzu 15,000 124,364
Shimamura 1,200 120,707
Shimano 3,500 159,195

The Fund 23



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Japan (continued)    
Shimizu 35,000 139,735
Shin-Etsu Chemical 23,600 1,361,675
Shinko Electric Industries 4,200 74,322
Shinsei Bank 50,000 64,548
Shionogi & Co. 17,000 305,541
Shiseido 20,300 424,141
Shizuoka Bank 33,400 280,162
Showa Denko 84,000 192,020
Showa Shell Sekiyu 11,300 76,746
SMC 3,100 444,567
Softbank 42,600 952,687
Sojitz 66,600 120,554
Sony 57,480 1,963,385
Sony Financial Holdings 50 180,276
Square Enix Holdings 3,700 78,153
Stanley Electric 8,200 168,074
SUMCO 6,800 a 150,386
Sumitomo 63,500 767,853
Sumitomo Chemical 87,000 410,870
Sumitomo Electric Industries 43,700 539,136
Sumitomo Heavy Industries 34,000 225,247
Sumitomo Metal Industries 195,000 530,342
Sumitomo Metal Mining 29,000 429,407
Sumitomo Mitsui Financial Group 73,800 2,432,825
Sumitomo Realty & Development 21,000 432,008
Sumitomo Rubber Industries 9,400 84,111
Sumitomo Trust & Banking 80,000 484,957
Suruga Bank 12,000 117,741
Suzuken 3,720 142,042
Suzuki Motor 19,800 417,654
Sysmex 2,000 120,183
T & D Holdings 16,050 417,825
Taiheiyo Cement 50,000 a 70,891
Taisei 58,000 132,149
Taisho Pharmaceutical 6,000 109,215
Taiyo Nippon Sanso 15,000 134,780

24



Common Stocks (continued) Shares Value ($)
Japan (continued)    
Takashimaya 18,000 171,709
Takeda Pharmaceutical 43,000 1,849,067
TDK 6,700 423,844
Teijin 56,000 177,303
Terumo 9,800 499,003
THK 6,700 145,270
Tobu Railway 45,000 236,977
Toho 5,800 100,123
Toho Gas 27,000 136,402
Tohoku Electric Power 23,900 486,803
Tokio Marine Holdings 41,600 1,237,971
Tokuyama 18,000 101,083
Tokyo Electric Power 69,772 1,749,138
Tokyo Electron 9,900 653,775
Tokyo Gas 134,000 568,052
Tokyo Steel Manufacturing 5,500 73,939
Tokyo Tatemono 25,000 115,374
Tokyu 62,820 262,729
Tokyu Land 28,000 119,967
TonenGeneral Sekiyu 17,000 144,932
Toppan Printing 31,000 282,913
Toray Industries 74,000 421,874
Toshiba 231,000 a 1,323,493
Tosoh 29,000 81,511
TOTO 14,000 93,428
Toyo Suisan Kaisha 13,800 270,737
Toyoda Gosei 3,600 98,788
Toyota Boshoku 4,200 74,290
Toyota Industries 10,500 305,949
Toyota Motor 167,314 6,456,527
Toyota Tsusho 11,600 173,636
Trend Micro 6,300 211,747
Tsumura & Co. 3,100 90,193
Ube Industries 55,600 139,736
UNICHARM 2,400 232,838
UNY 9,000 81,627

The Fund 25



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Japan (continued)    
Ushio 5,900 97,645
USS 1,330 90,750
West Japan Railway 96 349,206
Yahoo! Japan 828 316,166
Yakult Honsha 5,100 133,372
Yamada Denki 4,820 374,595
Yamaguchi Financial Group 11,000 110,034
Yamaha 9,200 113,289
Yamaha Motor 15,200 a 223,789
Yamato Holdings 22,700 326,155
Yamato Kogyo 2,800 88,868
Yamazaki Baking 6,000 76,291
Yaskawa Electric 15,000 132,768
Yokogawa Electric 11,500 98,047
    129,373,343
Luxembourg—.6%    
ArcelorMittal 49,155 1,933,793
Millicom International Cellular, SDR 4,207 368,209
SES 16,018 367,499
Tenaris 27,350 554,022
    3,223,523
Netherlands—2.8%    
Aegon 88,301 a 617,301
Akzo Nobel 13,351 783,710
ASML Holding 24,836 808,482
Corio 3,457 200,570
European Aeronautic Defence and Space 23,461 434,198
Fugro 3,791 247,022
Heineken 14,146 655,743
Heineken Holding 6,469 264,730
ING Groep 208,435 a 1,863,250
Koninklijke Ahold 67,072 919,643
Koninklijke Boskalis Westminster 3,558 161,333
Koninklijke DSM 8,571 381,575
Koninklijke KPN 95,847 1,431,102
Koninklijke Philips Electronics 55,689 1,879,278
Koninklijke Vopak 1,916 156,416

26



Common Stocks (continued) Shares Value ($)
Netherlands (continued)    
QIAGEN 13,253 a 304,424
Randstad Holding 5,958 a 303,322
Reed Elsevier 40,595 481,269
SBM Offshore 9,902 195,964
STMicroelectronics 39,825 372,024
TNT 21,431 656,986
Unilever 93,159 2,843,160
Wolters Kluwer 15,164 310,557
    16,272,059
New Zealand—.1%    
Auckland International Airport 37,613 54,893
Contact Energy 15,698 a 71,561
Fletcher Building 36,011 219,115
Sky City Entertainment Group 33,202 76,110
Telecom Corporation of New Zealand 109,502 173,064
    594,743
Norway—.8%    
DNB NOR 50,399 592,449
Norsk Hydro 37,703 a 297,481
Orkla 45,019 380,830
Renewable Energy 18,350 a 62,895
Renewable Energy (Rights) 18,350 a 25,419
SeaDrill 16,135 407,495
Statoil 64,385 1,552,656
Telenor 47,859 a 683,057
Yara International 10,737 374,962
    4,377,244
Portugal—.3%    
Banco Comercial Portugues, Cl. R 120,349 111,286
Banco Espirito Santo 27,218 129,669
Brisa Auto-Estradas de Portugal 9,633 67,985
Cimpor-Cimentos de Portugal 12,398 89,291
Energias de Portugal 99,918 354,696
Galp Energia, Cl. B 7,905 125,865
Jeronimo Martins 13,816 142,559
Portugal Telecom 33,584 340,064
    1,361,415

The Fund 27



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Singapore—1.5%    
Ascendas Real Estate Investment Trust 91,281 128,736
CapitaLand 143,500 387,238
CapitaMall Trust 120,000 168,728
Capitamalls Asia 74,000 116,741
City Developments 30,000 231,071
ComfortDelgro 93,700 106,644
Cosco Singapore 48,000 59,910
DBS Group Holdings 96,588 1,069,965
Fraser and Neave 58,150 205,953
Genting Singapore 246,527 a 169,452
Golden Agri-Resources 275,440 a 115,932
Jardine Cycle & Carriage 6,422 141,076
Keppel 72,000 511,425
Neptune Orient Lines 56,000 a 88,605
Noble Group 104,800 226,749
Olam International 72,300 136,250
Oversea-Chinese Banking 145,942 926,375
SembCorp Industries 53,254 161,980
SembCorp Marine 50,000 153,581
Singapore Airlines 30,733 337,264
Singapore Exchange 50,000 296,827
Singapore Press Holdings 91,075 272,131
Singapore Technologies Engineering 78,000 179,081
Singapore Telecommunications 447,951 993,835
StarHub 26,918 45,612
United Overseas Bank 69,112 1,012,496
UOL Group 32,111 89,187
Wilmar International 74,000 371,049
    8,703,893
Spain—3.7%    
Abertis Infraestructuras 15,454 266,272
Acciona 1,296 128,774
Acerinox 7,125 141,992
ACS Actividades de Construccion y Servicios 8,069 362,483
Banco Bilbao Vizcaya Argentaria 203,616 2,662,541
Banco de Sabadell 50,919 256,702

28



Common Stocks (continued) Shares Value ($)
Spain (continued)    
Banco de Valencia 10,791 62,418
Banco de Valencia (Rights) 10,791 a 1,263
Banco Popular Espanol 49,339 348,150
Banco Santander 469,809 5,894,453
Bankinter 16,421 120,744
Criteria Caixacorp 49,653 246,810
EDP Renovaveis 13,006 a 92,263
Enagas 10,301 205,520
Ferrovial 25,490 224,388
Fomento de Construcciones y Contratas 1,877 61,454
Gamesa Tecnologica 10,468 129,208
Gas Natural 13,140 224,757
Gestevision Telecinco 5,695 81,127
Grifols 6,640 83,533
Iberdrola 210,657 1,675,799
Iberdrola Renovables 48,509 187,942
Iberia Lineas Aereas de Espana 23,577 a 78,070
Inditex 12,572 771,766
Indra Sistemas 5,136 102,282
Mapfre 40,701 132,632
Red Electrica 6,028 284,817
Repsol 41,189 965,457
Sacyr Vallehermoso 4,444 a 33,642
Telefonica 241,798 5,422,653
Zardoya Otis 7,387 115,331
    21,365,243
Sweden—2.8%    
Alfa Laval 18,893 283,557
Assa Abloy, Cl. B 17,744 412,395
Atlas Copco, Cl. A 38,804 629,766
Atlas Copco, Cl. B 22,311 326,429
Electrolux, Ser. B 13,397 346,065
Getinge, Cl. B 11,481 257,922
Hennes & Mauritz, Cl. B 29,274 1,864,722
Holmen, Cl. B 3,004 76,107
Husqvarna, Cl. B 24,387 180,220

The Fund 29



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Sweden (continued)    
Investor, Cl. B 26,125 496,079
Kinnevik Investment, Cl. B 11,875 217,811
Lundin Petroleum 10,567 a 64,220
Nordea Bank 185,050 1,814,834
Ratos, Cl. B 5,558 173,010
Sandvik 58,087 840,203
Scania, Cl. B 18,378 323,360
Securitas, Cl. B 18,674 197,432
Skandinaviska Enskilda Banken, Cl. A 87,934 605,357
Skanska, Cl. B 22,668 377,365
SKF, Cl. B 21,471 431,789
SSAB, Cl. A 9,760 172,703
SSAB, Cl. B 5,288 82,956
Svenska Cellulosa, Cl. B 33,126 433,599
Svenska Handelsbanken, Cl. A 28,197 794,342
Swedbank, Cl. A 35,705 a 386,617
Swedish Match 14,428 329,118
Tele2, Cl. B 17,812 302,541
Telefonaktiebolaget LM Ericsson, Cl. B 172,414 2,003,385
TeliaSonera 126,318 866,994
Volvo, Cl. A 25,826 a 312,398
Volvo, Cl. B 62,734 a 775,894
    16,379,190
Switzerland—7.5%    
ABB 126,227 a 2,425,051
Actelion 5,566 a 223,600
Adecco 6,790 399,491
Aryzta 4,712 180,200
Baloise Holding 2,856 224,078
BKW FMB Energie 818 54,374
Compagnie Financiere Richemont, Cl. A 29,326 1,082,248
Credit Suisse Group 64,346 2,938,567
GAM Holding 11,520 a 142,983
Geberit 2,211 392,589
Givaudan 446 387,570
Holcim 13,795 a 1,032,673

30



Common Stocks (continued) Shares Value ($)
Switzerland (continued)    
Julius Baer Group 11,520 397,173
Kuehne & Nagel International 3,152 327,342
Lindt & Spruengli 6 155,990
Lindt & Spruengli-PC 47 103,781
Logitech International 10,887 a 177,791
Lonza Group 2,538 198,762
Nestle 197,870 9,640,372
Nobel Biocare Holding 7,372 161,664
Novartis 120,471 6,136,029
Pargesa Holding 1,539 125,125
Roche Holding 40,110 6,323,824
Schindler Holding 2,701 237,058
Schindler Holding-PC 1,324 114,565
SGS 318 411,842
Sonova Holding 2,649 329,837
Straumann Holding 380 94,024
Swatch Group 2,547 139,410
Swatch Group-BR 1,712 503,785
Swiss Life Holding 1,524 a 185,227
Swiss Reinsurance 19,877 865,012
Swisscom 1,321 447,046
Syngenta 5,428 1,375,951
Synthes 3,341 379,917
UBS 203,406 a 3,137,130
Zurich Financial Services 8,436 1,877,620
    43,329,701
United Kingdom—20.8%    
3i Group 54,848 227,111
Admiral Group 10,809 216,486
AMEC 19,578 247,045
Anglo American 75,256 a 3,224,377
Antofagasta 22,493 343,122
Associated British Foods 19,775 304,255
AstraZeneca 82,856 3,664,891
Autonomy 12,236 a 336,829
Aviva 159,278 843,217

The Fund 31



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
United Kingdom (continued)    
BAE Systems 198,900 1,045,907
Balfour Beatty 39,910 169,036
Barclays 652,139 3,340,255
BG Group 192,659 3,235,918
BHP Billiton 126,099 3,875,571
BP 1,070,584 9,330,134
British Airways 29,271 a 100,827
British American Tobacco 114,082 3,584,484
British Land 47,174 336,806
British Sky Broadcasting Group 65,864 617,967
BT Group 436,514 845,664
Bunzl 19,449 227,179
Burberry Group 23,186 238,780
Cable & Wireless Worldwide 140,485 a 185,788
Cairn Energy 76,360 a 466,368
Capita Group 35,860 438,004
Carnival 9,179 398,078
Centrica 294,334 1,319,631
Cobham 65,746 266,692
Compass Group 104,498 853,280
Diageo 143,182 2,442,741
Drax Group 21,337 118,032
EnQuest 14,238 a 21,901
Eurasian Natural Resources 14,781 275,217
Experian 59,412 549,932
Firstgroup 25,087 146,419
Fresnillo 10,749 131,144
G4S 70,746 289,301
GlaxoSmithKline 296,306 5,489,681
Hammerson 39,651 231,838
Home Retail Group 51,960 218,984
HSBC Holdings 993,283 10,122,890
ICAP 31,269 180,063
Imperial Tobacco Group 58,244 1,663,204
Inmarsat 25,622 297,247
Intercontinental Hotels Group 13,743 241,830

32



Common Stocks (continued) Shares Value ($)
United Kingdom (continued)    
International Power 84,104 425,095
Invensys 46,432 239,620
Investec 22,001 174,492
J Sainsbury 69,535 357,351
Johnson Matthey 12,153 323,799
Kazakhmys 12,328 264,169
Kingfisher 136,905 523,321
Land Securities Group 41,874 418,255
Legal & General Group 330,163 427,818
Liberty International 29,580 221,444
Lloyds Banking Group 2,182,520 a 2,183,419
London Stock Exchange Group 7,101 74,069
Lonmin 8,845 a 256,795
Man Group 96,029 357,141
Marks & Spencer Group 88,313 494,887
National Grid 141,143 1,363,384
Next 10,932 383,664
Old Mutual 305,758 540,539
Pearson 45,255 726,787
Petrofac 12,040 209,313
Prudential 145,410 1,288,320
Randgold Resources 5,159 436,365
Reckitt Benckiser Group 34,879 1,810,917
Reed Elsevier 69,303 546,056
Resolution 145,299 161,392
Rexam 51,766 254,513
Rio Tinto 78,346 3,953,648
Rolls-Royce Group 104,326 a 921,690
Royal Bank of Scotland Group 954,911 a 784,678
Royal Dutch Shell, Cl. A 202,435 6,336,298
Royal Dutch Shell, Cl. B 153,994 4,648,707
RSA Insurance Group 199,187 368,521
SABMiller 54,125 1,700,224
Sage Group 74,721 280,165
Schroders 7,484 157,781
Scottish & Southern Energy 51,953 857,409

The Fund 33



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
United Kingdom (continued)    
Segro 42,037 197,576
Serco Group 28,183 269,478
Severn Trent 13,603 241,158
Shire 32,385 714,863
Smith & Nephew 49,609 515,187
Smiths Group 22,538 388,271
Standard Chartered 115,654 3,084,029
Standard Life 130,361 395,243
Tesco 453,983 3,021,115
Thomas Cook Group 51,600 196,456
Tomkins 52,596 200,214
Tui Travel 29,455 126,023
Tullow Oil 49,761 861,104
Unilever 73,464 2,201,561
United Utilities Group 37,832 310,500
Vedanta Resources 7,560 291,435
Vodafone Group 3,002,772 6,677,766
Whitbread 10,339 243,070
WM Morrison Supermarkets 122,761 543,586
Wolseley 15,733 a 395,837
WPP 72,245 768,384
Xstrata 109,182 1,808,731
    120,627,759
Total Common Stocks    
     (cost $580,683,516)   566,942,985
 
Preferred Stocks—.4%    
Germany    
Bayerische Motoren Werke 3,061 109,853
Fresenius 4,693 339,143
Henkel & Co. 10,319 551,437
Porsche Automobil Holding 5,132 297,776
RWE 2,338 180,169
Volkswagen 9,789 942,579
Total Preferred Stocks    
     (cost $2,232,242)   2,420,957

34



  Principal  
Short-Term Investments—.1% Amount ($) Value ($)
U.S. Treasury Bills;    
0.15%, 6/10/10    
(cost $489,920) 490,000 c 489,920
 
Other Investment—1.4% Shares Value ($)
Registered Investment Company;    
Dreyfus Institutional Preferred Plus Money Market Fund    
(cost $8,050,000) 8,050,000 d 8,050,000
Total Investments (cost $591,455,678) 99.8% 577,903,862
Cash and Receivables (Net) .2% 1,424,708
Net Assets 100.0% 579,328,570

PC—Participation Certificate
PPS—Price Protected Shares
RSP—Risparmio (Savings) Shares
SDR—Swedish Depository Receipts

a     

Non-income producing security.

b     

Fair valued by management.At the period end, the value of this security amounted to $6,684 or 0.001% of net assets.The valuation of this security has been determined in good faith under the direction of the Board of Directors.

c     

Held by a broker as collateral for open financial futures positions.

d     

Investment in affiliated money market mutual fund.

Portfolio Summary (Unaudited)    
 
  Value (%) Value (%)
Banking 13.8 Diversified Financials 4.3
Materials 10.3 Automobiles & Components 4.0
Capital Goods 8.4 Insurance 4.0
Energy 8.0 Technology Hardware & Equipment 3.2
Food, Beverage & Tobacco 6.4 Real Estate 3.0
Pharmaceuticals & Biotechnology 6.2 Short-Term/Money Market Investments 1.5
Telecommunications 5.3 Other 16.1
Utilities 5.3   99.8
 
† Based on net assets.      
See notes to financial statements.      

The Fund 35



STATEMENT OF FINANCIAL FUTURES

April 30, 2010 (Unaudited)

    Market Value   Unrealized
    Covered by   (Depreciation)
  Contracts Contracts ($) Expiration at 4/30/2010 ($)
Financial Futures Long        
DJ Euro Stoxx 50 96 3,507,712 June 2010 (147,084)
FTSE 100 23 1,938,904 June 2010 (62,848)
SPI 200 Index 6 672,863 June 2010 (20,547)
TOPIX 20 2,091,267 June 2010 (18,331)
        (248,810)
 
See notes to financial statements.        

36



STATEMENT OF ASSETS AND LIABILITIES

April 30, 2010 (Unaudited)

  Cost Value
Assets ($):    
Investments in securities—See Statement of Investments:    
Unaffiliated issuers 583,405,678 569,853,862
Affiliated issuers 8,050,000 8,050,000
Cash   964,778
Cash denominated in foreign currencies 440,318 441,294
Dividends and interest receivable   2,494,863
Receivable for shares of Common Stock subscribed   1,201,933
Receivable for investment securities sold   95,675
Unrealized appreciation on forward foreign    
currency exchange contracts—Note 4   7,330
    583,109,735
Liabilities ($):    
Due to The Dreyfus Corporation and affiliates—Note 3(b)   292,688
Payable for investment securities purchased   3,044,926
Payable for shares of Common Stock redeemed   346,883
Unrealized depreciation on forward foreign    
currency exchange contracts—Note 4   63,785
Payable for futures variation margin—Note 4   32,883
    3,781,165
Net Assets ($)   579,328,570
Composition of Net Assets ($):    
Paid-in capital   603,143,533
Accumulated undistributed investment income—net   2,893,401
Accumulated net realized gain (loss) on investments   (12,835,934)
Accumulated net unrealized appreciation (depreciation)    
on investments [including ($248,810) net unrealized    
(depreciation) on financial futures]   (13,872,430)
Net Assets ($)   579,328,570
Shares Outstanding    
(200 million shares of $.001 par value Common Stock authorized)   41,466,442
Net Asset Value, offering and redemption price per share—Note 3(c) ($) 13.97
 
See notes to financial statements.    

The Fund 37



STATEMENT OF OPERATIONS

Six Months Ended April 30, 2010 (Unaudited)

Investment Income ($):  
Income:  
Dividends (net of $644,177 foreign taxes withheld at source):  
Unaffiliated issuers 7,369,906
Affiliated issuers 6,009
Interest 5,042
Total Income 7,380,957
Expenses:  
Management fee—Note 3(a) 986,428
Shareholder servicing costs—Note 3(b) 704,592
Directors’ fees—Note 3(a) 18,272
Loan commitment fees—Note 2 6,396
Total Expenses 1,715,688
Less—Directors’ fees reimbursed by the Manager—Note 3(a) (18,272)
Net Expenses 1,697,416
Investment Income—Net 5,683,541
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):  
Net realized gain (loss) on investments and foreign currency transactions (6,453,825)
Net realized gain (loss) on financial futures 964,452
Net realized gain (loss) on forward foreign currency exchange contracts (716,915)
Net Realized Gain (Loss) (6,206,288)
Net unrealized appreciation (depreciation)  
on investments and foreign currency transactions 13,136,415
Net unrealized appreciation (depreciation) on financial futures 225,700
Net unrealized appreciation (depreciation) on  
forward foreign currency exchange contracts (139,043)
Net Unrealized Appreciation (Depreciation) 13,223,072
Net Realized and Unrealized Gain (Loss) on Investments 7,016,784
Net Increase in Net Assets Resulting from Operations 12,700,325
 
See notes to financial statements.  

38



STATEMENT OF CHANGES IN NET ASSETS

  Six Months Ended  
  April 30, 2010 Year Ended
  (Unaudited) October 31, 2009
Operations ($):    
Investment income—net 5,683,541 10,748,143
Net realized gain (loss) on investments (6,206,288) 4,497,773
Net unrealized appreciation    
(depreciation) on investments 13,223,072 82,489,486
Net Increase (Decrease) in Net Assets    
Resulting from Operations 12,700,325 97,735,402
Dividends to Shareholders from ($):    
Investment income—net (13,103,285) (9,805,885)
Net realized gain on investments (3,322,070) (778,245)
Total Dividends (16,425,355) (10,584,130)
Capital Stock Transactions ($):    
Net proceeds from shares sold 102,813,738 349,050,223
Dividends reinvested 15,535,964 9,310,050
Cost of shares redeemed (82,577,671) (225,160,976)
Increase (Decrease) in Net Assets    
from Capital Stock Transactions 35,772,031 133,199,297
Total Increase (Decrease) in Net Assets 32,047,001 220,350,569
Net Assets ($):    
Beginning of Period 547,281,569 326,931,000
End of Period 579,328,570 547,281,569
Undistributed investment income—net 2,893,401 10,313,145
Capital Share Transactions (Shares):    
Shares sold 7,233,689 31,692,805
Shares issued for dividends reinvested 1,097,173 858,486
Shares redeemed (5,816,220) (21,995,482)
Net Increase (Decrease) in Shares Outstanding 2,514,642 10,555,809
 
See notes to financial statements.    

The Fund 39



FINANCIAL HIGHLIGHTS

The following table describes the performance for the fiscal periods indicated. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures have been derived from the fund’s financial statements.

Six Months Ended          
April 30, 2010   Year Ended October 31,  
  (Unaudited) 2009 2008 2007 2006 2005
Per Share Data ($):            
Net asset value,            
beginning of period 14.05 11.51 21.98 18.03 14.47 12.57
Investment Operations:            
Investment income—neta .14 .30 .49 .43 .38 .29
Net realized and unrealized            
gain (loss) on investments .19 2.51 (10.47) 3.90 3.45 1.88
Total from Investment Operations .33 2.81 (9.98) 4.33 3.83 2.17
Distributions:            
Dividends from            
investment income—net (.33) (.25) (.49) (.38) (.27) (.27)
Dividends from net realized            
gain on investments (.08) (.02)
Total Distributions (.41) (.27) (.49) (.38) (.27) (.27)
Net asset value, end of period 13.97 14.05 11.51 21.98 18.03 14.47
Total Return (%) 2.36b 25.13 (46.37) 24.40 26.83 17.40
Ratios/Supplemental Data (%):            
Ratio of total expenses            
to average net assets .61c .61 .61 .61 .60 .60
Ratio of net expenses            
to average net assets .60c .60 .60 .60 .60 .60
Ratio of net investment income            
to average net assets 2.02c 2.53 2.72 2.20 2.30 2.07
Portfolio Turnover Rate 2.40b 17.26 7.17 3.31 4.12 3.46
Net Assets, end of period            
($ x 1,000) 579,329 547,282 326,931 561,653 355,608 200,674

a     

Based on average shares outstanding at each month end.

b     

Not annualized.

c     

Annualized.

See notes to financial statements.

40



NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1—Significant Accounting Policies:

Dreyfus International Stock Index Fund (the “fund”) is a separate non-diversified series of Dreyfus Index Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering three series, including the fund.The fund’s investment objective is to match the performance of the Morgan Stanley Capital International Europe, Australasia, Far East Free Index (MSCI EAFE®). The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Manager, is the distributor of the fund’s shares, which are sold to the public without a sales charge.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities.Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates.

The Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

The Fund 41



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

(a) Portfolio valuation: Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value.When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value,such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board of Directors. Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and futures contracts. For other securities that are fair valued by the Board of Directors, certain factors may be considered such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. Financial futures are valued at the last sales price.Investments denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange. Forward foreign currency exchange contracts (“forward contracts”) are valued at the forward rate.

42



The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of April 30, 2010 in valuing the fund’s investments:

The Fund 43



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

    Level 2—Other   Level 3—  
  Level 1— Significant   Significant  
  Unadjusted Observable Unobservable
  Quoted Prices Inputs   Inputs Total
Assets ($)          
Investments in Securities:        
Equity Securities—          
Foreign 25,419 569,338,523†† 569,363,942
U.S. Treasury 489,920   489,920
Mutual Funds 8,050,000   8,050,000
Other Financial          
Instruments††† 7,330   7,330
Liabilities ($)          
Other Financial          
Instruments††† (248,810) (63,785) (312,595)

See Statement of Investments for country and industry classification.
†† To adjust for the market difference between local market close and the calculation of the net asset
  value, the fund may utilize fair value model prices for international equities provided by an
  independent service resulting in a level 2 classification.
††† Other financial instruments include derivative instruments, such as futures, forward foreign
  currency exchange contracts, swap contracts and options contracts.Amounts shown represent
  unrealized appreciation (depreciation), or in the case of options, market value at period end.

In January 2010, FASB issued Accounting Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 will require reporting entities to make new disclosures about amounts and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements as well as inputs and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3, and information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of activity in Level 3 fair value measurements. The new and revised disclosures are required to be implemented for fiscal years beginning after December 15, 2009 except for the disclosures surrounding purchases,sales,issuances and settlements on a gross basis in the reconciliation of Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. Management is currently evaluating the impact the adoption of ASU No. 2010-06 may have on the fund’s financial statement disclosures.

44



(b) Foreign currency transactions: The fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized on securities transactions between trade and settlement date, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments resulting from changes in exchange rates. Foreign currency gains and losses on investments are included with net realized and unrealized gain or loss on investments.

(c) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls and delayed settlements, and their prices may be more volatile than those of comparable securities in the U.S.

(d) Affiliated issuers: Investments in other investment companies advised by the Manager are defined as “affiliated” in the Act.

The Fund 45



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

(e) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

(f) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended April 30, 2010, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties.

Each of the tax years in the three-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service and state taxing authorities.

The tax character of distributions paid to shareholders during the fiscal year ended October 31, 2009 was as follows: ordinary income $9,805,885 and long-term capital gains $778,245.The tax character of current year distributions will be determined at the end of the current fiscal year.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $225 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, (each,

46



a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended April 30, 2010, the fund did not borrow under the Facilities.

NOTE 3—Management Fee and Other Transactions With Affiliates:

(a) Pursuant to a management agreement (“Agreement”) with the Manager, the management fee is computed at the annual rate of .35% of the value of the fund’s average daily net assets, and is payable monthly. Under the terms of the Agreement, the Manager has agreed to pay all the expenses of the fund, except management fees, brokerage fees and commissions, taxes, interest fees, commitment fees, Shareholder Services Plan fees, fees and expenses of non-interested Board members (including counsel fees) and extraordinary expenses. In addition, the Manager is required to reduce its fee in an amount equal to the fund’s allocable portion of the accrued fees and expenses of the non-interested Board members (including counsel fees). Each Board member also serves as a Board member of other funds within the Dreyfus complex (collectively, the “Fund Group”). Currently, the Company and 10 other funds (comprised of 33 portfolios) in the Dreyfus Family of Funds pay each Board member their respective allocated portion of an annual retainer of $85,000 and an attendance fee of $10,000 for each regularly scheduled Board meeting, an attendance fee of $2,000 for each separate in-person committee meeting that is not held in conjunction with a regularly scheduled Board meeting and an attendance fee of $1,000 for each Board meeting and separate committee meeting that is conducted by telephone.The Chairman of the Board receives an additional 25% of such compensation and the Audit Committee Chairman receives an additional $15,000 per annum. The Company also reimburses each Board member for travel and out-of-pocket expenses in connection

The Fund 47



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

with attending Board or committee meetings. Subject to the Company’s Emeritus Program Guidelines, Emeritus Board members, if any, receive 50% of the Company’s annual retainer fee and per meeting fee paid at the time the Board member achieves emeritus status.

(b) Under the Shareholder Services Plan, the fund pays the Distributor for the provision of certain services, at the annual rate of .25% of the value of the fund’s average daily net assets.The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (a securities dealer, financial institution or other industry professional) in respect of these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended April 30, 2010, the fund was charged $704,592 pursuant to the Shareholder Services Plan.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $170,735 and shareholder services plan fees $121,953.

(c) A 2% redemption fee is charged and retained by the fund on certain shares redeemed within sixty days following the date of issuance subject to exceptions, including redemptions made through use of the fund’s exchange privilege. During the period ended April 30, 2010, redemption fees charged and retained by the fund amounted to $19,183.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, forward contracts and financial futures, during the period ended April 30, 2010, amounted to $44,191,672 and $13,188,489, respectively.

The fund may invest in shares of certain affiliated investment companies also advised or managed by the adviser. Investments in affiliated investment companies for the period ended April 30, 2010 were as follows:

48



Affiliated        
Investment Value   Value Net
Company 10/31/2009 ($) Purchases ($) Sales ($)            4/30/2010 ($) Assets (%)
Dreyfus        
Institutional        
Preferred        
Plus Money        
Market        
Fund 11,950,000 39,300,000 43,200,000             8,050,000 1.4

The provisions of ASC Topic 815 “Derivatives and Hedging” require qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The disclosure requirements distinguish between derivatives, which are accounted for as “hedges” and those that do not qualify for hedge accounting. Because investment companies value their derivatives at fair value and recognize changes in fair value through the Statement of Operations, they do not qualify for such accounting. Accordingly, even though a fund’s investments in derivatives may represent economic hedges, they are considered to be non-hedge transactions for purposes of this disclosure.The following tables show the fund’s exposure to different types of market risk as it relates to the Statement of Assets and Liabilities and the Statement of Operations, respectively.

Fair value of derivative instruments as of April 30, 2010 is shown below:

  Derivative   Derivative
  Assets ($)   Liabilities ($)
Equity risk Equity risk1 (248,810)
Foreign exchange risk2 7,330 Foreign exchange risk3 (63,785)
Gross fair value of      
derivatives contracts 7,330   (312,595)

Statement of Assets and Liabilities location:

1     

Includes cumulative appreciation/depreciation of futures contracts as reported in the Statement of Financial Futures, but only the unpaid variation margin is reported in the Statement of Assets and Liabilities.

2     

Unrealized appreciation on forward foreign currency exchange contracts.

3     

Unrealized depreciation on forward foreign currency exchange contracts.

The Fund 49



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

The effect of derivative instruments in the Statement of Operations during the period ended April 30, 2010 is shown below:

Amount of realized gain or (loss) on derivatives recognized in income ($)

    Forward  
Underlying risk Futures4 Contracts5 Total
Equity 964,452 964,452
Foreign exchange (716,915) (716,915)
Total 964,452 (716,915) 247,537

Change in unrealized appreciation or (depreciation) on derivatives recognized in income ($)6

    Forward  
Underlying risk Futures Contracts Total
Equity 225,700 225,700
Foreign exchange (139,043) (139,043)
Total 225,700 (139,043) 86,657

Statement of Operations location:

4     

Net realized gain (loss) on financial futures.

5     

Net realized gain (loss) on forward foreign currency exchange contracts.

6     

Net unrealized appreciation (depreciation) on financial futures and forward foreign currency exchange contracts.

Futures Contracts: In the normal course of pursuing its investment objective, the fund is exposed to market risk, including equity price risk as a result of changes in value of underlying financial instruments.The fund invests in financial futures contracts in order to manage its exposure to or protect against changes in the market.A futures contract represents a commitment for the future purchase or a sale of an asset at a specified date. Upon entering into such contracts, these investments require initial margin deposits with a broker, which consist of cash or cash equivalents. The amount of these deposits is determined by the exchange or Board of Trade on which the contract is traded and is subject to change. Accordingly, variation margin payments are received or made to reflect daily unrealized gains or losses which are recorded in the Statement of Operations. Futures contracts are valued daily at the last sales price established by the Board of Trade or exchange upon which they are traded.When the contracts are closed, the fund recognizes a realized gain or loss.There is minimal counterparty credit risk to the fund with futures, since futures are exchange traded and the

50



exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Contracts open at April 30, 2010 are set forth in the Statement of Financial Futures.

Forward Foreign Currency Exchange Contracts: The fund enters into forward contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to settle foreign currency transactions or as a part of its investment strategy. When executing forward contracts, the fund is obligated to buy or sell a foreign currency at a specified rate on a certain date in the future. With respect to sales of forward contracts, the fund incurs a loss if the value of the contract increases between the date the forward contract is opened and the date the forward contract is closed.The fund realizes a gain if the value of the contract decreases between those dates. With respect to purchases of forward contracts, the fund incurs a loss if the value of the contract decreases between the date the forward contract is opened and the date the forward contract is closed.The fund realizes a gain if the value of the contract increases between those dates. Any realized gain or loss which occurred during the period is reflected in the Statement of Operations.The fund is exposed to foreign currency risk as a result of changes in value of underlying financial instruments. The fund is also exposed to credit risk associated with counterparty nonperformance on these forward contracts, which is typically limited to the unrealized gain on each open contract.The following summarizes open forward contracts at April 30, 2010:

  Foreign     Unrealized
Forward Foreign Currency Currency     Appreciation
Exchange Contracts Amounts Cost ($) Value ($) (Depreciation)($)
Purchases:        
Australian Dollar,        
Expiring 6/16/2010 59,140 53,951 54,416 465
Australian Dollar,        
Expiring 6/16/2010 247,100 228,611 227,360 (1,251)
Australian Dollar,        
Expiring 6/16/2010 125,200 115,295 115,198 (97)
Australian Dollar,        
Expiring 6/16/2010 122,900 113,600 113,082 (518)

The Fund 51



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

  Foreign     Unrealized
Forward Foreign Currency Currency     Appreciation
Exchange Contracts Amounts Cost ($) Value ($) (Depreciation)($)
Purchases (continued):        
Australian Dollar,        
Expiring 6/16/2010 120,100 111,054 110,506 (548)
British Pound,        
Expiring 6/16/2010 63,242 96,044 96,744 700
British Pound,        
Expiring 6/16/2010 226,500 347,698 346,486 (1,212)
British Pound,        
Expiring 6/16/2010 114,500 176,120 175,155 (965)
British Pound,        
Expiring 6/16/2010 114,700 176,659 175,461 (1,198)
British Pound,        
Expiring 6/16/2010 113,900 174,026 174,238 212
British Pound,        
Expiring 6/16/2010 56,900 87,340 87,042 (298)
British Pound,        
Expiring 6/16/2010 169,000 258,794 258,526 (268)
British Pound,        
Expiring 6/16/2010 55,900 84,935 85,512 577
British Pound,        
Expiring 6/16/2010 110,900 169,006 169,648 642
British Pound,        
Expiring 6/16/2010 56,000 85,476 85,666 190
Danish Krone,        
Expiring 5/3/2010 738,762 131,303 131,982 679
Euro,        
Expiring 6/16/2010 425,762 572,522 566,972 (5,550)
Euro,        
Expiring 6/16/2010 175,400 238,509 233,574 (4,935)
Euro,        
Expiring 6/16/2010 234,600 318,683 312,408 (6,275)
Euro,        
Expiring 6/16/2010 259,000 348,505 344,901 (3,604)
Euro,        
Expiring 6/16/2010 172,000 231,585 229,046 (2,539)
Euro,        
Expiring 6/16/2010 481,300 641,157 640,930 (227)
Euro,        
Expiring 6/16/2010 55,600 73,377 74,041 664
Euro,        
Expiring 6/16/2010 217,400 287,663 289,504 1,841

52



  Foreign     Unrealized
Forward Foreign Currency Currency     Appreciation
Exchange Contracts Amounts Cost ($) Value ($) (Depreciation)($)
Purchases (continued):        
Euro,        
Expiring 6/16/2010 138,100 183,696 183,903 207
Japanese Yen,        
Expiring 5/6/2010 243,669,565 2,618,250 2,591,953 (26,297)
Japanese Yen,        
Expiring 6/16/2010 20,443,014 218,746 217,730 (1,016)
Japanese Yen,        
Expiring 6/16/2010 19,780,000 212,100 210,669 (1,431)
Japanese Yen,        
Expiring 6/16/2010 29,805,000 321,037 317,441 (3,596)
Japanese Yen,        
Expiring 6/16/2010 19,410,000 208,688 206,728 (1,960)
Japanese Yen,        
Expiring 6/16/2010 29,355,000 312,113 312,648 535
Japanese Yen,        
Expiring 6/16/2010 19,520,000 207,494 207,900 406
Japanese Yen,        
Expiring 6/16/2010 9,760,000 103,738 103,950 212
Gross Unrealized        
Appreciation       7,330
Gross Unrealized        
Depreciation       (63,785)

At April 30, 2010, accumulated net unrealized depreciation on investments was $13,551,816, consisting of $58,687,361 gross unrealized appreciation and $72,239,177 gross unrealized depreciation.

At April 30, 2010, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

NOTE 5—Subsequent Events Evaluation:

Dreyfus has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.

The Fund 53



INFORMATION ABOUT THE REVIEW AND APPROVAL
OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Directors held on March 2, 2010, the Board unanimously approved the continuation of the fund’s Management Agreement with Dreyfus for a one-year term ending March 30, 2011. The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus. In approving the continuance of the Management Agreement, the Board considered all factors that it believed to be relevant, including, among other things, the factors discussed below.

Analysis of Nature, Extent and Quality of Services Provided to the Fund. The Board members received a presentation from representatives of Dreyfus regarding services provided to the fund and other funds in the Dreyfus fund complex, and discussed the nature, extent and quality of the services provided to the fund pursuant to its Management Agreement. Dreyfus’ representatives reviewed the fund’s distribution of accounts and the relationships Dreyfus has with various intermediaries and the different needs of each. Dreyfus’ representatives noted the various distribution channels for the fund as well as the diverse methods of distribution among other funds in the Dreyfus fund complex, and Dreyfus’ corresponding need for broad, deep and diverse resources to be able to provide ongoing shareholder services to each distribution channel, including those of the fund. Dreyfus also provided the number of accounts investing in the fund, as well as the fund’s asset size.

The Board members also considered Dreyfus’ research and portfolio management capabilities and Dreyfus’ oversight of day-to-day fund operations, including fund accounting, administration and assistance in meeting legal and regulatory requirements. The Board members also considered Dreyfus’ extensive administrative, accounting and compliance infrastructure.The Board also considered Dreyfus’ brokerage policies and practices, the standards applied in seeking best execution and Dreyfus’ policies and practices regarding soft dollars.

54



Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board members reviewed the fund’s performance and comparisons to a group of retail front-end load and no-load pure index international large-cap core funds that are benchmarked against the Morgan Stanley Capital International Europe, Australasia, Far East (Free) Index (the “Performance Group”), and also to a larger universe of funds, consisting of all retail and institutional international large-cap core funds (the “Performance Universe”) selected and provided by Lipper, Inc. (“Lipper”), an independent provider of investment company data.The Board was provided with a description of the methodology Lipper used to select the Performance Group and Performance Universe, as well as the Expense Group and Expense Universe (discussed below). The Board members discussed the results of the comparisons and noted the fund’s average annual total return was variously below, above and at the Performance Group medians for all periods, and was above the Performance Universe medians for all periods, except the three- and ten-year periods ended December 31, 2009 when it was below the Performance Universe medians. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

The Board members also discussed the fund’s contractual and actual management fees and expense ratio and reviewed the range of management fees and expense ratios as compared to a comparable group of funds (the “Expense Group”) and a broader group of funds (the “Expense Universe”), each selected and provided by Lipper. The Board members noted that the fund’s contractual management fee was below the Expense Group median, the fund’s actual management fee was at the Expense Group and Expense Universe medians and the fund’s total expense ratio was below the Expense Group and Expense Universe medians. Management noted that, pursuant to the fund’s Management Agreement, Dreyfus pays all of the fund’s expenses, except management fees, shareholder services fees, and certain other

The Fund 55



INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE
FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued)

expenses, including the fees and expenses of the independent Board members and their counsel.Additionally, Dreyfus has agreed to reduce its management fee in an amount equal to the fees and expenses of the independent Board members and their counsel.

Representatives of Dreyfus reviewed with the Board members the fees paid to Dreyfus or its affiliates by mutual funds and/or separate accounts with similar investment objectives, policies and strategies as the fund (the “Similar Accounts”), and explained the nature of the Similar Accounts and the differences, from Dreyfus’ perspective, as applicable, in providing services to the Similar Accounts as compared to the fund. The Board analyzed differences in fees paid to Dreyfus and discussed the relationship of the advisory fees paid in light of the services provided.The Board members considered the relevance of the fee information provided for the Similar Accounts to evaluate the appropriateness and reasonableness of the fund’s management fees.

Analysis of Profitability and Economies of Scale. Dreyfus’ representatives reviewed the dollar amount of expenses allocated and profit received by Dreyfus and the method used to determine such expenses and profit.The Board previously had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus mutual fund complex. The Board also was informed that the methodology had also been reviewed by an independent registered public accounting firm which, like the consultant, found the methodology to be reasonable. The consulting firm also analyzed where any economies of scale might emerge in connection with the management of the fund. The Board members also considered potential benefits to Dreyfus from acting as investment adviser and noted there were no soft dollar arrangements with respect to trading the fund’s investments.

It was noted that the Board members should consider Dreyfus’ profitability with respect to the fund as part of their evaluation of whether the fees under the Management Agreement bear a reasonable relation-

56



ship to the mix of services provided by Dreyfus, including the nature, extent and quality of such services and that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been static or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. It also was noted that Dreyfus did not realize a profit on the fund’s operations.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to continuation of the Management Agreement. Based on the discussions and considerations as described above, the Board made the following conclusions and determinations.

  • The Board concluded that the nature, extent and quality of the services provided by Dreyfus are adequate and appropriate.

  • The Board was generally satisfied with the fund’s relative performance.

  • The Board concluded that the fee paid by the fund to Dreyfus was reasonable in light of the considerations described above.

  • The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered by Dreyfus in connection with the management fee rate charged to the fund and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

The Board members considered these conclusions and determinations, along with information received on a routine and regular basis throughout the year, and, without any one factor being dispositive, the Board determined that continuation of the Management Agreement was in the best interests of the fund and its shareholders.

The Fund 57









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The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value



 

Contents

 

THE FUND

2     

A Letter from the Chairman and CEO

3     

Discussion of Fund Performance

6     

Understanding Your Fund’s Expenses

6     

Comparing Your Fund’s Expenses With Those of Other Funds

7     

Statement of Investments

23     

Statement of Financial Futures

24     

Statement of Assets and Liabilities

25     

Statement of Operations

26     

Statement of Changes in Net Assets

27     

Financial Highlights

28     

Notes to Financial Statements

37     

Information About the Review and Approval of the Fund’s Management Agreement

 

FOR MORE INFORMATION

 

Back Cover



The Fund

Dreyfus
S&P 500 Index Fund


A LETTER FROM THE CHAIRMAN AND CEO

Dear Shareholder:

We are pleased to present this semiannual report for Dreyfus S&P 500 Index Fund, covering the six-month period from November 1, 2009, through April 30, 2010.

Psychology plays a very important role in how investors — especially retail investors — perceive the markets and make asset allocation decisions. Unlike in an ideal world populated by the purely rational investor who would seek out investments that deliver the best risk/ return characteristics, the everyday investor is generally influenced by emotions. Currently, investor emotions appear to be deeply divided, with a large amount of investors still seeking low risk investments (such as cash instruments) and others seeking high risk investments (such as smaller-cap and emerging market securities), while the investment classes in the middle of the risk spectrum have seemingly been ignored.

It is important to note that the investor sentiment cycle usually lags the economic cycle.That’s why we continue to stress the importance of a long-term, well-balanced asset allocation strategy that can help cushion the volatility produced by the emotional swings of the financial markets. If you have not revisited your investment portfolio in the past year, we urge you to speak with your financial advisor about positioning your portfolio to take advantage of long-term market fundamentals rather than lie susceptible to short-term emotions.

For information about how the fund performed during the reporting period, as well as general market perspectives, we have provided a Discussion of Fund Performance.

Thank you for your continued confidence and support.


Jonathan R. Baum
Chairman and Chief Executive Officer
The Dreyfus Corporation
May 17, 2010

2




DISCUSSION OF FUND PERFORMANCE

For the period of November 1, 2009, through April 30, 2010, as provided by Thomas Durante, CFA, Portfolio Manager

Fund and Market Performance Overview

For the six-month period ended April 30, 2010, Dreyfus S&P 500 Index Fund produced a total return of 15.46%.1 In comparison, the Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500 Index”), the fund’s benchmark, produced a 15.66% return for the same period.2,3

Large-cap stocks generally produced positive absolute returns during the reporting period, as investor sentiment was buoyed by a sustained U.S. economic recovery. The difference in returns between the fund and the S&P 500 Index was primarily the result of transaction costs and operating expenses that are not reflected in the S&P 500 Index’s return.

The Fund’s Investment Approach

The fund seeks to match the total return of the S&P 500 Index by generally investing in all 500 stocks in the S&P 500 Index in proportion to their respective weighting. Often considered a barometer for the stock market in general, the S&P 500 Index is made up of 500 widely held common stocks across 10 economic sectors. Each stock is weighted by its float-adjusted market capitalization; that is, larger companies have greater representation in the S&P 500 Index than smaller ones.

Economic Rebound Helped Buoy the Equity Markets

When the reporting period began, the U.S. economy had returned to growth, aided in large part by a number of fiscal and monetary stimulus programs. Improving manufacturing activity and an apparent bottoming of housing prices helped to bolster confidence among businesses, consumers and investors. In this environment, consumer and corporate spending improved, and stock and commodity prices rose sharply. However, a number of economic headwinds remained—including stubbornly high unemployment and foreclosure rates—and the economic rebound so far has proved to be less robust than most previous recoveries.

The Fund 3



DISCUSSION OF FUND PERFORMANCE (continued)

Indeed, faced with the subpar recovery and low inflation, the Federal Reserve Board (the “Fed”) made it clear throughout the reporting period that it would continue to employ all available tools to stimulate economic growth. In each of five meetings of its Federal Open Market Committee from November 2009 through April 2010, the Fed maintained the overnight federal funds rate in an unprecedented low range between 0% and 0.25%.The Fed consistently reiterated at the conclusion of those meetings that it intended to keep interest rates low for an “extended period.”

S&P 500 Index Posted Gains in All Market Sectors

All 10 of the economic sectors that comprise the S&P 500 Index produced positive absolute returns during the reporting period, a testament to the breadth of the economic recovery. Much of the S&P 500 Index’s positive performance stemmed from the information technology sector, where stocks generally gained value after posting steep declines in the previous year. Results from technology companies were further fueled by an uptick in consumer and corporate spending. Cost-cutting measures, such as staff reductions, factory closures and moving operations to lower-cost sites, also helped boost performance within the sector. Hardware and software companies with significant exposure to overseas markets fared especially well. In fact, many technology firms expanded their overseas presence during the reporting period, made possible, in part, by their ability to borrow money at low interest rates. Videoconferencing providers, which helped their business customers reduce travel costs, also ranked among the sector’s top performers.

Industrial stocks posted above-average results, as aerospace and defense companies performed well amid continued geopolitical uncertainty. Railroad stocks benefited when shipping volumes increased in the improving economy. Industrial companies that create fuel efficiencies for corporate customers also gained substantial value.

A number of consumer discretionary stocks posted relatively strong results, as specialty retailers, automotive retailers and department stores rebounded from previously beaten-down levels. Improved consumer

4



spending during the reporting period created a “barbell” of positive performance from low-cost casual dining chains on one end to upscale hotels on the other. Media companies advanced in anticipation of greater advertising spending.

Returns were less impressive in the telecommunications services and utilities sectors.The S&P 500 Index’s greater laggards included some of its traditionally defensive components, including companies with large cash reserves that had held up relatively well during the recession. Investors felt more comfortable assuming greater risks as the economy recovered, and they turned away from defensive companies in favor of more speculative stocks.

Index Funds Offer Diversification Benefits

As an index fund, we attempt to replicate the returns of the S&P 500 Index by closely approximating its composition. In our view, one of the greatest benefits of an index fund is that it offers a broadly diversified investment vehicle that can help investors manage risks by limiting the impact on the overall portfolio of unexpected losses in any single industry group or holding.

May 17, 2010

Equity funds are subject generally to market, market sector, market liquidity, issuer and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.

1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no
  guarantee of future results. Share price and investment return fluctuate such that upon redemption,
  fund shares may be worth more or less than their original cost.
2 SOURCE: LIPPER INC. — Reflects reinvestment of dividends daily and, where applicable,
  capital gain distributions.The Standard & Poor’s 500 Composite Stock Price Index is a widely
  accepted, unmanaged index of U.S. stock market performance. Investors cannot invest directly in
  any index.
3 “Standard & Poor’s®,”“S&P®,”“Standard & Poor’s® 500” and “S&P 500®” are
  trademarks of The McGraw-Hill Companies, Inc., and have been licensed for use by the fund.
  The fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard &
  Poor’s makes no representation regarding the advisability of investing in the fund.

The Fund 5



UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus S&P 500 Index Fund from November 1, 2009 to April 30, 2010. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment
assuming actual returns for the six months ended April 30, 2010

Expenses paid per $1,000 $2.67
Ending value (after expenses) $1,154.60

COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment
assuming a hypothetical 5% annualized return for the six months ended April 30, 2010

Expenses paid per $1,000 $2.51
Ending value (after expenses) $1,022.32

Expenses are equal to the fund’s annualized expense ratio of .50%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

6



STATEMENT OF INVESTMENTS

April 30, 2010 (Unaudited)

Common Stocks—99.3% Shares Value ($)
Consumer Discretionary—10.5%    
Abercrombie & Fitch, Cl. A 19,926 871,364
Amazon.com 76,777 a 10,523,055
Apollo Group, Cl. A 27,793 a,b 1,595,596
AutoNation 21,044 a,b 425,089
AutoZone 6,774 a,b 1,253,258
Bed Bath & Beyond 58,648 a 2,695,462
Best Buy 77,235 3,521,916
Big Lots 18,921 a,b 722,782
Carnival 98,697 4,115,665
CBS, Cl. B 153,376 2,486,225
Coach 71,905 b 3,002,034
Comcast, Cl. A 637,622 b 12,586,658
D.R. Horton 63,547 b 933,505
Darden Restaurants 31,481 b 1,408,775
DeVry 14,015 874,396
DIRECTV, Cl. A 212,055 a 7,682,753
Discovery Communications, Cl. A 63,644 a 2,463,023
Eastman Kodak 61,037 a,b 373,546
Expedia 48,425 1,143,314
Family Dollar Stores 31,306 b 1,238,465
Ford Motor 755,853 a,b 9,841,206
Fortune Brands 33,780 1,770,748
GameStop, Cl. A 37,352 a,b 908,027
Gannett 53,294 b 907,064
Gap 107,101 2,648,608
Genuine Parts 36,902 1,579,406
Goodyear Tire & Rubber 55,762 a 748,884
H & R Block 75,414 1,380,830
Harley-Davidson 53,755 b 1,818,532
Harman International Industries 13,898 a 548,693
Hasbro 28,174 1,080,755
Home Depot 382,045 13,467,086
International Game Technology 69,687 1,469,002
Interpublic Group of Cos. 109,219 a,b 973,141
J.C. Penney 52,656 1,535,976
Johnson Controls 150,705 5,062,181

The Fund 7



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Consumer Discretionary (continued)    
Kohl’s 68,745 a 3,780,288
Leggett & Platt 36,482 b 894,903
Lennar, Cl. A 31,982 b 636,442
Limited Brands 60,405 1,618,854
Lowe’s 331,482 8,989,792
Macy’s 94,664 2,196,205
Marriott International, Cl. A 57,195 b 2,102,488
Mattel 81,130 1,870,047
McDonald’s 241,739 17,064,356
McGraw-Hill 72,626 2,448,949
Meredith 8,744 b 314,172
New York Times, Cl. A 27,333 a,b 271,143
Newell Rubbermaid 64,285 1,097,345
News, Cl. A 510,853 7,877,353
NIKE, Cl. B 87,732 6,659,736
Nordstrom 35,673 1,474,365
O’Reilly Automotive 30,738 a,b 1,502,781
Office Depot 63,374 a 434,746
Omnicom Group 70,655 3,014,142
Polo Ralph Lauren 12,866 1,156,653
Priceline.com 10,203 a 2,673,696
Pulte Group 77,602 a,b 1,015,810
RadioShack 30,532 657,965
Ross Stores 26,656 b 1,492,736
Scripps Networks Interactive, Cl. A 20,794 942,800
Sears Holdings 11,021 a,b 1,332,990
Sherwin-Williams 21,485 1,677,334
Stanley Black and Decker 35,287 2,193,087
Staples 160,436 3,775,059
Starbucks 164,643 4,277,425
Starwood Hotels & Resorts Worldwide 41,917 c 2,284,896
Target 169,374 9,632,299
Tiffany & Co. 28,136 1,364,033
Time Warner 258,593 8,554,256
Time Warner Cable 80,078 4,504,388
TJX 94,706 4,388,676

8



Common Stocks (continued) Shares Value ($)
Consumer Discretionary (continued)    
Urban Outfitters 28,798 a 1,080,213
VF 19,585 1,692,536
Viacom, Cl. B 136,793 a 4,832,897
Walt Disney 432,639 15,938,421
Washington Post, Cl. B 1,349 684,159
Whirlpool 16,951 b 1,845,455
Wyndham Worldwide 41,055 1,100,685
Wynn Resorts 15,258 b 1,346,366
Yum! Brands 105,883 4,491,557
    254,841,519
Consumer Staples—10.9%    
Altria Group 466,556 9,886,321
Archer-Daniels-Midland 145,491 4,065,019
Avon Products 96,179 3,109,467
Brown-Forman, Cl. B 24,498 1,425,294
Campbell Soup 42,953 b 1,540,295
Clorox 31,112 2,012,946
Coca-Cola 517,939 27,683,840
Coca-Cola Enterprises 71,225 1,975,069
Colgate-Palmolive 110,952 9,331,063
ConAgra Foods 99,873 2,443,892
Constellation Brands, Cl. A 44,945 a 821,145
Costco Wholesale 98,329 b 5,809,277
CVS Caremark 312,600 11,544,318
Dean Foods 39,928 a,b 626,870
Dr. Pepper Snapple Group 58,362 1,910,188
Estee Lauder, Cl. A 26,396 b 1,740,024
General Mills 74,119 5,275,790
H.J. Heinz 70,525 3,305,507
Hershey 37,758 1,775,004
Hormel Foods 15,916 648,736
J.M. Smucker 26,701 1,630,630
Kellogg 56,514 b 3,104,879
Kimberly-Clark 93,918 5,753,417
Kraft Foods, Cl. A 389,422 11,526,891
Kroger 148,084 3,291,907

The Fund 9



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Consumer Staples (continued)    
Lorillard 34,845 2,730,803
McCormick & Co. 29,659 b 1,173,607
Mead Johnson Nutrition 45,785 2,362,964
Molson Coors Brewing, Cl. B 34,255 1,519,552
PepsiCo 366,781 23,921,457
Philip Morris International 422,812 20,751,613
Procter & Gamble 652,654 40,568,973
Reynolds American 38,820 b 2,073,764
Safeway 87,549 b 2,066,156
Sara Lee 161,464 2,296,018
SUPERVALU 49,110 731,739
SYSCO 133,339 b 4,205,512
Tyson Foods, Cl. A 67,133 1,315,135
Wal-Mart Stores 479,319 25,715,464
Walgreen 221,409 7,782,526
Whole Foods Market 37,968 a,b 1,481,511
    262,934,583
Energy—11.1%    
Anadarko Petroleum 111,472 6,929,099
Apache 75,642 7,697,330
Baker Hughes 96,844 b 4,818,958
Cabot Oil & Gas 24,214 874,852
Cameron International 54,684 a 2,157,831
Chesapeake Energy 146,164 b 3,478,703
Chevron 451,636 36,781,236
ConocoPhillips 334,044 19,772,064
Consol Energy 49,360 2,205,405
Denbury Resources 88,874 a 1,701,937
Devon Energy 100,000 6,733,000
Diamond Offshore Drilling 15,787 b 1,248,752
El Paso 157,966 1,911,389
EOG Resources 56,196 6,300,696
Exxon Mobil 1,060,880 71,980,708
FMC Technologies 27,552 a,b 1,864,995
Halliburton 203,081 6,224,433
Helmerich & Payne 23,721 b 963,547

10



Common Stocks (continued) Shares Value ($)
Energy (continued)    
Hess 63,883 4,059,765
Marathon Oil 159,540 5,129,211
Massey Energy 18,670 683,882
Murphy Oil 42,968 2,584,525
Nabors Industries 62,961 a 1,358,069
National Oilwell Varco 94,299 4,151,985
Noble Energy 38,902 2,972,113
Occidental Petroleum 182,730 16,200,842
Peabody Energy 60,603 2,831,372
Pioneer Natural Resources 26,967 b 1,729,394
Range Resources 34,797 b 1,661,905
Rowan 25,763 a,b 767,737
Schlumberger 268,837 19,200,339
Smith International 55,308 2,641,510
Southwestern Energy 77,396 a 3,071,073
Spectra Energy 146,586 b 3,421,317
Sunoco 27,304 b 895,025
Tesoro 31,894 b 419,406
Valero Energy 126,568 2,631,349
Williams 129,944 3,067,978
XTO Energy 131,091 6,229,444
    269,353,176
Financial—16.3%    
Aflac 105,949 5,399,161
Allstate 122,535 4,003,218
American Express 266,658 12,298,267
American International Group 30,337 a,b 1,180,109
Ameriprise Financial 58,005 2,689,112
AON 61,277 2,601,821
Apartment Investment &    
  Management, Cl. A 26,071 b,c 584,251
Assurant 26,701 972,717
AvalonBay Communities 17,866 b,c 1,858,779
Bank of America 2,252,421 40,160,666
Bank of New York Mellon 271,112 8,439,717
BB & T 154,460 b 5,134,250

The Fund 11



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Financial (continued)    
Berkshire Hathaway, Cl. B 371,492 a 28,604,884
Boston Properties 30,987 c 2,443,635
Capital One Financial 101,937 4,425,085
CB Richard Ellis Group, Cl. A 60,183 a 1,042,370
Charles Schwab 219,130 4,227,018
Chubb 73,961 3,910,318
Cincinnati Financial 36,869 b 1,047,080
Citigroup 4,408,072 a 19,263,275
CME Group 14,980 4,919,582
Comerica 38,878 1,632,876
Discover Financial Services 118,248 1,828,114
E*TRADE FINANCIAL 340,165 a 571,477
Equity Residential 61,070 c 2,764,639
Federated Investors, Cl. B 20,020 b 482,882
Fifth Third Bancorp 176,802 2,636,118
First Horizon National 49,322 a,b 697,906
Franklin Resources 33,578 3,882,960
Genworth Financial, Cl. A 109,339 a 1,806,280
Goldman Sachs Group 118,056 17,141,731
Hartford Financial Services Group 95,479 2,727,835
HCP 65,333 b,c 2,098,496
Health Care REIT 27,645 b,c 1,242,090
Host Hotels & Resorts 146,286 b,c 2,378,610
Hudson City Bancorp 108,936 1,448,849
Huntington Bancshares 158,820 1,075,211
IntercontinentalExchange 16,411 a 1,914,015
Invesco 92,943 2,136,759
Janus Capital Group 37,134 b 522,847
JPMorgan Chase & Co. 892,090 37,985,192
KeyCorp 190,202 1,715,622
Kimco Realty 90,638 b,c 1,413,046
Legg Mason 35,905 b 1,137,829
Leucadia National 39,675 a,b 1,004,174
Lincoln National 66,779 2,042,770
Loews 79,804 2,971,901
M & T Bank 18,591 b 1,623,924

12



Common Stocks (continued) Shares Value ($)
Financial (continued)    
Marsh & McLennan 115,690 2,802,012
Marshall & Ilsley 115,996 1,055,564
MetLife 184,371 8,403,630
Moody’s 44,415 b 1,097,939
Morgan Stanley 313,650 9,478,503
Nasdaq OMX Group 30,615 a 642,915
Northern Trust 54,563 b 2,999,874
NYSE Euronext 60,061 1,959,790
People’s United Financial 78,512 1,219,291
Plum Creek Timber 36,741 b,c 1,462,292
PNC Financial Services Group 115,921 7,791,050
Principal Financial Group 70,509 b 2,060,273
Progressive 154,543 3,104,769
ProLogis 105,907 c 1,394,795
Prudential Financial 103,734 6,593,333
Public Storage 30,167 c 2,923,484
Regions Financial 264,641 b 2,339,426
Simon Property Group 65,033 c 5,789,238
SLM 108,217 a 1,324,576
State Street 112,133 4,877,786
SunTrust Banks 111,346 3,295,842
T. Rowe Price Group 58,457 3,361,862
Torchmark 19,997 b 1,070,639
Travelers 115,749 5,873,104
U.S. Bancorp 430,866 11,534,283
Unum Group 75,271 1,841,881
Ventas 35,423 b,c 1,673,028
Vornado Realty Trust 35,333 c 2,945,712
Wells Fargo & Co. 1,162,705 38,497,163
XL Capital, Cl. A 77,383 1,377,417
Zions Bancorporation 33,363 b 958,519
    395,839,458
Health Care—11.5%    
Abbott Laboratories 348,192 17,813,502
Aetna 97,776 2,889,281
Allergan 69,458 4,423,780

The Fund 13



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Health Care (continued)    
AmerisourceBergen 65,009 2,005,527
Amgen 220,355 a 12,639,563
Baxter International 135,774 6,411,248
Becton Dickinson & Co. 53,451 4,082,053
Biogen Idec 60,812 a 3,238,239
Boston Scientific 338,954 a 2,332,004
Bristol-Myers Squibb 385,254 9,743,074
C.R. Bard 21,776 1,884,277
Cardinal Health 81,120 2,814,053
CareFusion 40,619 a 1,120,272
Celgene 104,149 a 6,452,031
Cephalon 16,702 a,b 1,072,268
Cerner 15,266 a 1,296,236
CIGNA 62,814 2,013,817
Coventry Health Care 33,800 a 802,412
DaVita 23,499 a 1,467,043
Dentsply International 33,604 b 1,231,251
Eli Lilly & Co. 227,693 b 7,962,424
Express Scripts 61,294 a 6,137,368
Forest Laboratories 68,734 a 1,873,689
Genzyme 59,815 a 3,184,551
Gilead Sciences 202,710 a 8,041,506
Hospira 36,772 a 1,977,966
Humana 38,673 a 1,768,130
Intuitive Surgical 8,762 a,b 3,159,227
Johnson & Johnson 618,249 39,753,411
King Pharmaceuticals 57,122 a,b 559,796
Laboratory Corp. of America Holdings 23,961 a,b 1,882,616
Life Technologies 39,150 a 2,141,897
McKesson 60,631 3,929,495
Medco Health Solutions 104,404 a 6,151,484
Medtronic 249,182 10,886,762
Merck & Co. 699,113 24,496,920
Millipore 12,805 a 1,359,251
Mylan 70,625 a,b 1,555,869
Patterson 21,340 682,667

14



Common Stocks (continued) Shares Value ($)
Health Care (continued)    
PerkinElmer 27,295 683,740
Pfizer 1,816,562 30,372,917
Quest Diagnostics 34,147 b 1,951,843
St. Jude Medical 73,210 a 2,988,432
Stryker 62,163 3,570,643
Tenet Healthcare 97,059 a 606,619
Thermo Fisher Scientific 92,849 a 5,132,693
UnitedHealth Group 261,656 7,930,793
Varian Medical Systems 28,109 a,b 1,584,785
Waters 21,361 a 1,537,778
Watson Pharmaceuticals 24,003 a,b 1,027,808
WellPoint 99,895 a 5,374,351
Zimmer Holdings 47,984 a 2,922,705
    278,922,067
Industrial—10.7%    
3M 159,219 14,117,949
Avery Dennison 24,602 960,216
Boeing 169,700 12,291,371
C.H. Robinson Worldwide 37,804 b 2,279,581
Caterpillar 139,938 b 9,528,378
Cintas 30,339 b 826,738
CSX 88,409 4,955,324
Cummins 45,684 3,299,755
Danaher 57,585 4,853,264
Deere & Co. 95,249 5,697,795
Dover 42,881 2,239,246
Dun & Bradstreet 12,233 941,574
Eaton 37,470 2,891,185
Emerson Electric 169,351 8,845,203
Equifax 28,780 b 967,008
Expeditors International    
   of Washington 47,992 b 1,955,194
Fastenal 29,012 b 1,586,666
FedEx 70,362 6,333,284
First Solar 10,971 a,b 1,574,887
Flowserve 12,609 1,444,739

The Fund 15



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Industrial (continued)    
Fluor 41,301 2,182,345
General Dynamics 86,914 6,636,753
General Electric 2,396,598 45,199,838
Goodrich 27,969 2,074,740
Honeywell International 169,427 8,042,700
Illinois Tool Works 87,560 4,474,316
Iron Mountain 40,815 1,026,497
ITT 40,976 2,277,036
Jacobs Engineering Group 28,178 a,b 1,358,743
L-3 Communications Holdings 26,207 2,452,189
Lockheed Martin 70,896 6,018,361
Masco 82,039 1,331,493
Norfolk Southern 82,898 4,918,338
Northrop Grumman 68,139 4,621,868
Paccar 82,039 b 3,816,454
Pall 27,224 1,061,464
Parker Hannifin 36,646 2,535,170
Pitney Bowes 47,381 b 1,203,477
Precision Castparts 31,415 4,031,801
Quanta Services 44,099 a,b 887,713
R.R. Donnelley & Sons 47,811 1,027,458
Raytheon 86,422 5,038,403
Republic Services 72,623 2,253,492
Robert Half International 34,962 b 957,260
Rockwell Automation 33,167 b 2,013,900
Rockwell Collins 36,404 b 2,366,260
Roper Industries 20,474 1,249,323
Ryder System 12,776 594,340
Snap-On 13,366 643,974
Southwest Airlines 167,683 2,210,062
Stericycle 19,355 a,b 1,140,010
Textron 60,951 b 1,392,121
Union Pacific 113,629 8,597,170
United Parcel Service, Cl. B 223,565 15,457,284
United Technologies 211,154 15,825,992

16



Common Stocks (continued) Shares Value ($)
Industrial (continued)    
W.W. Grainger 14,247 1,574,863
Waste Management 110,836 b 3,843,792
    259,926,357
Information Technology—18.8%    
Adobe Systems 117,971 a 3,962,646
Advanced Micro Devices 127,435 a 1,154,561
Agilent Technologies 77,823 a 2,821,862
Akamai Technologies 38,737 a,b 1,504,158
Altera 68,598 1,739,645
Amphenol, Cl. A 39,864 1,842,115
Analog Devices 66,249 1,982,832
Apple 203,630 a 53,171,865
Applied Materials 303,394 4,180,769
Autodesk 50,577 a 1,720,124
Automatic Data Processing 113,639 4,927,387
BMC Software 42,786 a 1,684,057
Broadcom, Cl. A 97,328 3,356,843
CA 90,528 2,064,944
Cisco Systems 1,286,473 a 34,631,853
Citrix Systems 40,867 a 1,920,749
Cognizant Technology Solutions, Cl. A 66,826 a 3,420,155
Computer Sciences 34,012 a 1,781,889
Compuware 57,491 a 494,423
Corning 350,531 6,747,722
Dell 387,839 a 6,275,235
eBay 251,792 a 5,995,168
Electronic Arts 72,833 a 1,410,775
EMC 457,661 a 8,700,136
Fidelity National Information Services 70,317 b 1,848,634
Fiserv 34,756 a 1,775,684
FLIR Systems 34,357 a,b 1,050,981
Google, Cl. A 54,280 a 28,520,883
Harris 30,211 1,555,262
Hewlett-Packard 528,995 27,491,870
Intel 1,244,064 28,401,981

The Fund 17



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Information Technology (continued)    
International Business Machines 291,961 37,662,969
Intuit 72,447 a 2,619,684
Jabil Circuit 43,178 661,487
JDS Uniphase 47,239 a 613,635
Juniper Networks 120,065 a,b 3,411,047
KLA-Tencor 39,427 1,342,884
Lexmark International, Cl. A 17,828 a,b 660,527
Linear Technology 49,836 b 1,498,070
LSI 145,419 a 875,422
MasterCard, Cl. A 21,558 b 5,347,246
McAfee 34,607 a 1,202,593
MEMC Electronic Materials 51,500 a 667,955
Microchip Technology 41,893 b 1,223,695
Micron Technology 191,621 a,b 1,791,656
Microsoft 1,715,076 52,378,421
Molex 32,742 b 733,748
Monster Worldwide 29,152 a,b 508,119
Motorola 511,099 a 3,613,470
National Semiconductor 51,364 b 759,160
NetApp 77,208 a 2,676,801
Novell 81,887 a 459,386
Novellus Systems 23,752 a,b 622,302
NVIDIA 121,850 a,b 1,915,482
Oracle 878,894 22,710,621
Paychex 73,343 2,244,296
QLogic 26,076 a,b 505,092
QUALCOMM 376,165 14,572,632
Red Hat 42,941 a 1,282,648
SAIC 65,243 a 1,135,881
Salesforce.com 24,616 a,b 2,107,130
SanDisk 50,434 a 2,011,812
Symantec 182,785 a 3,065,304
Tellabs 86,839 788,498
Teradata 38,691 a 1,124,747
Teradyne 40,486 a,b 495,144
Texas Instruments 279,098 b 7,259,339

18



Common Stocks (continued) Shares Value ($)
Information Technology (continued)    
Total System Services 46,162 739,054
VeriSign 43,406 a,b 1,183,682
Visa, Cl. A 100,152 b 9,036,715
Western Digital 50,552 a 2,077,182
Western Union 155,959 2,846,252
Xerox 309,204 3,370,324
Xilinx 63,378 b 1,633,885
Yahoo! 268,602 a 4,439,991
    456,013,196
Materials—3.4%    
Air Products & Chemicals 47,847 3,673,692
Airgas 18,553 1,177,188
AK Steel Holding 26,128 b 437,644
Alcoa 228,515 3,071,241
Allegheny Technologies 21,867 b 1,169,228
Ball 21,679 1,153,540
Bemis 22,993 699,217
CF Industries Holdings 15,576 1,303,244
Cliffs Natural Resources 30,249 1,891,470
Dow Chemical 257,504 7,938,848
E.I. du Pont de Nemours & Co. 204,119 8,132,101
Eastman Chemical 16,491 b 1,103,578
Ecolab 53,301 b 2,603,221
FMC 15,590 992,148
Freeport-McMoRan Copper & Gold 96,563 b 7,293,403
International Flavors & Fragrances 17,726 887,895
International Paper 96,416 2,578,164
MeadWestvaco 38,277 1,039,986
Monsanto 122,754 7,740,867
Newmont Mining 111,487 6,252,191
Nucor 71,366 b 3,234,307
Owens-Illinois 37,819 a 1,340,305
Pactiv 30,232 a 768,195
PPG Industries 36,975 2,601,931
Praxair 69,098 5,788,339
Sealed Air 35,368 760,412

The Fund 19



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Materials (continued)    
Sigma-Aldrich 27,455 b 1,628,082
Titanium Metals 18,451 a,b 284,514
United States Steel 32,266 b 1,763,660
Vulcan Materials 27,522 b 1,576,460
Weyerhaeuser 47,698 2,362,005
    83,247,076
Telecommunication Services—2.7%    
American Tower, Cl. A 88,869 a 3,626,744
AT & T 1,328,401 34,618,130
CenturyTel 67,889 b 2,315,694
Frontier Communications 71,563 b 569,641
Metropcs Communications 57,458 a 438,405
Qwest Communications International 337,194 b 1,763,525
Sprint Nextel 643,278 a 2,733,932
Verizon Communications 637,050 18,404,375
Windstream 99,911 b 1,104,017
    65,574,463
Utilities—3.4%    
AES 150,492 a 1,736,677
Allegheny Energy 38,762 844,236
Ameren 51,597 1,339,458
American Electric Power 106,045 3,637,343
CenterPoint Energy 85,100 1,222,036
CMS Energy 52,199 b 848,756
Consolidated Edison 61,574 b 2,783,145
Constellation Energy Group 45,361 1,603,511
Dominion Resources 132,797 5,550,915
DTE Energy 36,682 1,766,972
Duke Energy 291,677 4,894,340
Edison International 73,568 2,528,532
Entergy 42,623 3,464,824
EQT 29,628 1,288,522
Exelon 149,560 6,519,320
FirstEnergy 68,900 2,609,243

20



Common Stocks (continued) Shares Value ($)
Utilities (continued)    
FPL Group 92,272 4,802,758
Integrys Energy 17,704 b 878,295
Nicor 10,490 b 456,420
NiSource 63,660 1,037,658
Northeast Utilities 39,202 1,089,424
NRG Energy 57,644 a 1,393,255
ONEOK 23,446 b 1,152,136
Pepco Holdings 49,078 821,566
PG & E 83,295 3,648,321
Pinnacle West Capital 23,286 869,499
PPL 84,534 2,093,062
Progress Energy 62,757 2,505,259
Public Service Enterprise Group 114,925 3,692,540
Questar 40,077 1,921,692
SCANA 25,029 987,895
Sempra Energy 55,618 2,735,293
Southern 184,007 6,359,282
TECO Energy 48,971 b 829,079
Wisconsin Energy 26,472 1,390,045
Xcel Energy 101,714 2,212,280
    83,513,589
Total Common Stocks    
(cost $1,737,895,520)   2,410,165,484
  Principal  
Short-Term Investments—.1% Amount ($) Value ($)
U.S. Treasury Bills;    
0.15%, 6/10/10    
(cost $1,424,761) 1,425,000 d 1,424,798
 
Other Investment—.6% Shares Value ($)
Registered Investment Company;    
Dreyfus Institutional Preferred    
Plus Money Market Fund    
(cost $13,728,000) 13,728,000 e 13,728,000

The Fund 21



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Investment of Cash Collateral    
for Securities Loaned—5.6% Shares Value ($)
Registered Investment Company;    
Dreyfus Institutional Cash    
Advantage Plus Fund    
(cost $135,301,393) 135,301,393 e 135,301,393
 
Total Investments (cost $1,888,349,674) 105.6% 2,560,619,675
Liabilities, Less Cash and Receivables (5.6%) (135,077,993)
Net Assets 100.0% 2,425,541,682

a     

Non-income producing security.

b     

Security, or portion thereof, on loan.At April 30, 2010, the total market value of the fund’s securities on loan is $142,195,097 and the total market value of the collateral held by the fund is $148,878,896, consisting of cash collateral of $135,301,393 and U.S. Government and Agency securities valued at $13,577,503.

c     

Investment in real estate investment trust.

d     

Held by a broker as collateral for open financial futures positions.

e     

Investment in affiliated money market mutual fund.

Portfolio Summary (Unaudited)    
 
  Value (%)   Value (%)
Information Technology 18.8 Short-Term/  
Financial 16.3 Money Market Investments 6.3
Health Care 11.5 Materials 3.4
Energy 11.1 Utilities 3.4
Consumer Staples 10.9 Telecommunication Services 2.7
Industrial 10.7    
Consumer Discretionary 10.5   105.6
 
† Based on net assets.      
See notes to financial statements.      

22



STATEMENT OF FINANCIAL FUTURES

April 30, 2010 (Unaudited)

    Market Value   Unrealized
    Covered by   Appreciation
  Contracts Contracts ($) Expiration at 4/30/2010 ($)
Financial Futures Long        
Standard & Poor’s 500 E-mini 270 15,975,900 June 2010 35,820
 
See notes to financial statements.        

The Fund 23



STATEMENT OF ASSETS AND LIABILITIES

April 30, 2010 (Unaudited)

  Cost Value
Assets ($):    
Investments in securities—See Statement of    
Investments (including securities on loan,    
valued at $142,195,097)—Note 1(b):    
Unaffiliated issuers 1,739,320,281 2,411,590,282
Affiliated issuers 149,029,393 149,029,393
Cash   1,909,882
Dividends and interest receivable   2,437,744
Receivable for shares of Common Stock subscribed   2,030,793
    2,566,998,094
Liabilities ($):    
Due to The Dreyfus Corporation and affiliates—Note 3(b)   1,005,776
Liability for securities on loan—Note 1(b)   135,301,393
Payable for shares of Common Stock redeemed   3,495,788
Payable for investment securities purchased   1,335,454
Payable for futures variation margin—Note 4   318,001
    141,456,412
Net Assets ($)   2,425,541,682
Composition of Net Assets ($):    
Paid-in capital   1,758,831,436
Accumulated undistributed investment income—net   7,754,276
Accumulated net realized gain (loss) on investments   (13,349,851)
Accumulated net unrealized appreciation (depreciation)    
on investments (including $35,820 net unrealized    
appreciation on financial futures)   672,305,821
Net Assets ($)   2,425,541,682
Shares Outstanding    
(200 million shares of $.001 par value Common Stock authorized)   72,499,714
Net Asset Value, offering and redemption price per share ($)   33.46
 
See notes to financial statements.    

24



STATEMENT OF OPERATIONS

Six Months Ended April 30, 2010 (Unaudited)

Investment Income ($):  
Income:  
Cash dividends:  
Unaffiliated issuers 23,152,891
Affiliated issuers 14,258
Income from securities lending—Note 1(b) 96,515
Interest 1,958
Total Income 23,265,622
Expenses:  
Management fee—Note 3(a) 2,918,371
Shareholder servicing costs—Note 3(b) 2,918,371
Directors’ fees—Note 3(a) 76,625
Loan commitment fees—Note 2 27,205
Total Expenses 5,940,572
Less—Directors’ fees reimbursed by the Manager—Note 3(a) (76,625)
Net Expenses 5,863,947
Investment Income—Net 17,401,675
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):  
Net realized gain (loss) on investments 87,792,707
Net realized gain (loss) on financial futures 3,092,110
Net Realized Gain (Loss) 90,884,817
Net unrealized appreciation (depreciation) on investments 226,241,397
Net unrealized appreication (depreciation) on financial futures 329,189
Net Unrealized Appreication (Depreciation) 226,570,586
Net Realized and Unrealized Gain (Loss) on Investments 317,455,403
Net Increase in Net Assets Resulting from Operations 334,857,078
 
See notes to financial statements.  

The Fund 25



STATEMENT OF CHANGES IN NET ASSETS

  Six Months Ended  
  April 30, 2010 Year Ended
  (Unaudited) October 31, 2009
Operations ($):    
Investment income—net 17,401,675 40,962,342
Net realized gain (loss) on investments 90,884,817 4,165,418
Net unrealized appreciation    
(depreciation) on investments 226,570,586 150,873,785
Net Increase (Decrease) in Net Assets    
Resulting from Operations 334,857,078 196,001,545
Dividends to Shareholders from ($):    
Investment income—net (38,533,901) (50,992,476)
Capital Stock Transactions ($):    
Net proceeds from shares sold 253,055,298 540,506,562
Dividends reinvested 37,789,348 49,807,203
Cost of shares redeemed (400,511,063) (586,615,451)
Increase (Decrease) in Net Assets    
from Capital Stock Transactions (109,666,417) 3,698,314
Total Increase (Decrease) in Net Assets 186,656,760 148,707,383
Net Assets ($):    
Beginning of Period 2,238,884,922 2,090,177,539
End of Period 2,425,541,682 2,238,884,922
Undistributed investment income—net 7,754,276 28,886,502
Capital Share Transactions (Shares):    
Shares sold 7,932,153 21,472,196
Shares issued for dividends reinvested 1,196,247 2,051,372
Shares redeemed (12,660,912) (23,057,764)
Net Increase (Decrease) in Shares Outstanding (3,532,512) 465,804
 
See notes to financial statements.    

26



FINANCIAL HIGHLIGHTS

The following table describes the performance for the fiscal periods indicated. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures have been derived from the fund’s financial statements.

  Six Months Ended          
  April 30, 2010   Year Ended October 31,  
    (Unaudited) 2009 2008 2007 2006 2005
Per Share Data ($):            
Net asset value,              
beginning of period 29.45 27.66 44.18 40.57 35.50 33.30
Investment Operations:            
Investment income—neta .23 .53 .66 .61 .54 .56
Net realized and              
unrealized gain              
(loss) on investments 4.29 1.93 (16.51) 4.90 5.01 2.16
Total from              
Investment Operations 4.52 2.46 (15.85) 5.51 5.55 2.72
Distributions:              
Dividends from              
investment income—net (.51) (.67) (.67) (.56) (.48) (.52)
Dividends from net realized          
gain on investments (1.34)
Total Distributions   (.51) (.67) (.67) (1.90) (.48) (.52)
Net asset value,              
end of period   33.46 29.45 27.66 44.18 40.57 35.50
Total Return (%)   15.46b 9.42 (36.38) 14.05 15.79 8.20
Ratios/Supplemental            
Data (%):              
Ratio of total expenses            
to average net assets .51c .51 .51 .51 .50 .50
Ratio of net expenses            
to average net assets .50c .50 .50 .50 .50 .50
Ratio of net investment            
income to average            
net assets   1.49c 2.06 1.77 1.47 1.45 1.60
Portfolio Turnover Rate 3.66b 4.36 4.95 4.71 5.04 7.24
Net Assets,              
end of period              
($ x 1,000) 2,425,542 2,238,885 2,090,178 3,735,372 3,656,990 3,310,961

a     

Based on average shares outstanding at each month end.

b     

Not annualized.

c     

Annualized.

See notes to financial statements.

The Fund 27



NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1—Significant Accounting Policies:

Dreyfus S&P 500 Index Fund (the “fund”) is a separate non-diversified series of Dreyfus Index Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering three series, including the fund.The fund’s investment objective is to match the performance of the Standard & Poor’s 500 Composite Stock Price Index.The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Manager, is the distributor of the fund’s shares, which are sold to the public without a sales charge.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities.Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates.

The Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the

28



National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value.When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board of Directors. Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and futures contracts. For other securities that are fair valued by the Board of Directors, certain factors may be considered such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. Financial futures are valued at the last sales price.

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The Fund 29



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of April 30, 2010 in valuing the fund’s investments:

    Level 2—Other Level 3—  
  Level 1— Significant Significant  
  Unadjusted Observable Unobservable  
  Quoted Prices Inputs Inputs Total
Assets ($)        
Investments in Securities:      
Equity Securities—        
Domestic 2,410,165,484 2,410,165,484
U.S. Treasury 1,424,798 1,424,798
Mutual Funds 149,029,393 149,029,393
Other Financial        
Instruments†† 35,820 35,820

See Statement of Investments for industry classification.
†† Other financial instruments include derivative instruments, such as futures, forward foreign currency
  exchange contracts, swap contracts and options contracts.Amounts shown represent unrealized
  appreciation (depreciation), or in the case of options, market value at period end.

30



In January 2010, FASB issued Accounting Standards Update ("ASU") No. 2010-06 “Improving Disclosures about Fair Value Measurements". ASU 2010-06 will require reporting entities to make new disclosures about amounts and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements as well as inputs and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3, and information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of activity in Level 3 fair value measurements. The new and revised disclosures are required to be implemented for fiscal years beginning after December 15, 2009 except for the disclosures surrounding purchases,sales,issuances and settlements on a gross basis in the reconciliation of Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. Management is currently evaluating the impact the adoption of ASU No. 2010-06 may have on the fund’s financial statement disclosures.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Manager, U.S. Government and Agency securities or letters of credit.The fund is entitled to receive all

The Fund 31



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund bears the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner. During the period ended April 30, 2010, The Bank of New York Mellon earned $41,364 from lending portfolio securities, pursuant to the securities lending agreement.

(c) Affiliated issuers: Investments in other investment companies advised by the Manager are defined as “affiliated” in the Act.

(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended April 30, 2010, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties.

Each of the tax years in the three-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service and state taxing authorities.

32



The fund has an unused capital loss carryover of $49,545,241 available for federal income tax purposes to be applied against future net securities profits, if any, realized subsequent to October 31, 2009. If not applied, $9,724,313 of the carryover expires in fiscal 2015, $39,787,647 expires in fiscal 2016 and $33,281 expires in fiscal 2017.

The tax character of distributions paid to shareholders during the fiscal year ended October 31, 2009 was as follows: ordinary income $50,992,476. The tax character of current year distributions will be determined at the end of the current fiscal year.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $225 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended April 30, 2010, the fund did not borrow under the Facilities.

NOTE 3—Management Fee and Other Transactions With Affiliates:

(a) Pursuant to a management agreement (“Agreement”) with the Manager, the management fee is computed at the annual rate of .25% of the value of the fund’s average daily net assets and is payable monthly. Under the terms of the Agreement, the Manager has agreed to pay all the expenses of the fund, except management fees, brokerage fees and commissions, taxes, interest fees, commitment fees, Shareholder Services Plan fees, fees and expenses of non-interested Board members (including counsel fees) and extraordinary expenses. In addition, the Manager

The Fund 33



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

is required to reduce its fee in an amount equal to the fund’s allocable portion of the accrued fees and expenses of the non-interested Board members (including counsel fees). Each Board member also serves as a Board member of other funds within the Dreyfus complex (collectively, the “Fund Group”). Currently, the Company and 10 other funds (comprised of 33 portfolios) in the Dreyfus Family of Funds pay each Board member their respective allocated portion of an annual retainer of $85,000 and an attendance fee of $10,000 for each regularly scheduled Board meeting, an attendance fee of $2,000 for each separate in-person committee meeting that is not held in conjunction with a regularly scheduled Board meeting and an attendance fee of $1,000 for each Board meeting and separate committee meeting that is conducted by telephone. The Chairman of the Board receives an additional 25% of such compensation and the Audit Committee Chairman receives an additional $15,000 per annum. The Company also reimburses each Board member for travel and out-of-pocket expenses in connection with attending Board or committee meetings. Subject to the Company’s Emeritus Program Guidelines, Emeritus Board members, if any, receive 50% of the Company’s annual retainer fee and per meeting fee paid at the time the Board member achieves emeritus status.

(b) Under the Shareholder Services Plan, the fund pays the Distributor for the provision of certain services, at the annual rate of .25% of the value of the fund’s average daily net assets.The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (a securities dealer, financial institution or other industry professional) in respect of these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended April 30, 2010, the fund was charged $2,918,371 pursuant to the Shareholder Services Plan.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $502,888 and shareholder services plan fees $502,888.

34



NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and financial futures, during the period ended April 30, 2010, amounted to $83,923,803 and $182,721,645, respectively.

The fund may invest in shares of certain affiliated investment companies also advised or managed by the adviser. Investments in affiliated investment companies for the period ended April 30, 2010 were as follows:

Affiliated          
Investment Value     Value     Net   
Company 10/31/2009 ($) Purchases ($) Sales ($) 4/30/2010 ($)    Assets (%) 
Dreyfus          
Institutional          
Preferred Plus          
Money Market          
Fund 38,872,000 193,959,000 219,103,000 13,728,000 .6
Dreyfus          
Institutional          
Cash          
Advantage          
Plus Fund 131,454,189 1,231,077,393 1,227,230,189 135,301,393 5.6
Total 170,326,189 1,425,036,393  1,446,333,189  149,029,393 6.2

The provisions of ASC Topic 815 “Derivatives and Hedging” require qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The disclosure requirements distinguish between derivatives, which are accounted for as “hedges” and those that do not qualify for hedge accounting. Because investment companies value their derivatives at fair value and recognize changes in fair value through the Statement of Operations, they do not qualify for such accounting. Accordingly, even though a fund’s investments in derivatives may represent economic hedges, they are considered to be non-hedge transactions for purposes of this disclosure.

Futures Contracts: In the normal course of pursuing its investment objective, the fund is exposed to market risk, including equity price risk

The Fund 35



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

as a result of changes in value of underlying financial instruments.The fund invests in financial futures contracts in order to manage its exposure to or protect against changes in the market. A futures contract represents a commitment for the future purchase or a sale of an asset at a specified date. Upon entering into such contracts, these investments require initial margin deposits with a broker, which consist of cash or cash equivalents. The amount of these deposits is determined by the exchange or Board of Trade on which the contract is traded and is subject to change. Accordingly, variation margin payments are received or made to reflect daily unrealized gains or losses which are recorded in the Statement of Operations. Futures contracts are valued daily at the last sales price established by the Board of Trade or exchange upon which they are traded. When the contracts are closed, the fund recognizes a realized gain or loss. There is minimal counterparty credit risk to the fund with futures, since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Contracts open at April 30, 2010 are set forth in the Statement of Financial Futures.

At April 30, 2010, accumulated net unrealized appreciation on investments was $672,270,001, consisting of $915,476,631 gross unrealized appreciation and $243,206,630 gross unrealized depreciation.

At April 30, 2010, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

NOTE 5—Subsequent Events Evaluation:

Dreyfus has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.

36



INFORMATION ABOUT THE REVIEW AND APPROVAL
OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Directors held on March 2, 2010, the Board unanimously approved the continuation of the fund’s Management Agreement with Dreyfus for a one-year term ending March 30, 2011. The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus. In approving the continuance of the Management Agreement, the Board members considered all factors that they believed to be relevant, including, among other things, the factors discussed below. In evaluating the Management Agreement, the Board members relied on their knowledge, gained through their meetings and other interactions with Dreyfus, its affiliates, the fund, and the services provided to the fund.The Board also relied on materials regularly received throughout the year relating to the investment management and other services provided under the Management Agreement, including (a) information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; (b) general investment outlooks in the markets in which the fund invests; (c) compliance reports; and (d) fund expenses.

Analysis of Nature, Extent and Quality of Services Provided to the Fund. The Board members received a presentation from representatives of Dreyfus regarding services provided to the fund and other funds in the Dreyfus fund complex, and discussed the nature, extent and quality of the services provided to the fund pursuant to its Management Agreement. Dreyfus’ representatives reviewed the fund’s distribution of accounts and the relationships Dreyfus has with various intermediaries and the different needs of each. Dreyfus’ representatives noted the various distribution channels for the fund as well as the diverse methods of distribution among other funds in the Dreyfus fund complex, and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each distribution channel, including those of the fund. Dreyfus also provided the number of accounts investing in the fund, as well as the fund’s asset size.

The Fund 37



INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE
FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued)

The Board members also considered Dreyfus’ research and portfolio management capabilities and Dreyfus’ oversight of day-to-day fund operations, including fund accounting, administration, and assistance in meeting legal and regulatory requirements. The Board members also considered Dreyfus’ extensive administrative, accounting and compliance infrastructure.The Board also considered Dreyfus’ brokerage policies and practices and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board members reviewed the fund’s performance and comparisons to a group of retail no-load S&P 500 Index funds (the “Performance Group”) and to a larger universe of funds, consisting of all retail and institutional S&P 500 Index funds (the “Performance Universe”) selected and provided by Lipper, Inc. (“Lipper”), an independent provider of investment company data.The Board was provided with a description of the methodology Lipper used to select the Performance Group and Performance Universe, as well as the Expense Group and Expense Universe (discussed below). The Board members discussed the results of the comparisons and noted the fund’s average annual total return was slightly below the median of its Performance Group and Performance Universe for the one- and two-year periods ended December 31, 2009. The Board considered the narrow range of returns of funds included in the Performance Group, and observed that the difference between the highest and lowest returns was only 43 basis points. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

The Board members also discussed the fund’s contractual and actual management fee and expense ratio and reviewed the range of management fees and expense ratios as compared to the same group of funds included in the Performance Group (the “Expense Group”) and a broader group of funds (the “Expense Universe”), each selected and provided by Lipper.The fund’s actual management fee was higher than the Expense Group and Expense Universe medians, and the fund’s

38



expense ratio was higher than the Expense Group and Expense Universe medians. Management noted that, pursuant to the fund’s Management Agreement, Dreyfus pays all of the fund’s expenses, except management fees, shareholder services fees, and certain other expenses, including the fees and expenses of the independent Board members and their counsel. Additionally, Dreyfus voluntarily has agreed to reduce its management fee in an amount equal to the fees and expenses of the independent Board members and their counsel.

Representatives of Dreyfus reviewed with the Board members the fees paid to Dreyfus or its affiliates by a mutual fund and separate accounts with similar investment objectives, policies and strategies as the fund (the “Similar Accounts”), and explained the nature of the Similar Accounts and the differences, from Dreyfus’ perspective, as applicable, in providing services to the Similar Accounts as compared to the fund. The Board members considered the relevance of the fee information provided for the Similar Accounts to evaluate the appropriateness and reasonableness of the fund’s management fees. Representatives of Dreyfus noted that mutual fund shares can be sold through different types of distribution channels, including retail direct, intermediary and separate accounts, and that this fund is sold primarily through the intermediary channel in which the intermediaries are paid for their services through a Rule 12b-1 fee and/or revenue sharing payments. The Board reviewed differences in fees paid to Dreyfus and discussed the relationship of the advisory fees and other fees paid in light of the services provided. The Board acknowledged that differences in fees paid by the Similar Accounts and the fund seemed to be consistent with the services provided, which were described in detail in materials previously provided to the Board.

Analysis of Profitability and Economies of Scale. Dreyfus’ representatives reviewed the dollar amount of expenses allocated and profit received by Dreyfus and the method used to determine such expenses and profit.The Board previously had been provided with information

The Fund 39



INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE
FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued)

prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus mutual fund complex. The Board also was informed that the methodology had also been reviewed by an independent registered public accounting firm which, like the consultant, found the methodology to be reasonable. The consulting firm also analyzed where any economies of scale might emerge in connection with the management of the fund. The Board members evaluated the profitability analysis in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund investors.The Board members also considered potential benefits to Dreyfus from acting as investment adviser and noted there were no soft dollar arrangements with respect to trading the fund’s investments.

The Board then considered Dreyfus’ profitability with respect to the fund as part of their evaluation of whether the fees under the Management Agreement bear a reasonable relationship to the mix of services provided by Dreyfus, including the nature, extent and quality of such services and that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been static or decreasing, the possibility that Dreyfus may have realized any economies of scale would be less. It also was noted that Dreyfus received no profit for managing the fund during the year. The Board also considered the fee waiver and expense reimbursement arrangements in place for the fund and their effect on Dreyfus’ profitability.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to continuation of the fund’s Management

40



Agreement. Based on the discussions and considerations as described above, the Board made the following conclusions and determinations.

  • The Board concluded that the nature, extent and quality of the services provided by Dreyfus are adequate and appropriate.

  • The Board was generally satisfied with the fund’s relative performance.

  • The Board concluded that the fee paid by the fund to Dreyfus was reasonable in light of the considerations described above.

  • The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the manage- ment of the fund had been adequately considered by Dreyfus in connection with the management fee rate charged to the fund and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

The Board members considered these conclusions and determinations, along with information received on a routine and regular basis throughout the year, and, without any one factor being dispositive, the Board determined that continuation of the fund’s Management Agreement was in the best interests of the fund and its shareholders.

The Fund 41









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The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value



 

Contents

 

THE FUND

2     

A Letter from the Chairman and CEO

3     

Discussion of Fund Performance

6     

Understanding Your Fund’s Expenses

6     

Comparing Your Fund’s Expenses With Those of Other Funds

7     

Statement of Investments

26     

Statement of Financial Futures

27     

Statement of Assets and Liabilities

28     

Statement of Operations

29     

Statement of Changes in Net Assets

30     

Financial Highlights

31     

Notes to Financial Statements

41     

Information About the Review and Approval of the Fund’s Management Agreement

 

FOR MORE INFORMATION

 

Back Cover



The Fund

Dreyfus
Smallcap Stock Index Fund


A LETTER FROM THE CHAIRMAN AND CEO

Dear Shareholder:

We are pleased to present this semiannual report for Dreyfus Smallcap Stock Index Fund, covering the six-month period from November 1, 2009, through April 30, 2010.

Psychology plays a very important role in how investors — especially retail investors — perceive the markets and make asset allocation decisions. Unlike in an ideal world populated by the purely rational investor who would seek out investments that deliver the best risk/ return characteristics, the everyday investor is generally influenced by emotions. Currently, investor emotions appear to be deeply divided, with a large amount of investors still seeking low risk investments (such as cash instruments) and others seeking high risk investments (such as smaller-cap and emerging market securities), while the investment classes in the middle of the risk spectrum have seemingly been ignored.

It is important to note that the investor sentiment cycle usually lags the economic cycle.That’s why we continue to stress the importance of a long-term, well-balanced asset allocation strategy that can help cushion the volatility produced by the emotional swings of the financial markets. If you have not revisited your investment portfolio in the past year, we urge you to speak with your financial advisor about positioning your portfolio to take advantage of long-term market fundamentals rather than lie susceptible to short-term emotions.

For information about how the fund performed during the reporting period, as well as general market perspectives, we have provided a Discussion of Fund Performance.

Thank you for your continued confidence and support.


Jonathan R. Baum
Chairman and Chief Executive Officer
The Dreyfus Corporation
May 17, 2010

2




DISCUSSION OF FUND PERFORMANCE

For the period of November 1, 2009, through April 30, 2010, as provided by Thomas Durante, CFA, Portfolio Manager

Fund and Market Performance Overview

For the six-month period ended April 30, 2010, Dreyfus Smallcap Stock Index Fund produced a total return of 27.96%.1 In comparison, the Standard & Poor’s SmallCap 600 Index (the “S&P 600 Index”), the fund’s benchmark, produced a 28.14% return for the same period.2,3

Small-cap stocks generally rallied during the reporting period, as investor sentiment was buoyed by sustained economic recovery. In addition, small-cap stocks posted higher returns, on average, than mid-and large-cap stocks.The difference in returns between the fund and its benchmark was primarily due to transaction costs and fund operating expenses that are not reflected in the benchmark’s return.

The Fund’s Investment Approach

The fund seeks to match the total return of the S&P 600 Index by generally investing in a representative sample of the stocks listed in the S&P 600 Index. The S&P 600 Index is composed of 600 domestic stocks across 10 economic sectors. Each stock is weighted by its market capitalization; that is, larger companies have greater representation in the S&P 600 Index than smaller ones.The fund may also use stock index futures as a substitute for the sale or purchase of stocks.

Economic Recovery Helped Buoy the Equity Markets

When the reporting period began, the U.S. economy had returned to growth, aided in large part by a number of fiscal and monetary stimulus programs. As the recovery gained traction, improving manufacturing activity and an apparent bottoming of housing prices helped to bolster confidence among businesses, consumers and investors. In this environment, consumer and corporate spending improved, and stock and commodity prices rose sharply. However, a number of economic headwinds remained—including stubbornly high unemployment and

The Fund 3



DISCUSSION OF FUND PERFORMANCE (continued)

foreclosure rates—and the economic rebound so far has proved to be less robust than most previous recoveries.

Indeed, faced with the subpar recovery and low inflation, the Federal Reserve Board (the“Fed”) made it clear throughout the reporting period that it would continue to employ all available tools to stimulate the economy. In each of five meetings of its Federal Open Market Committee from November 2009 through April 2010, the Fed maintained the overnight federal funds rate in an unprecedented low range between 0% and 0.25%. The Fed consistently reiterated at the conclusion of those meetings that it intended to keep interest rates low for an “extended period.”

S&P 600 Index Posted Gains in All Market Sectors

All of the market sectors represented in the S&P 600 Index posted gains for the reporting period. Relative performance was particularly strong in the consumer discretionary sector, where specialty retailers, farming equipment suppliers, office supply stores and department stores rebounded from previously beaten-down levels. Many of these companies also benefited from cost-cutting measures implemented during the recession. A number of textile, apparel and luxury goods companies also advanced due to improved consumer spending, as did casual dining chains.

Financial stocks generated especially robust returns when mending credit markets and low interest rates helped regional banks and other small-cap financial institutions rebound from their previous lows. Real estate investment trusts (REITs) benefited from the combination of a reduction in supply and a less restrictive lending environment.The most robust gains among REITs were produced by those specializing in the apartment, self storage and industrial segments. Commercial banks, thrifts and mortgage finance companies also fared well when housing markets began to stabilize.

A significant portion of the reporting period’s gains in the technology sector can be attributed to semiconductor equipment producers and software developers that cut costs by halting production early in the

4



downturn, selling off unsold inventories at reduced prices and waiting for demand to return before restocking. Electronic equipment makers also fared well, largely in anticipation of future growth.

Returns were less impressive from the telecommunications services, consumer staples and utilities areas. All three sectors traditionally are considered defensive investments, and they comprise a relatively small portion of the benchmark. Indeed, the S&P 600 Index’s greater laggards included a number of traditionally defensive companies with ample cash reserves that had held up relatively well during the recession. Investors felt more comfortable assuming greater risks as the economy recovered, and they turned away from defensive companies in favor of more speculative stocks.

Index Investing Offers Diversification Benefits

As an index portfolio, our strategy is to attempt to replicate the returns of the S&P 600 Index by investing in a representative sample of the small-cap stocks listed in the S&P 600 Index. The fund offers a diversified investment vehicle that can help investors manage the risks of investing in small-cap stocks by limiting the impact on the overall portfolio of unexpected losses in any single industry group or holding.

May 17, 2010

Equity funds are subject generally to market, market sector, market liquidity, issuer and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus. Stocks of small-cap companies often experience sharper price fluctuations than stocks of larger-cap companies.

1     

Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost.

2     

SOURCE: LIPPER INC. — Reflects the reinvestment of dividends and, where applicable, capital gain distributions.The Standard & Poor’s SmallCap 600 Index is a broad-based index and a widely accepted, unmanaged index of overall small-cap stock market performance. Investors cannot invest directly in any index.

3     

Standard & Poor’s®,”“S&P®,” and “Standard & Poor’s SmallCap 600 Index” are trademarks of The McGraw-Hill Companies, Inc., and have been licensed for use by the fund.The fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the fund.

The Fund 5



UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Smallcap Stock Index Fund from November 1, 2009 to April 30, 2010. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment
assuming actual returns for the six months ended April 30, 2010

Expenses paid per $1,000 $ 2.83
Ending value (after expenses) $1,279.60

COMPARING YOUR FUND’S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment
assuming a hypothetical 5% annualized return for the six months ended April 30, 2010

Expenses paid per $1,000 $ 2.51
Ending value (after expenses) $1,022.32

Expenses are equal to the fund’s annualized expense ratio of .50%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

6



STATEMENT OF INVESTMENTS

April 30, 2010 (Unaudited)

Common Stocks—98.5% Shares Value ($)
Consumer Discretionary—16.7%    
American Public Education 36,549 a 1,547,850
Arbitron 57,054 b 1,757,834
Arctic Cat 27,687 a 408,383
Audiovox, Cl. A 46,242 a 430,513
Big 5 Sporting Goods 46,114 781,632
Biglari Holdings 2,550 a 997,687
BJ’s Restaurants 37,946 a,b 915,637
Blue Nile 28,687 a,b 1,548,811
Blyth 15,978 920,972
Brown Shoe 95,487 1,795,156
Brunswick 190,012 3,971,251
Buckle 52,078 b 1,884,182
Buffalo Wild Wings 38,432 a,b 1,588,779
Cabela’s 86,888 a,b 1,577,886
California Pizza Kitchen 57,195 a 1,172,497
Callaway Golf 104,522 b 981,462
Capella Education 29,696 a,b 2,691,052
Carter’s 127,018 a 4,092,520
Cato, Cl. A 75,236 1,786,855
CEC Entertainment 52,756 a 2,060,122
Children’s Place Retail Stores 62,914 a 2,882,719
Christopher & Banks 58,089 b 568,691
CKE Restaurants 133,693 1,649,772
Coinstar 71,325 a,b 3,163,977
Cracker Barrel Old Country Store 50,436 2,490,025
Crocs 212,087 a,b 2,048,760
Deckers Outdoor 30,477 a 4,284,457
DineEquity 30,237 a,b 1,243,648
Dolan Media 69,648 a 828,115
Drew Industries 47,973 a 1,230,507
E.W. Scripps, Cl. A 65,733 a,b 719,119
Ethan Allen Interiors 42,333 b 855,127
Finish Line, Cl. A 134,015 2,158,982
Fred’s, Cl. A 90,344 b 1,254,878
Genesco 49,270 a 1,640,198

The Fund 7



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Consumer Discretionary (continued)    
Group 1 Automotive 55,563 a,b 1,725,231
Gymboree 69,017 a 3,390,805
Haverty Furniture 47,647 b 776,646
Helen of Troy 70,905 a 1,915,144
Hibbett Sports 61,292 a,b 1,685,530
Hillenbrand 125,601 3,087,273
Hot Topic 100,703 769,371
HSN 90,364 a,b 2,722,667
Iconix Brand Group 148,034 a 2,555,067
Interval Leisure Group 81,559 a 1,206,258
Jack in the Box 127,350 a,b 2,995,272
JAKKS Pacific 61,081 a,b 933,928
Jo-Ann Stores 66,584 a,b 2,937,686
JOS. A. Bank Clothiers 42,007 a 2,556,546
K-Swiss, Cl. A 38,118 a,b 474,188
Kid Brands 33,442 a 333,417
La-Z-Boy 124,824 a,b 1,627,705
Landry’s Restaurants 11,895 a,b 274,656
Lithia Motors, Cl. A 49,979 a,b 398,832
Live Nation 303,114 a 4,755,859
Liz Claiborne 205,603 a,b 1,796,970
Lumber Liquidators Holdings 25,435 a,b 774,750
M/I Homes 57,928 a 903,677
Maidenform Brands 44,152 a 1,007,549
Marcus 43,059 553,308
MarineMax 20,031 a 223,346
Men’s Wearhouse 115,444 b 2,727,942
Meritage Homes 76,574 a 1,820,930
Midas 23,051 a 265,317
Monarch Casino & Resort 17,578 a 204,256
Monro Muffler Brake 43,213 b 1,549,618
Movado Group 10,392 a 128,965
Multimedia Games 70,008 a,b 319,937
National Presto Industries 9,446 1,057,669
Nautilus 49,889 a 170,620
NutriSystem 64,152 b 1,240,058

8



Common Stocks (continued) Shares Value ($)
Consumer Discretionary (continued)    
O’Charleys 49,617 a 473,842
OfficeMax 165,423 a 3,143,037
Oxford Industries 35,584 768,259
P.F. Chang’s China Bistro 54,467 a,b 2,376,940
Papa John’s International 54,621 a 1,496,615
Peet’s Coffee & Tea 22,029 a,b 872,789
PEP Boys-Manny Moe & Jack 102,221 b 1,280,829
Perry Ellis International 24,744 a 597,073
PetMed Express 52,768 b 1,168,284
Pinnacle Entertainment 104,544 a 1,414,480
Polaris Industries 73,880 4,371,480
Pool 102,123 b 2,505,077
Pre-Paid Legal Services 16,876 a,b 750,476
Quiksilver 262,642 a 1,399,882
RC2 62,487 a 1,147,886
Red Robin Gourmet Burgers 36,358 a 887,499
Ruby Tuesday 143,587 a 1,606,739
Ruth’s Hospitality Group 41,212 a,b 223,781
Shuffle Master 128,271 a 1,231,402
Skechers USA, Cl. A 74,096 a 2,841,582
Sonic 127,736 a,b 1,495,789
Sonic Automotive, Cl. A 93,072 a,b 994,009
Spartan Motors 80,057 493,952
Stage Stores 92,094 1,404,434
Standard Motor Products 58,876 627,618
Standard-Pacific 276,504 a,b 1,772,391
Stein Mart 59,288 a 562,050
Sturm Ruger & Co. 66,825 b 1,115,309
Superior Industries International 59,393 b 1,001,366
Texas Roadhouse 126,744 a,b 1,873,276
Tractor Supply 76,596 b 5,144,953
True Religion Apparel 56,455 a,b 1,764,219
Tuesday Morning 87,589 a 494,878
UniFirst 35,481 1,733,956
Universal Electronics 30,673 a 650,881
Universal Technical Institute 54,556 a,b 1,307,162

The Fund 9



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Consumer Discretionary (continued)    
Volcom 35,549 a,b 847,488
Winnebago Industries 52,708 a,b 876,534
Wolverine World Wide 111,403 3,410,046
Zale 33,242 a,b 108,369
Zumiez 37,806 a,b 701,679
    170,735,360
Consumer Staples—3.2%    
Alliance One International 207,615 a,b 1,056,760
Andersons 45,068 1,628,758
Boston Beer, Cl. A 24,614 a 1,403,244
Cal-Maine Foods 18,559 b 619,499
Calavo Growers 25,423 b 440,835
Casey’s General Stores 117,281 4,530,565
Central Garden & Pet, Cl. A 164,897 a 1,703,386
Darling International 189,725 a 1,800,490
Diamond Foods 52,153 b 2,227,455
Great Atlantic & Pacific Tea 54,737 a,b 440,633
Hain Celestial Group 83,093 a 1,643,580
J & J Snack Foods 32,700 1,523,493
Lance 65,731 1,523,645
Mannatech 14,606 b 56,379
Nash Finch 28,940 1,013,479
Sanderson Farms 46,688 b 2,645,809
Spartan Stores 55,528 837,918
TreeHouse Foods 76,639 a,b 3,241,063
United Natural Foods 94,580 a,b 2,902,660
WD-40 35,334 1,244,817
    32,484,468
Energy—5.0%    
Basic Energy Services 45,047 a,b 459,930
Bristow Group 79,427 a 3,074,619
CARBO Ceramics 37,578 b 2,752,588
Dril-Quip 61,573 a 3,566,924
Gulf Island Fabrication 30,108 721,689
Holly 88,486 b 2,389,122
Hornbeck Offshore Services 55,801 a 1,365,450

10



Common Stocks (continued) Shares Value ($)
Energy (continued)    
ION Geophysical 280,682 a 1,686,899
Lufkin Industries 31,999 b 2,724,075
Matrix Service 61,606 a 654,872
Oil States International 112,543 a 5,436,952
Penn Virginia 102,511 b 2,615,056
Petroleum Development 44,962 a 1,052,560
PetroQuest Energy 143,040 a,b 845,366
Pioneer Drilling 134,587 a 987,869
SEACOR Holdings 45,199 a 3,804,400
Seahawk Drilling 26,370 a 439,324
St. Mary Land & Exploration 134,930 5,429,583
Stone Energy 111,637 a,b 1,819,683
Superior Well Services 23,817 a,b 345,347
Swift Energy 79,276 a,b 2,868,206
Tetra Technologies 178,781 a 2,197,218
World Fuel Services 136,508 b 3,880,922
    51,118,654
Financial—18.3%    
Acadia Realty Trust 82,957 b,c 1,582,820
American Physicians Capital 21,881 731,701
Amerisafe 38,602 a 660,094
Bank Mutual 67,216 478,578
Bank of the Ozarks 26,441 b 1,017,185
BioMed Realty Trust 237,779 c 4,401,289
Boston Private Financial Holdings 178,061 1,412,024
Brookline Bancorp 152,705 1,678,228
Cash America International 69,765 b 2,585,491
Cedar Shopping Centers 97,590 c 776,816
City Holding 34,277 b 1,201,066
Colonial Properties Trust 134,249 c 2,117,107
Columbia Banking System 75,503 1,697,307
Community Bank System 86,657 b 2,137,828
Delphi Financial Group, Cl. A 109,155 3,001,762
DiamondRock Hospitality 265,904 a,b 2,922,285
Dime Community Bancshares 55,897 712,687
East West Bancorp 221,751 4,344,102

The Fund 11



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Financial (continued)    
EastGroup Properties 54,992 b,c 2,248,073
eHealth 55,881 a,b 766,129
Employers Holdings 92,284 1,520,840
Entertainment Properties Trust 90,910 b,c 3,974,585
Extra Space Storage 175,997 b,c 2,643,475
EZCORP, Cl. A 108,865 a 2,254,594
First BanCorp/Puerto Rico 164,517 b 348,776
First Cash Financial Services 58,374 a 1,287,730
First Commonwealth Financial 118,098 b 773,542
First Financial Bancorp 100,269 1,916,141
First Financial Bankshares 44,721 b 2,391,679
First Midwest Bancorp 148,078 b 2,250,786
Forestar Group 85,687 a 1,931,385
Franklin Street Properties 135,853 b 2,002,473
Glacier Bancorp 147,078 b 2,719,472
Hancock Holding 59,651 2,438,533
Hanmi Financial 117,132 a,b 349,053
Healthcare Realty Trust 143,069 b,c 3,453,686
Home Bancshares 41,278 1,160,737
Home Properties 74,815 b,c 3,717,557
Independent Bank/MA 47,127 b 1,222,474
Infinity Property & Casualty 27,991 1,291,225
Inland Real Estate 149,697 b,c 1,410,146
Investment Technology Group 101,772 a 1,767,780
Kilroy Realty 115,304 b,c 4,042,558
Kite Realty Group Trust 76,742 c 415,942
LaBranche & Co. 89,321 a,b 441,246
LaSalle Hotel Properties 160,810 c 4,237,343
Lexington Realty Trust 246,285 b,c 1,743,698
LTC Properties 51,336 c 1,432,274
Medical Properties Trust 242,028 c 2,432,381
Mid-America Apartment Communities 65,410 3,615,211
Nara Bancorp 65,169 a 586,521
National Financial Partners 101,139 a 1,556,529
National Penn Bancshares 269,582 b 1,973,340
National Retail Properties 190,671 b,c 4,486,489

12



Common Stocks (continued) Shares Value ($)
Financial (continued)    
Navigators Group 27,164 a 1,090,091
NBT Bankcorp 74,121 b 1,813,741
Old National Bancorp 183,314 b 2,458,241
optionsXpress Holdings 111,095 a 1,971,936
Parkway Properties 49,361 c 972,412
Pennsylvania Real Estate Investment Trust 96,412 b,c 1,522,345
Pinnacle Financial Partners 69,705 a,b 1,065,092
Piper Jaffray 34,511 a 1,358,353
Portfolio Recovery Associates 32,756 a,b 2,177,291
Post Properties 104,613 c 2,694,831
Presidential Life 45,610 537,286
PrivateBancorp 119,707 1,714,204
ProAssurance 70,359 a 4,288,381
PS Business Parks 44,949 c 2,696,940
Rewards Network 23,191 b 301,947
RLI 37,037 b 2,148,146
S&T Bancorp 49,864 b 1,199,229
Safety Insurance Group 30,866 1,150,993
Selective Insurance Group 113,175 1,891,154
Signature Bank 95,658 a 3,862,670
Simmons First National, Cl. A 35,400 994,032
South Financial Group 337,454 b 259,840
Sovran Self Storage 60,056 b,c 2,215,466
Sterling Bancorp 55,352 592,820
Sterling Bancshares 207,777 1,221,729
Stewart Information Services 44,511 b 506,535
Stifel Financial 64,051 a,b 3,672,044
Susquehanna Bancshares 264,836 b 2,886,712
SWS Group 80,758 b 893,991
Tanger Factory Outlet Centers 92,062 b,c 3,829,779
Tompkins Financial 23,327 b 947,543
Tower Group 100,037 2,306,853
TradeStation Group 71,448 a 597,305
Trustco Bank 212,455 b 1,412,826
UMB Financial 66,885 2,817,196
Umpqua Holdings 245,872 3,673,328

The Fund 13



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Financial (continued)    
United Bankshares 83,566 b 2,426,757
United Community Banks 239,348 a,b 1,397,792
United Fire & Casualty 44,689 1,022,037
Urstadt Biddle Properties, Cl. A 49,188 829,310
Whitney Holding 192,268 2,634,072
Wilshire Bancorp 42,002 b 456,142
Wintrust Financial 73,209 2,730,696
World Acceptance 41,304 a,b 1,457,205
Zenith National Insurance 73,950 b 2,796,789
    187,756,855
Health Care—12.4%    
Abaxis 47,950 a 1,242,384
Air Methods 24,742 a,b 818,465
Align Technology 149,769 a,b 2,543,078
Almost Family 14,145 a 599,182
Amedisys 66,134 a,b 3,807,996
American Medical Systems Holdings 180,618 a,b 3,236,675
AMERIGROUP 118,529 a,b 4,295,491
AMN Healthcare Services 85,246 a,b 779,148
AmSurg 79,422 a 1,645,624
Analogic 24,227 1,158,535
ArQule 77,430 a 493,229
Bio-Reference Laboratories 49,050 a 1,147,770
Cambrex 68,855 a 302,273
Cantel Medical 29,019 579,219
Catalyst Health Solutions 80,333 a 3,398,889
Centene 109,790 a 2,514,191
Chemed 48,259 2,654,728
Computer Programs & Systems 13,245 b 596,820
CONMED 50,302 a 1,118,716
Cooper 102,486 3,985,681
CorVel 18,192 a 605,794
Cross Country Healthcare 71,128 a 712,703
CryoLife 69,424 a 424,181
Cubist Pharmaceuticals 143,239 a 3,211,418
Cyberonics 54,155 a 1,057,647

14



Common Stocks (continued) Shares Value ($)
Health Care (continued)    
Dionex 40,051 a,b 3,266,960
Eclipsys 129,667 a 2,681,514
Emergent Biosolutions 37,706 a 613,854
Enzo Biochem 60,725 a,b 362,528
eResearch Technology 101,512 a 748,143
Genoptix 31,991 a,b 1,237,732
Gentiva Health Services 61,294 a 1,757,912
Greatbatch 55,354 a,b 1,236,608
Haemonetics 60,084 a 3,476,460
Hanger Orthopedic Group 68,637 a 1,279,394
HealthSpring 117,814 a 2,073,526
Healthways 71,290 a 1,161,314
HMS Holdings 53,081 a 2,839,834
ICU Medical 26,663 a,b 949,469
Integra LifeSciences Holdings 50,041 a 2,273,363
Invacare 84,304 b 2,228,155
Inventiv Health 73,357 a 1,689,412
IPC The Hospitalist 22,450 a 696,848
Kendle International 44,150 a 730,682
Kensey Nash 34,499 a,b 781,402
Landauer 18,173 b 1,238,490
LCA-Vision 30,215 a,b 254,712
LHC Group 31,052 a,b 1,058,873
Magellan Health Services 82,843 a 3,496,803
Martek Biosciences 73,883 a,b 1,627,642
MedCath 30,716 a 305,317
Meridian Bioscience 84,016 b 1,679,480
Merit Medical Systems 58,194 a 940,997
Molina Healthcare 41,796 a,b 1,219,189
MWI Veterinary Supply 27,486 a 1,153,038
Natus Medical 57,593 a 981,385
Neogen 43,475 a 1,142,958
Odyssey HealthCare 76,826 a 1,600,286
Omnicell 64,706 a 863,825
Osteotech 27,000 a,b 114,750
Palomar Medical Technologies 27,654 a,b 347,334

The Fund 15



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Health Care (continued)    
Par Pharmaceutical Cos. 88,361 a 2,398,118
PAREXEL International 127,030 a 2,995,367
PharMerica 66,800 a,b 1,289,240
Phase Forward 90,518 a 1,521,608
PSS World Medical 131,606 a,b 3,083,529
Quality Systems 37,539 b 2,402,871
Regeneron Pharmaceuticals 134,033 a 3,421,862
RehabCare Group 55,901 a 1,594,297
Res-Care 59,774 a 695,769
Salix Pharmaceuticals 123,120 a,b 4,949,424
Savient Pharmaceuticals 131,255 a,b 1,903,198
SurModics 31,651 a,b 588,709
Symmetry Medical 80,817 a 934,245
Theragenics 88,265 a 135,928
ViroPharma 159,016 a 2,022,684
West Pharmaceutical Services 70,198 b 2,937,786
Zoll Medical 43,329 a 1,323,701
    127,238,362
Industrial—16.8%    
A.O. Smith 51,111 2,638,861
AAON 28,315 b 683,524
AAR 85,655 a,b 2,088,269
ABM Industries 112,171 b 2,410,555
Actuant, Cl. A 147,451 3,381,051
Acuity Brands 95,418 b 4,313,848
Administaff 48,305 1,069,473
Aerovironment 20,051 a,b 524,935
Albany International, Cl. A 58,494 1,489,842
Allegiant Travel 38,724 a,b 1,991,575
American Science & Engineering 21,559 1,620,159
Apogee Enterprises 69,750 958,365
Applied Industrial Technologies 81,670 2,513,803
Applied Signal Technology 27,208 508,518
Arkansas Best 48,874 b 1,488,702
Astec Industries 34,399 a,b 1,139,295
ATC Technology 54,095 a 1,105,702

16



Common Stocks (continued) Shares Value ($)
Industrial (continued)    
AZZ 28,938 1,175,462
Badger Meter 32,564 b 1,346,847
Baldor Electric 101,592 b 3,902,149
Barnes Group 97,502 b 2,028,042
Belden 106,705 2,930,119
Bowne & Co. 84,266 942,094
Brady, Cl. A 113,841 3,911,577
Briggs & Stratton 125,421 b 2,977,495
Cascade 18,192 634,173
CDI 8,124 141,601
Ceradyne 52,297 a 1,160,993
CIRCOR International 36,637 1,262,511
CLARCOR 104,778 3,962,704
Comfort Systems USA 85,717 1,206,895
Consolidated Graphics 28,324 a 1,187,059
Cubic 40,474 1,510,085
Curtiss-Wright 95,782 3,416,544
Dycom Industries 103,162 a 1,095,580
EMCOR Group 157,553 a 4,499,714
Encore Wire 41,508 921,893
EnPro Industries 49,140 a,b 1,551,841
ESCO Technologies 53,213 b 1,641,621
Esterline Technologies 62,631 a 3,493,557
Exponent 29,920 a 891,915
Forward Air 61,491 b 1,722,978
G & K Services, Cl. A 42,098 1,157,274
Gardner Denver 109,737 5,518,674
GenCorp 171,640 a,b 1,067,601
Geo Group 125,745 a,b 2,663,279
Gibraltar Industries 64,310 a 965,936
Griffon 101,159 a 1,426,342
Healthcare Services Group 86,277 b 1,854,093
Heartland Express 102,771 b 1,699,832
Heidrick & Struggles International 31,594 b 834,398
Hub Group, Cl. A 81,702 a 2,615,281
II-VI 52,514 a 1,883,152

The Fund 17



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Industrial (continued)    
Insituform Technologies, Cl. A 84,057 a 2,014,846
Interface, Cl. A 118,961 1,556,010
John Bean Technologies 47,458 871,803
Kaman 54,206 1,485,786
Kaydon 69,179 b 2,879,922
Kelly Services, Cl. A 38,354 a 616,732
Knight Transportation 128,292 b 2,731,337
Lawson Products 9,558 155,317
Lindsay 30,732 b 1,168,738
Lydall 26,950 a 217,217
Magnetek 37,153 a 73,191
Mobile Mini 75,843 a 1,260,511
Moog, Cl. A 93,071 a 3,459,449
Mueller Industries 81,462 2,415,348
NCI Building Systems 39,515 a,b 544,517
Old Dominion Freight Line 54,117 a 1,941,718
On Assignment 81,072 a 569,936
Orbital Sciences 144,677 a 2,659,163
Powell Industries 18,807 a 631,539
Quanex Building Products 80,815 1,535,485
Robbins & Myers 75,696 b 1,961,283
School Specialty 37,846 a,b 887,867
SFN Group 116,817 a 998,785
Simpson Manufacturing 77,762 2,643,130
SkyWest 130,007 1,947,505
Standard Register 31,354 b 161,473
Standex International 29,773 710,682
Stanley 30,960 a 979,265
Sykes Enterprises 87,826 a 1,996,285
Teledyne Technologies 75,175 a 3,277,630
Tetra Tech 148,100 a 3,606,235
Toro 79,205 b 4,509,933
Tredegar 63,157 1,077,458
Triumph Group 37,396 b 2,900,434
TrueBlue 90,428 a 1,427,858
United Stationers 52,892 a 3,238,048

18



Common Stocks (continued) Shares Value ($)
Industrial (continued)    
Universal Forest Products 44,659 1,877,911
Viad 30,219 707,125
Vicor 37,801 a,b 571,551
Volt Information Sciences 19,732 a 247,439
Watsco 64,992 b 3,848,826
Watts Water Technologies, Cl. A 74,789 b 2,653,514
    172,146,590
Information Technology—17.7%    
Actel 62,893 a 976,099
Adaptec 310,382 a 959,080
Advanced Energy Industries 81,402 a 1,198,237
Agilysys 61,584 668,186
Anixter International 69,857 a 3,660,507
Arris Group 305,116 a 3,749,876
ATMI 72,936 a 1,322,330
Avid Technology 53,685 a,b 783,801
Bel Fuse, Cl. B 27,512 b 644,331
Benchmark Electronics 143,111 a 3,096,922
Black Box 34,697 1,082,199
Blackbaud 92,604 2,134,522
Blue Coat Systems 86,238 a,b 2,805,322
Brightpoint 143,097 a 1,157,655
Brooks Automation 137,880 a 1,340,194
Cabot Microelectronics 53,391 a,b 2,048,079
CACI International, Cl. A 70,612 a 3,349,127
Checkpoint Systems 88,392 a 1,996,775
CIBER 172,726 a 685,722
Cognex 69,525 1,453,768
Cohu 46,209 746,275
Commvault Systems 84,802 a 1,776,602
Compellent Technologies 37,673 a,b 473,550
comScore 38,263 a 694,473
Comtech Telecommunications 63,278 a,b 1,976,805
Concur Technologies 87,432 a,b 3,664,275
CSG Systems International 88,288 a 2,005,903
CTS 76,747 805,843

The Fund 19



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Information Technology (continued)    
CyberSource 147,158 a 3,779,017
Cymer 66,143 a 2,258,783
Cypress Semiconductor 383,671 a 4,945,519
Daktronics 86,058 b 721,166
DealerTrack Holdings 83,184 a 1,268,556
Digi International 54,924 a 588,236
Diodes 72,291 a 1,552,088
DSP Group 67,591 a 552,218
DTS 30,502 a,b 1,013,886
Ebix 62,002 a,b 1,008,773
Electro Scientific Industries 58,052 a 799,376
EMS Technologies 33,613 a 534,111
Epicor Software 118,371 a 1,086,646
EPIQ Systems 74,058 a,b 892,399
Exar 70,438 a 520,537
FARO Technologies 31,222 a 787,107
FEI 81,640 a 1,836,900
Forrester Research 32,692 a 1,049,740
Gerber Scientific 47,929 a 345,089
Harmonic 204,343 a 1,397,706
Heartland Payment Systems 73,954 1,359,275
Hittite Microwave 40,018 a 2,052,123
Hutchinson Technology 58,472 a 356,094
Infospace 75,945 a 795,144
Insight Enterprises 119,847 a 1,801,300
Integral Systems 27,042 a 235,806
Interactive Intelligence 27,739 a 548,400
Intermec 103,753 a,b 1,190,047
Intevac 43,299 a 602,722
j2 Global Communications 111,020 a,b 2,673,362
JDA Software Group 78,585 a 2,271,106
Keithley Instruments 27,984 238,144
Knot 52,488 a 425,678
Kopin 156,935 a 660,696
Kulicke & Soffa Industries 167,685 a 1,375,017
Littelfuse 40,388 a 1,705,585

20



Common Stocks (continued) Shares Value ($)
Information Technology (continued)    
LoJack 51,541 a 215,441
Manhattan Associates 52,697 a 1,510,296
MAXIMUS 36,057 2,232,289
Mercury Computer Systems 49,370 a 634,898
Methode Electronics 104,235 1,157,008
Micrel 102,075 b 1,191,215
Microsemi 184,716 a 3,058,897
MicroStrategy, Cl. A 20,155 a 1,543,873
MKS Instruments 109,442 a 2,482,145
MTS Systems 35,026 1,046,227
NCI, Cl. A 14,934 a 424,275
NETGEAR 85,254 a 2,306,973
NetScout Systems 73,950 a 1,073,754
Network Equipment Technologies 50,382 a,b 258,460
Newport 85,086 a 1,006,567
Novatel Wireless 99,585 a,b 682,157
Park Electrochemical 44,808 1,353,650
PC-Tel 37,611 a 244,848
Perficient 65,150 a 812,420
Pericom Semiconductor 59,007 a 689,202
Phoenix Technologies 43,930 a,b 131,351
Plexus 88,414 a,b 3,275,739
Progress Software 95,735 a 3,087,454
Radiant Systems 77,924 a 1,096,391
Radisys 59,131 a,b 578,892
Rogers 32,475 a,b 1,086,938
Rudolph Technologies 75,536 a 719,858
ScanSource 55,384 a,b 1,542,998
Sigma Designs 80,406 a,b 953,615
Skyworks Solutions 383,197 a,b 6,453,037
Smith Micro Software 65,174 a 618,501
Sonic Solutions 63,550 a,b 797,553
Stamps.com 28,963 a 307,008
Standard Microsystems 51,099 a 1,312,222
StarTek 14,899 a 101,015
Stratasys 37,974 a,b 905,300

The Fund 21



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Information Technology (continued)    
Supertex 15,470 a,b 417,845
Symmetricom 108,096 a 716,676
Synaptics 79,338 a,b 2,429,330
SYNNEX 45,823 a,b 1,256,467
Take-Two Interactive Software 172,994 a,b 1,880,445
Taleo, Cl. A 82,308 a 2,138,362
Technitrol 126,967 b 685,622
Tekelec 142,665 a 2,586,516
TeleTech Holdings 87,367 a 1,445,924
Tessera Technologies 110,178 a 2,234,410
THQ 173,685 a 1,320,006
Tollgrade Communications 43,010 a 273,544
Triquint Semiconductor 379,351 a 2,860,307
TTM Technologies 94,424 a,b 1,025,445
Tyler Technologies 52,702 a,b 898,042
Ultratech 35,794 a 525,814
United Online 222,882 1,776,370
Varian Semiconductor Equipment Associates 165,994 a 5,467,842
Veeco Instruments 89,058 a,b 3,917,661
ViaSat 73,729 a,b 2,613,693
Websense 104,613 a,b 2,382,038
Wright Express 90,042 a 3,058,727
    181,288,363
Materials—4.3%    
A.M. Castle & Co. 27,581 a 378,411
AMCOL International 53,202 b 1,529,025
American Vanguard 26,884 b 217,760
Arch Chemicals 54,327 1,847,661
Balchem 57,370 1,488,178
Brush Engineered Materials 38,969 a 1,158,548
Buckeye Technologies 94,522 a 1,334,651
Calgon Carbon 130,574 a,b 2,023,897
Century Aluminum 123,180 a 1,660,466

22



Common Stocks (continued) Shares Value ($)
Materials (continued)    
Clearwater Paper 26,509 a,b 1,688,093
Deltic Timber 16,636 875,386
Eagle Materials 87,626 2,792,641
H.B. Fuller 103,585 2,429,068
Headwaters 85,178 a 511,068
Myers Industries 60,413 656,085
Neenah Paper 39,450 690,375
Olympic Steel 27,727 881,164
OM Group 69,501 a 2,623,663
Penford 13,720 a 126,910
PolyOne 236,109 a 2,670,393
Quaker Chemical 23,770 748,042
Rock-Tenn, Cl. A 88,498 4,566,497
RTI International Metals 54,656 a 1,478,445
Schulman (A.) 78,775 2,048,938
Schweitzer-Mauduit International 38,937 2,216,294
Stepan 20,439 1,548,254
Texas Industries 51,788 b 1,959,658
Wausau Paper 121,258 a 1,073,133
Zep 44,916 828,251
    44,050,955
Telecommunication Services—.5%    
Cbeyond 44,857 a,b 689,901
General Communication, Cl. A 89,181 a 548,463
Iowa Telecommunications Services 51,208 b 862,343
Neutral Tandem 76,688 a,b 1,299,862
NTELOS Holdings 60,809 1,193,681
USA Mobility 61,809 a 861,617
    5,455,867
Utilities—3.6%    
Allete 56,228 b 2,050,635
American States Water 48,703 1,817,596
Avista 136,922 2,961,623

The Fund 23



STATEMENT OF INVESTMENTS (Unaudited) (continued)

Common Stocks (continued) Shares Value ($)
Utilities (continued)    
Central Vermont Public Service 20,581 448,872
CH Energy Group 40,454 1,675,605
El Paso Electric 99,518 a 2,114,757
Laclede Group 45,328 1,544,778
New Jersey Resources 84,917 3,203,918
Northwest Natural Gas 63,676 b 3,017,606
NorthWestern 78,180 2,362,600
Piedmont Natural Gas 154,175 b 4,239,812
South Jersey Industries 58,151 2,623,192
Southwest Gas 109,458 3,404,144
UIL Holdings 68,905 2,000,312
UniSource Energy 87,771 2,924,530
    36,389,980
Total Common Stocks    
(cost $917,341,583)   1,008,665,454
  Principal  
Short-Term Investments—.1% Amount ($) Value ($)
U.S. Treasury Bills;    
0.15%, 6/10/10    
(cost $894,854) 895,000 d 894,873
 
Other Investment—1.9% Shares Value ($)
Registered Investment Company;    
Dreyfus Institutional Preferred    
Plus Money Market Fund    
(cost $19,944,000) 19,944,000 e 19,944,000

24



Investment of Cash Collateral    
for Securities Loaned—22.2% Shares Value ($)
Registered Investment Company;    
Dreyfus Institutional Cash    
Advantage Plus Fund    
(cost $227,118,866) 227,118,866 e 227,118,866
 
Total Investments (cost $1,165,299,303) 122.7% 1,256,623,193
Liabilities, Less Cash and Receivables (22.7%) (232,827,688)
Net Assets 100.0% 1,023,795,505

a     

Non-income producing security.

b     

Security, or portion thereof, on loan.At April 30, 2010, the total market value of the fund’s securities on loan is $214,842,080 and the total market value of the collateral held by the fund is $227,118,866.

c     

Investment in real estate investment trust.

d     

Held by a broker as collateral for open financial futures positions.

e     

Investment in affiliated money market mutual fund.

Portfolio Summary (Unaudited)    
 
Value (%)   Value (%)
Short-Term/Money Market Investments 24.2 Energy 5.0
Financial 18.3 Materials 4.3
Information Technology 17.7 Utilities 3.6
Industrial 16.8 Consumer Staples 3.2
Consumer Discretionary 16.7 Telecommunication Services .5
Health Care 12.4   122.7
 
† Based on net assets.      
See notes to financial statements.      

The Fund 25



STATEMENT OF FINANCIAL FUTURES

April 30, 2010 (Unaudited)

    Market Value   Unrealized
    Covered by   (Depreciation)
  Contracts Contracts ($) Expiration at 4/30/2010 ($)
Financial Futures Long        
Russell 2000 Mini 205 14,667,750 June 2010 (183,655)
 
See notes to financial statements.        

26



STATEMENT OF ASSETS AND LIABILITIES

April 30, 2010 (Unaudited)

  Cost Value
Assets ($):    
Investments in securities—See Statement of Investments (including    
securities on loan, valued at $214,842,080)—Note 1(b):    
Unaffiliated issuers 918,236,437 1,009,560,327
Affiliated issuers 247,062,866 247,062,866
Cash   1,081,923
Receivable for investment securities sold   5,910,738
Receivable for shares of Common Stock subscribed   1,704,660
Dividends and interest receivable   672,717
    1,265,993,231
Liabilities ($):    
Due to The Dreyfus Corporation and affiliates—Note 3(b)   415,088
Liability for securities on loan—Note 1(b)   227,118,866
Payable for investment securities purchased   12,889,673
Payable for shares of Common Stock redeemed   1,324,899
Payable for futures variation margin—Note 4   449,200
    242,197,726
Net Assets ($)   1,023,795,505
Composition of Net Assets ($):    
Paid-in capital   952,019,599
Accumulated undistributed investment income—net   1,438,202
Accumulated net realized gain (loss) on investments   (20,802,531)
Accumulated net unrealized appreciation (depreciation) on    
investments [including ($183,655) net unrealized    
(depreciation) on financial futures]   91,140,235
Net Assets ($)   1,023,795,505
Shares Outstanding    
(200 million shares of $.001 par value Common Stock authorized)   53,609,084
Net Asset Value, offering and redemption price per share ($)   19.10
 
See notes to financial statements.    

The Fund 27



STATEMENT OF OPERATIONS

Six Months Ended April 30, 2010 (Unaudited)

Investment Income ($):  
Income:  
Cash dividends:  
     Unaffiliated issuers 5,021,770
     Affiliated issuers 5,179
Income from securities lending—Note 1(b) 398,465
Interest 234
Total Income 5,425,648
Expenses:  
Management fee—Note 3(a) 1,114,142
Shareholder servicing costs—Note 3(b) 1,114,142
Directors’ fees—Note 3(a) 32,315
Loan commitment fees—Note 2 9,882
Interest expense—Note 2 130
Total Expenses 2,270,611
Less—Directors’ fees reimbursed by the Manager—Note 3(a) (32,315)
Net Expenses 2,238,296
Investment Income—Net 3,187,352
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):  
Net realized gain (loss) on investments (93,470)
Net realized gain (loss) on financial futures 1,678,671
Net Realized Gain (Loss) 1,585,201
Net unrealized appreciation (depreciation) on investments 215,224,276
Net unrealized appreication (depreciation) on financial futures 524,760
Net Unrealized Appreication (Depreciation) 215,749,036
Net Realized and Unrealized Gain (Loss) on Investments 217,334,237
Net Increase in Net Assets Resulting from Operations 220,521,589
 
See notes to financial statements.  

28



STATEMENT OF CHANGES IN NET ASSETS

  Six Months Ended  
  April 30, 2010 Year Ended
  (Unaudited) October 31, 2009
Operations ($):    
Investment income—net 3,187,352 7,575,106
Net realized gain (loss) on investments 1,585,201 (8,411,902)
Net unrealized appreciation    
(depreciation) on investments 215,749,036 44,063,643
Net Increase (Decrease) in Net Assets    
Resulting from Operations 220,521,589 43,226,847
Dividends to Shareholders from ($):    
Investment income—net (6,764,974) (10,985,105)
Net realized gain on investments (49,270,636)
Total Dividends (6,764,974) (60,255,741)
Capital Stock Transactions ($):    
Net proceeds from shares sold 149,043,791 326,095,099
Dividends reinvested 6,274,003 57,513,861
Cost of shares redeemed (149,462,871) (297,041,023)
Increase (Decrease) in Net Assets    
from Capital Stock Transactions 5,854,923 86,567,937
Total Increase (Decrease) in Net Assets 219,611,538 69,539,043
Net Assets ($):    
Beginning of Period 804,183,967 734,644,924
End of Period 1,023,795,505 804,183,967
Undistributed investment income—net 1,438,202 5,015,824
Capital Share Transactions (Shares):    
Shares sold 8,624,283 24,497,782
Shares issued for dividends reinvested 372,345 4,593,801
Shares redeemed (8,853,599) (22,393,768)
Net Increase (Decrease) in Shares Outstanding 143,029 6,697,815
 
See notes to financial statements.    

The Fund 29



FINANCIAL HIGHLIGHTS

The following table describes the performance for the fiscal periods indicated. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures have been derived from the fund’s financial statements.

  Six Months Ended          
  April 30, 2010   Year Ended October 31,  
    (Unaudited) 2009 2008 2007 2006 2005
Per Share Data ($):              
Net asset value,              
beginning of period   15.04 15.71 25.45 23.93 21.06 18.91
Investment Operations:              
Investment income—neta   .06 .15 .22 .15 .12 .11
Net realized and unrealized              
gain (loss) on investments 4.13 .45 (7.85) 2.45 3.11 2.68
Total from Investment Operations 4.19 .60 (7.63) 2.60 3.23 2.79
Distributions:              
Dividends from              
investment income—net   (.13) (.23) (.15) (.12) (.11) (.10)
Dividends from net realized              
gain on investments   (1.04) (1.96) (.96) (.25) (.54)
Total Distributions   (.13) (1.27) (2.11) (1.08) (.36) (.64)
Net asset value, end of period 19.10 15.04 15.71 25.45 23.93 21.06
Total Return (%)   27.96b 5.43 (32.21) 11.15 15.53 14.88
Ratios/Supplemental Data (%):            
Ratio of total expenses              
to average net assets   .51c .51 .51 .51 .50 .50
Ratio of net expenses              
to average net assets   .50c .50 .50 .50 .50 .50
Ratio of net investment income            
to average net assets   .72c 1.11 1.09 .60 .52 .55
Portfolio Turnover Rate   8.29b 25.48 31.84 25.08 25.05 13.64
Net Assets, end of period              
($ x 1,000) 1,023,796 804,184 734,645 998,016 888,354 724,909

a     

Based on average shares outstanding at each month end.

b     

Not annualized.

c     

Annualized.

See notes to financial statements.

30



NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1—Significant Accounting Policies:

Dreyfus Smallcap Stock Index Fund (the “fund”) is a separate non-diversified series of Dreyfus Index Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and operates as a series company currently offering three series, including the fund.The fund’s investment objective is to match the performance of the Standard & Poor’s SmallCap 600 Index.The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of NewYork Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Manager, is the distributor of the fund’s shares, which are sold to the public without a sales charge.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series’ operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities.Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates.

The Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the

The Fund 31



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value.When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board of Directors. Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and futures contracts. For other securities that are fair valued by the Board of Directors, certain factors may be considered such as:fundamental analytical data,the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. Financial futures are valued at the last sales price.

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and

32



whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of April 30, 2010 in valuing the fund’s investments:

    Level 2—Other Level 3—  
  Level 1— Significant Significant  
  Unadjusted Observable Unobservable  
  Quoted Prices Inputs Inputs Total
Assets ($)        
Investments in Securities:      
Equity Securities—        
Domestic 1,008,316,678 1,008,316,678
Equity Securities—        
Foreign 348,776 348,776
U.S. Treasury 894,873 894,873
Mutual Funds 247,062,866 247,062,866
Liabilities ($)        
Other Financial        
Instruments†† (183,655) (183,655)

See Statement of Investments for industry classification.

†† Other financial instruments include derivative instruments, such as futures, forward foreign currency
  exchange contracts, swap contracts and options contracts.Amounts shown represent unrealized
  appreciation (depreciation), or in the case of options, market value at period end.

The Fund 33



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

In January 2010, FASB issued Accounting Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about FairValue Measurements”. ASU 2010-06 will require reporting entities to make new disclosures about amounts and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements as well as inputs and valuation techniques used to measure fair value for both recurring and nonrecur-ring fair value measurements that fall in either Level 2 or Level 3, and information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of activity in Level 3 fair value measurements. The new and revised disclosures are required to be implemented for fiscal years beginning after December 15, 2009 except for the disclosures surrounding purchases, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. Management is currently evaluating the impact the adoption of ASU No. 2010-06 may have on the fund’s financial statement disclosures.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Manager, U.S. Government and

34



Agency securities or letters of credit.The fund is entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund bears the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner. During the period ended April 30, 2010, The Bank of New York Mellon earned $132,822 from lending portfolio securities, pursuant to the securities lending agreement.

(c) Affiliated issuers: Investments in other investment companies advised by the Manager are defined as “affiliated” in the Act.

(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended April 30, 2010, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties.

The Fund 35



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

Each of the tax years in the three-year period ended October 31, 2009 remains subject to examination by the Internal Revenue Service and state taxing authorities.

The fund has an unused capital loss carryover of $9,572,587 available for federal income tax purposes to be applied against future net securities profits, if any, realized subsequent to October 31, 2009. If not applied, the carryover expires in fiscal 2017.

The tax character of distributions paid to shareholders during the fiscal year ended October 31, 2009 was as follows: ordinary income $10,989,421 and long-term capital gains $49,266,320.The tax character of current year distributions will be determined at the end of the current fiscal year.

NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $225 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing.

The average amount of borrowings outstanding under the Facilities during the period ended April 30, 2010, was approximately $18,800 with a related weighted average annualized interest rate of 1.40%.

NOTE 3—Management Fee and Other Transactions With Affiliates:

(a) Pursuant to a management agreement (“Agreement”) with the Manager, the management fee is computed at the annual rate of .25% of the value of the fund’s average daily net assets and is payable monthly. Under the terms of the Agreement, the Manager has agreed

36



to pay all the expenses of the fund, except management fees, brokerage fees and commissions, taxes, interest fees, commitment fees, Shareholder Services Plan fees, fees and expenses of non-interested Board members (including counsel fees) and extraordinary expenses. In addition, the Manager is required to reduce its fee in an amount equal to the fund’s allocable portion of the accrued fees and expenses of the non-interested Board members (including counsel fees). Each Board member also serves as a Board member of other funds within the Dreyfus complex (collectively, the “Fund Group”). Currently, the Company and 10 other funds (comprised of 33 portfolios) in the Dreyfus Family of Funds pay each Board member their respective allocated portion of an annual retainer of $85,000 and an attendance fee of $10,000 for each regularly scheduled Board meeting, an attendance fee of $2,000 for each separate in-person committee meeting that is not held in conjunction with a regularly scheduled Board meeting and an attendance fee of $1,000 for each Board meeting and separate committee meeting that is conducted by telephone.The Chairman of the Board receives an additional 25% of such compensation and the Audit Committee Chairman receives an additional $15,000 per annum.The Company also reimburses each Board member for travel and out-of-pocket expenses in connection with attending Board or committee meetings. Subject to the Company’s Emeritus Program Guidelines, Emeritus Board members, if any, receive 50% of the Company’s annual retainer fee and per meeting fee paid at the time the Board member achieves emeritus status.

(b) Under the Shareholder Services Plan, the fund pays the Distributor for the provision of certain services, at the annual rate of .25% of the value of the fund’s average daily net assets.The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (a securities dealer, financial institution or other indus-

The Fund 37



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

try professional) in respect of these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended April 30, 2010, the fund was charged $1,114,142 pursuant to the Shareholder Services Plan.

The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $207,544 and shareholder services plan fees $207,544.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and financial futures, during the period ended April 30, 2010, amounted to $72,851,364 and $74,699,085, respectively.

The fund may invest in shares of certain affiliated investment companies also advised or managed by the adviser. Investments in affiliated investment companies for the period ended April 30, 2010 were as follows:

Affiliated        
Investment Value   Value Net
Company 10/31/2009              ($) Purchases ($) Sales ($)          4/30/2010 ($)    Assets (%)
Dreyfus        
Institutional      
Preferred        
Plus Money      
Market        
Fund 7,316,000                   73,403,000 60,775,000 19,944,000 1.9
Dreyfus        
Institutional      
Cash        
Advantage      
Plus        
Fund 151,450,309               314,219,226 238,550,669 227,118,866 22.2
Total 158,766,309               387,622,226 299,325,669 247,062,866 24.1

The provisions of ASC Topic 815 “Derivatives and Hedging” require qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related con-

38



tingent features in derivative agreements. The disclosure requirements distinguish between derivatives, which are accounted for as “hedges” and those that do not qualify for hedge accounting. Because investment companies value their derivatives at fair value and recognize changes in fair value through the Statement of Operations, they do not qualify for such accounting.Accordingly,even though a fund’s investments in derivatives may represent economic hedges, they are considered to be non-hedge transactions for purposes of this disclosure.

Futures Contracts: In the normal course of pursuing its investment objective, the fund is exposed to market risk, including equity price risk as a result of changes in value of underlying financial instruments.The fund invests in financial futures contracts in order to manage its exposure to or protect against changes in the market. A futures contract represents a commitment for the future purchase or a sale of an asset at a specified date. Upon entering into such contracts, these investments require initial margin deposits with a broker, which consist of cash or cash equivalents.The amount of these deposits is determined by the exchange or Board of Trade on which the contract is traded and is subject to change.Accordingly, variation margin payments are received or made to reflect daily unrealized gains or losses which are recorded in the Statement of Operations. Futures contracts are valued daily at the last sales price established by the Board of Trade or exchange upon which they are traded. When the contracts are closed, the fund recognizes a realized gain or loss. There is minimal counterparty credit risk to the fund with futures, since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Contracts open at April 30, 2010 are set forth in the Statement of Financial Futures.

At April 30, 2010, accumulated net unrealized appreciation on investments was $91,323,890, consisting of $190,576,170 gross unrealized appreciation and $99,252,280 gross unrealized depreciation.

The Fund 39



NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

At April 30, 2010, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

NOTE 5—Subsequent Events Evaluation:

Dreyfus has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.

40



INFORMATION ABOUT THE REVIEW AND APPROVAL
OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Directors held on March 2, 2010, the Board unanimously approved the continuation of the fund’s Management Agreement with Dreyfus for a one-year term ending March 30, 2011. The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus. In approving the continuance of the Management Agreement, the Board considered all factors that it believed to be relevant, including, among other things, the factors discussed below.

Analysis of Nature, Extent and Quality of Services Provided to the Fund. The Board members received a presentation from representatives of Dreyfus regarding services provided to the fund and other funds in the Dreyfus fund complex, and discussed the nature, extent and quality of the services provided to the fund pursuant to its Management Agreement. Dreyfus’ representatives reviewed the fund’s distribution of accounts and the relationships Dreyfus has with various intermediaries and the different needs of each. Dreyfus’ representatives noted the various distribution channels for the fund as well as the diverse methods of distribution among other funds in the Dreyfus fund complex, and Dreyfus’ corresponding need for broad, deep and diverse resources to be able to provide ongoing shareholder services to each distribution channel, including those of the fund. Dreyfus also provided the number of accounts investing in the fund, as well as the fund’s asset size.

The Board members also considered Dreyfus’ research and portfolio management capabilities and Dreyfus’ oversight of day-to-day fund operations, including fund accounting, administration and assistance in meeting legal and regulatory requirements. The Board members also considered Dreyfus’ extensive administrative, accounting and compliance infrastructure. The Board also considered Dreyfus’ brokerage policies and practices, the standards applied in seeking best execution and Dreyfus’ policies and practices regarding soft dollars.

The Fund 41



INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE

FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued)

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board members reviewed the fund’s performance and comparisons to a group of retail no-load pure index small-cap core funds and one small-cap growth fund that are benchmarked against the S&P SmallCap 600 Index (the “Performance Group”) and to a larger universe of funds, consisting of all retail and institutional small-cap core funds (the “Performance Universe”) selected and provided by Lipper, Inc. (“Lipper”), an independent provider of investment company data.The Board was provided with a description of the methodology Lipper used to select the Performance Group and Performance Universe, as well as the Expense Group and Expense Universe (discussed below).The Board members discussed the results of the comparisons and noted the fund’s average annual total return was at or above the Performance Group and Performance Universe medians for all periods, except the one-year period ended December 31, 2009 when it was below the Performance Group and Performance Universe medians. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

The Board members also discussed the fund’s contractual and actual management fees and expense ratio and reviewed the range of management fees and expense ratios as compared to a comparable group of funds (the “Expense Group”) and a broader group of funds (the “Expense Universe”), each selected and provided by Lipper. The Board members noted that the fund’s contractual management fee was below the Expense Group median, the fund’s actual management fee was at the Expense Group and Expense Universe medians and the fund’s total expense ratio was below the Expense Group median and at the Expense Universe median. Management noted that, pursuant to the Management Agreement, Dreyfus pays all of the fund’s expenses, except management fees, shareholder services fees, and certain other expenses, including the fees and expenses of the independent Board members and their counsel.Additionally, Dreyfus has agreed to reduce its management fee in an amount equal to the fees and expenses of the independent Board members and their counsel.

42



Representatives of Dreyfus reviewed with the Board members the fees paid to Dreyfus or its affiliates by mutual funds and/or separate accounts with similar investment objectives, policies and strategies as the fund (the “Similar Accounts”), and explained the nature of the Similar Accounts and the differences, from Dreyfus’ perspective, as applicable, in providing services to the Similar Accounts as compared to the fund.The Board analyzed differences in fees paid to Dreyfus and discussed the relationship of the advisory fees paid in light of the services provided. The Board members considered the relevance of the fee information provided for the Similar Accounts to evaluate the appropriateness and reasonableness of the fund’s management fees.

Analysis of Profitability and Economies of Scale. Dreyfus’ representatives reviewed the dollar amount of expenses allocated and profit received by Dreyfus and the method used to determine such expenses and profit.The Board previously had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus mutual fund complex. The Board also was informed that the methodology had also been reviewed by an independent registered public accounting firm which, like the consultant, found the methodology to be reasonable. The consulting firm also analyzed where any economies of scale might emerge in connection with the management of the fund. The Board members also considered potential benefits to Dreyfus from acting as investment adviser and noted there were no soft dollar arrangements with respect to trading the fund’s investments.

It was noted that the Board members should consider Dreyfus’ profitability with respect to the fund as part of their evaluation of whether the fees under the Management Agreement bear a reasonable relationship to the mix of services provided by Dreyfus, including the nature, extent and quality of such services and that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that, if a fund’s assets had been static or decreas-

The Fund 43



INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE

FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued)

ing, the possibility that Dreyfus may have realized any economies of scale would be less. It also was noted that Dreyfus did not realize a profit on the fund’s operations.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to continuation of the Management Agreement. Based on the discussions and considerations as described above, the Board made the following conclusions and determinations.

  • The Board concluded that the nature, extent and quality of the services provided by Dreyfus are adequate and appropriate.

  • The Board was generally satisfied with the fund’s relative performance.

  • The Board concluded that the fee paid by the fund to Dreyfus was reasonable in light of the considerations described above.

  • The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the manage- ment of the fund had been adequately considered by Dreyfus in connection with the management fee rate charged to the fund and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

The Board members considered these conclusions and determinations, along with information received on a routine and regular basis throughout the year, and, without any one factor being dispositive, the Board determined that continuation of the Management Agreement was in the best interests of the fund and its shareholders.

44






Item 2. Code of Ethics.
  Not applicable.
Item 3. Audit Committee Financial Expert.
  Not applicable.
Item 4. Principal Accountant Fees and Services.
  Not applicable.
Item 5. Audit Committee of Listed Registrants.
  Not applicable.
Item 6. Investments.
(a) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management
  Investment Companies.
  Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
  Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and
  Affiliated Purchasers.
  Not applicable. [CLOSED END FUNDS ONLY]
Item 10. Submission of Matters to a Vote of Security Holders.
  There have been no material changes to the procedures applicable to Item 10.
Item 11. Controls and Procedures.

(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.



Item 12. Exhibits.

(a)(1) Not applicable.

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(a)(3) Not applicable.

(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dreyfus Index Funds, Inc.

By: /s/ Bradley J. Skapyak
  Bradley J. Skapyak,
  President
 
Date: June 23, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By: /s/ Bradley J. Skapyak
  Bradley J. Skapyak,
  President
 
Date: June 23, 2010
 
By: /s/ James Windels
James Windels,
  Treasurer
 
Date: June 23, 2010



EXHIBIT INDEX

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT)

(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)