August 3, 2012 Meeting. Shareholders are entitled to one vote for each Nominating Committee Charter, including character and integrity and business and professional experience. The telephone, which is expected to cost approximately $11,000, plus any out of pocket expenses, such cost to be borne pro rata among such Funds based on their net assets. Participating Insurance Companies will vote inclusion. June 11, 2012 FUNDS )Filed by the Registrant [X]Filed by a Party other than the Registrant [ ]Filed by the Registrant x Filed by a Party other than the Registrant o [ ][ ][X][ ][ ]o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Rule 14a-12 DREYFUS INVESTMENT PORTFOLIOS(Name of Registrant as Specified in its Charter)(Name of Registrant as Specified in its Charter)[X][ ]xNo fee required
required.o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) (2)(3)(4)(5)Title of each class of securities to which transaction applies: _________________________
__________(2) Aggregate number of securities to which transaction applies: ________________________
__________(3) Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): _________________________________________________________________________________________
______________________________________(4) Proposed maximum aggregate value of transaction: _______________________________
__________________(5) Total fee paid: ___________________________________________________________ _______________________________________________[ ][ ]oFee previously paid with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) (2)(3)(4)Amount previously paid:____________________________ (2) Form, schedule or registration statement no.:____________ (3) Filing party:______________________________________ (4) Date filed:_______________________________________ · · · · Sincerely, Bradley J. Skapyak President DREYFUS INVESTMENT PORTFOLIOSCORE BOND PORTFOLIOMeetingMeetings of Shareholdersowners of variable annuity contracts and variable life insurance policies entitled to give voting instructions: A Shareholders:MeetingMeetings of Shareholders of each of the Core Bond Portfolio (the “Portfolio”),funds in The Dreyfus Family of Funds listed above (each, a series of Dreyfus Investment Portfolios,"Fund" and, collectively, the "Funds")* will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th8th Floor, New York, New York 10166, on Monday, April 16, 2007,Friday, August 3, 2012 at 12:3000 p.m., for the following purposes:1. To approve a Plan of Liquidationelect Board members to hold office until their successors are duly elected and Dissolution pursuant to which the Portfolio’s assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders; andqualified.2. To transact such other business as may properly come before the meeting orand any adjournment or adjournments thereof. Shares of the Portfolio are offered only to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). Portfolio shares held in separate accounts which are attributable to the Policies will be voted by the respective insurance company in accordance with instructions received from the owners of the Policies (“Policyowners”). This Notice of Special Meeting of and the accompanying proxy statement and voting instruction form are being delivered to Policyowners of record at the close of business on February 21, 2007 so that they may instruct their insurance company asJune 5, 2012 will be entitled to the manner in which the Portfolio shares held by their Policies should be votedreceive notice of and to vote at the meeting.Your vote is important. Please complete, date and sign the enclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.By Order of the BoardBoards,Janette E. Farragher Secretary New York, New York June 11, 2012
__________________Each of TrusteesMichael A. RosenbergSecretarythe Funds is a "series" investment company comprised of separate portfolios, each of which may be referred to as a Fund, as applicable, in the Proxy Statement. For a list of the series, see Schedule 1 to the Proxy Statement.New York, New YorkFebruary 16, 2007DREYFUS INVESTMENT PORTFOLIOSCORE BOND PORTFOLIOMeetingMeetings of ShareholdersMonday, April 16, 2007proxy statementProxy Statement is furnished in connection with a solicitation of proxies by each of the Boardrespective Boards of Trustees ofDreyfus Institutional Cash Advantage Funds ("DICAF"), Dreyfus Institutional Preferred Money Market Funds ("DIPMMF"), Dreyfus Institutional Reserves Funds ("DIRF"), Dreyfus Investment Portfolios (the “Fund”("DIP"), on behalf of its series, Core Bond Portfolio (the “Portfolio” and Dreyfus Opportunity Funds ("DOF"), (each, a "Fund" and, collectively, the "Funds") to be used at the Special Meeting of Shareholders (the “Meeting”"Meeting") of the Portfolioeach Fund to be held on Monday, April 16, 2007Friday, August 3, 2012 at 12:3000 p.m., at the offices of The Dreyfus Corporation (“Dreyfus”("Dreyfus"), 200 Park Avenue, 7th8th Floor, New York, New York 10166, and at any and all adjournments thereof, for the purposes set forth in the accompanying Notice of Special MeetingMeetings of Shareholders. Shares of the Portfolio are offered only to separate accounts established by insurance companies (“Participating Insurance Companies”) to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). The Participating Insurance Company’s separate accounts are the shareholders of the Portfolio. However, pursuant to applicable laws, Portfolio shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies (“Policyowners”). As a Policyowner Shareholders of record at the close of business on February 21, 2007, you have the rightJune 5, 2012 are entitled to instruct your Participating Insurance Company as to the manner in which shares of the Portfolio attributable to your Policy should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. To be effective, voting instructions must be received by the Participating Insurance Company before the close of business on April 13, 2007 (the “Effective Time”). Such instructions may be revoked at any time prior to the Effective Time by writtenreceive notice of revocation or another voting instruction form deliveredand to vote at the Participating Insurance Company.PortfolioFund share held and a fractional votevotes for each fractional PortfolioFund share held. HoldersShareholders can vote only on matters affecting the Fund(s) of Initial shareswhich they are shareholders. Shares represented by executed and Service sharesunrevoked proxies will vote together as a group onbe voted in accordance with the proposal. Asspecifications made thereon. If any enclosed form of February 8, 2007, 1,545,732.524 Initial sharesproxy is executed and 3,213,560.327 Service shares ofreturned, it nevertheless may be revoked by another proxy by calling the Portfolio’s beneficial interests were issued and outstanding. Participating Insurance Companies will vote Portfolio shares attributable to Policies as to which no executed voting instruction forms are receivedtoll-free telephone number, through the Internet or by the Effective Time, as well as Portfolio shares not attributable to Policies (e.g., representing accrued fees payableletter directed to the relevant Participating Insurance CompanyFund, which must indicate the shareholder's name and account number. To be effective, such revocation must be received before the Meeting. In addition, any shareholder who attends the Meeting in person may vote by ballot at the separate account)Meeting, thereby canceling any proxy previously given.owned exclusively by the Participating Insurance Company or its affiliates, in the same proportion (for, against or abstain) as theotherwise provide voting instructions timely received from Policyowners. Additional information regarding voting instruction rightswith respect to each such Fund.provided in the prospectus and/or statement of additional information for the Policies. The approximate mailing date ofset forth on Schedule 2 to this proxy statement and the accompanying voting instruction card is February 26, 2007. Proxy Statement. Fund’s principal executive offices of each Fund are located at 200 Park Avenue, New York, New York 10166, and its phone number is 1-800-554-4611.10166. Copies of the Portfolio’seach Fund's most recent Annual Report isand, if applicable, Semi-Annual Reports are available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, Attention: Institutional Servicing,11556, or by calling toll-free 1-800-554-4611.1-800-DREYFUS.PROPOSAL 1: TO APPROVE A PLAN IMPORTANT NOTICE REGARDING INTERNET THIS PROXY STATEMENT AND COPIES OF EACH FUND'S MOST RECENT LIQUIDATION AND DISSOLUTION PURSUANT TO WHICH THE PORTFOLIO’S ASSETS WILL BELIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERSBOARD MEMBERSIntroduction On February 16, 2007,. It is proposed that shareholders of each Fund consider the Fund’selection of the individuals listed below (the "Nominees") as Board members of Trustees, including a majoritytheir Fund as indicated. The Nominees were selected and nominated by those members of Trusteesthe present Boards of the relevant Funds who are not “interested persons” of the Fund,"interested persons," as defined byin the Investment Company Act of 1940, as amended (the “1940 Act”"1940 Act"), approved a Plan of Liquidation and Dissolution (the “Plan”) in the form attached to this proxy statement. The Plan provides for the liquidation of the Portfolio’s assetsFunds ("Independent Board members"). Gordon J. Davis currently serves as a Board member of other funds in The Dreyfus Family of Funds. Benaree Pratt Wiley and Nathan Leventhal currently serve as Board members of all of the distributionFunds, as well as other funds in The Dreyfus Family of Funds; they were elected by the Board members of the Funds, but their election has not been proposed to shareholders of the cash proceedsFunds, until now. Each Nominee has consented to being named in this Proxy Statement and has agreed to serve as a Board member of the liquidation after paying or providingindicated Funds if elected.paymentelection of the Nominees unless authority to vote for any or all of the Nominees is withheld in the proxy. Each Nominee elected will serve as an Independent Board member of the respective Fund (for Mr. Davis, subject to the discretion of the Board, on or about September 1, 2012) until his or her successor is duly elected and qualified. It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but, if that should occur prior to the Meeting, the proxy holders will vote for such other nominee or nominees as the Funds' Independent Board members may recommend.debtsBoard members) meets during its regularly scheduled and liabilitiesspecial meetings, and between meetings the Audit Committee chair is available to the Funds' independent auditors and the Funds' Chief Financial Officer. Each Board also receives periodic presentations from senior personnel of Dreyfus and its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending. As warranted, each Board also receives informational reports from the Board's independent legal counsel regarding regulatory compliance and governance matters. Each Board has adopted policies and procedures designed to address certain risks to the Funds. In addition, Dreyfus and other service providers to the Funds have adopted a variety of policies, procedures and controls designed to address particular risks to the Funds. Different processes, procedures and controls are employed with respect to different types of risks. However, it is not possible to eliminate all of the Portfolio.risks applicable to the Funds, and the Boards' risk management oversight is subject to inherent limitations.Fund’s1940 Act requires that at least 40% of each Fund's Board members be Independent Board members and as such not affiliated with Dreyfus. To rely on certain exemptive rules under the 1940 Act, a majority of the Funds' Board members must be Independent Board members, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board members. Currently, all of the Funds' Board members, including the Chairman of the Boards, are Independent Board members. The Boards have determined that their leadership structure, in which the Chairman of the Boards is not affiliated with Dreyfus, is appropriate in light of the specific characteristics and circumstances of the Funds, including, but not limited to: (i) services that Dreyfus and its affiliates provide to the Funds and the potential conflicts of interest that could arise from these relationships; (ii) the extent to which the day-to-day operations of the Funds are conducted by Fund officers and employees of Dreyfus or its affiliates; and (iii) the Boards' oversight role in management of the Funds.Nominee for all Funds and Board Member if Elected Current Board Members and Nominees for all Funds Principal, The Wiley Group, a firm specializing in strategy and business development (2005 - present) Current Board Members for all Funds Corporate Director and Trustee President of Alexander & Associates, Inc., a management consulting firm (1981 - present) Board member of 27 funds in The Dreyfus Family of Funds (45 portfolios) Partner of Chadbourne & Parke LLP Board member of 16 funds in The Dreyfus Family of Funds (25 portfolios) Economist and Senior Fellow at The Brookings Institution Board member of 15 funds in The Dreyfus Family of Funds (23 portfolios) 1 Mr. Davis currently is a Board member of 21 other funds in The Dreyfus Family of Funds, although he will resign as a Board member of certain of these funds effective September 1, 2012. If elected at the Meeting, he will be a Board member of 20 funds as of September 1, 2012. directedbeen a Dreyfus Family of Funds Board member for over fifteen years. Additional information about each Nominee and Board member follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Nominee or Board member possesses which the Board believes have prepared them to be effective Board members. The Boards believe that the Plan be submitted to Portfolio shareholderssignificance of each Board member's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for approval. The Portfolio commenced operations on May 1, 2000,one Board member may not have the same value for another) and as of January 12, 2007, had total assets of approximately $60.9 million. The Portfolio has not achieved the asset growth expected by Dreyfus, the Portfolio’s investment adviser,that these factors are best evaluated at the timeBoard level, with no single Board member, or particular factor, being indicative of Board effectiveness. However, the Portfolio commenced operationsBoards believe that Board members need to have the ability to critically review, evaluate, question and Dreyfus believes it is unlikely that the Portfolio will experience material growthdiscuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in assetsorder to exercise effective business judgment in the foreseeable future.performance of their duties; the Boards believe that their members and Nominees satisfy this standard. Experience relevant to having this ability may be achieved through a Board member's educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Boards of the Funds) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. The Portfolio’s asset size resultscharter for the Boards' nominating committees contains certain other factors considered by the committees in fixed expenses remaining high (before fee waiversidentifying and evaluating potential Board member nominees. To assist them in evaluating matters under federal and state law, the Board members are counseled by their independent legal counsel, who participates in Board meetings and interacts with Dreyfus; counsel to the Funds and the Boards have significant experience advising funds and fund board members. The Boards and their committees have the ability to engage other experts as appropriate. Each Board evaluates its performance on an annual basis.· · · · · · · expense reimbursements by Dreyfus)skills described above, a Fund's Nominating Committee (see "Fund Board Committees" below) may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes. Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to total assets. In addition, because ofdiversity considerations. The Funds' Nominating Committee Charter contains certain inefficiencies,other factors considered by the higher relative costsCommittee in identifying and disadvantageous economies of scale attendant with the Portfolio’s asset base, Dreyfus and the Fund’s Board have concluded that it would beevaluating potential nominees (including any nominees recommended by shareholders as provided in the best interestsNominating Committee Charter). A copy of the PortfolioFunds' Nominating Committee Charter and Procedures is not available on the Funds' or Dreyfus' website, but is attached as Exhibit B to this Proxy Statement.shareholdersBoard members its allocated portion of an annual retainer and Policyowners to liquidatea fee per meeting attended for the Portfolio.Board Consideration In reaching its decision to approve the PlanFund and to submit it to shareholders for their approval, the Fund’s Board considered the circumstances facing the Portfolio. The Board considered information provided by Dreyfus after management of Dreyfus reviewed theother funds in theThe Dreyfus Family of Funds, and concludedreimburses them for their expenses. The Chairman of the Boards receives an additional 25% of such compensation. For information on the amount of compensation paid to each current Board member by a Fund for the Fund's last fiscal year, and paid by all funds in The Dreyfus Family of Funds for which such person was a Board member for the year ended December 31, 2011, see Exhibit A to this Proxy Statement.it wouldthe continued wise guidance and input such experienced Board members can provide merited the establishment of the Program. Under the Board Member Emeritus Program, for a Board member whose first service on the Board of any fund in The Dreyfus Family of Funds occurred before September 30, 2008, upon reaching age 72, such Board member is entitled to elect Emeritus status with respect to each Fund if he or she has served on the Board of a Fund for at least 10 years. Upon reaching age 80, Emeritus status is mandatory and becomes effective immediately, unless the Board member chooses to retire at that time. The 10-year pre-requisite for service as a Fund Board member will be appropriatewaived for a Board member who reaches age 80 but has not served as a Board member of a Fund for at least 10 years. For a Board member whose first service on the Board of any fund in The Dreyfus Family of Funds occurs after September 30, 2008, upon reaching age 72, such Board member is entitled to reduceelect Emeritus status with respect to each Fund if he or she has served on the numberBoard of smallera Fund for at least 5 years. Upon reaching age 75, Emeritus status is mandatory and less efficient fundsbecomes effective immediately, unless the Board member chooses to retire at that time. The 5-year pre-requisite for service as a Fund Board member will not be waived and recommendedany such Board member who reaches age 75 but has not served as a Board member of a Fund for at least 5 years will be required to retire at that time.that the Portfoliomeetings, but is under no fiduciary obligation with respect to a Fund; (iii) is not subject to election by Fund shareholders; and (iv) is eligible to be liquidated. The Board considered, among other factors, the following: (i) the Portfolio’s failure to attain relative asset growth needed to achieve efficient investment operations in the view of management; (ii) the Portfolio’s limited prospects for future growth; (iii) the understanding that Participating Insurance Companies will permit their Policyowners to make their own decisions regarding reinvestment of their Policy values allocatedindemnified to the Portfolio throughfullest extent permitted under a Fund's governing documents, as amended from time to time.transfer instruction process;amount paid as a retainer at the time the Board member achieves Emeritus status and (iv)one-half the fact that the consummation of the liquidation as proposed willnot create any federal income tax liability for Policyowners. Furthermore, the Fund’s Board concluded that the Plan was more appropriate than a merger of the Portfolio into a designated fund since Policyowners will be able to provide individualized instructions as to the transfer of the Portfolio’s liquidated assets into another investment option available from their Participating Insurance Company, without adverse tax consequences to them. After careful consideration of these and other relevant factors, the Fund’s Board concluded that approval of the Plan wasper meeting attendance fee in the best interests of shareholders and Policyowners and directed that the Plan be submitted to shareholders of the Portfolio for approval. The Fund is not required to seek federal or state regulatory approval of the Plan or the liquidation of the Portfolio.Description of the Plan and the Liquidation The Plan will become effectiveeffect on the date it is approved by shareholders of the Portfoliomeeting attended by the Emeritus Board member (the “Effective Date”"Emeritus Fee"). WithinFor a reasonable periodBoard member whose first service on the Board of timeany fund in The Dreyfus Family of Funds occurs after the Effective Date, the PortfolioSeptember 30, 2008, he or she will convert all of its assets to cash and will not engage in any business activity except for the purpose of winding up its business and affairs and preserving the value of its assets. On or about April 30, 2007, but not later than sixty days after the Effective Date, the Portfolio will distribute its assets to shareholders, after the payment (or reservation of assets for payment) to all creditorsreceive 50% of the Portfolio, in redemption and cancellationEmeritus Fee, plus an additional 10% of the outstanding sharesEmeritus Fee for each year of the Portfolio. Before making the final liquidating distribution, however, the Portfolio will continue to honor requestsservice between six and ten years as a Board member. Emeritus Board members are reimbursed for the redemption of shares and may, as determined to be appropriate by the Fund’s Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares. The date on which the Portfolio makes the liquidating distribution of its assets to shareholders and redeems and cancels its outstanding shares will be known as the “Liquidation Date.” The proportionate interest of each shareholder in the assets of the Portfolio will be fixed on the basis of the shareholder’s respective holdings as of the close of business on the Liquidation Date. On such date, the books of the Portfolio will be closed and the Portfolio will cease operations and will not engage in any business activities except for purposes of winding up its business and affairs. The Fund’s Board has been advised by each Participating Insurance Company that, in order to avoid the potential of current taxation of a distribution, prior to or immediately following the distribution of liquidation proceeds to shareholders, the Participating Insurance Company will reinvest the redemption or cash proceeds distributed to its separate account by transferring the proceeds from the subaccount that held Portfolio shares to other subaccounts pursuant to transfer instructions timely received from Policyowners. For Policies as to which the Policyowners have not provided timely transfer instructions, the Participating Insurance Company will transfer the value of their Policies to a money market fund designated by the Participating Insurance Company. Transfer instructions and information as to the investment options will be provided by your Participating Insurance Company. Dreyfus will bear allreasonable expenses incurred in connection with carrying outattending Board meetings.Plan, includingFund's Independent Board members. Each of DIP and DOF also has a Pricing Committee comprised of any one or more of the Board members, the function of which is to assist in valuing the Fund's investments. For information on the number of committee meetings held during each Fund's last fiscal year, see Exhibit A to this Proxy Statement.auditing expensesregulatory requirements and printing, mailing, solicitationthe independent registered public accounting firm's qualifications, independence and miscellaneous expenses arising from the liquidation, but excluding the cost of liquidating portfolio investments (e.g., brokerage commissionsperformance.other transaction expenses) in preparation for and in connection with the Portfolio’s liquidation. Normal operating expensesnominating persons as members of the Portfolio will be borneBoard for election or appointment by the PortfolioBoard and for election by shareholders. In evaluating potential nominees, including any nominees recommended by shareholders, the Nominating Committee takes into consideration various factors listed in the same manner as such expenses would have been borne absent a liquidation.Plan also provides that the Fund’s Board shall have the authority to authorize such variationsNominating Committee will consider recommendations for nominees from or amendmentsshareholders submitted to the provisionsSecretary of the PlanFund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166, which include information regarding the recommended nominee as may be necessary orspecified in the Nominating Committee Charter.to effectcompensation for serving on the complete liquidation and dissolutionBoard.the Portfolio, as well as the other purposes generally to be accomplished by the Plan. If shareholders of the Portfolio fail to approve the Plan, the Portfolio will not be liquidated and will continue to operate and be managed in accordance with its investment objective and policies as currently in effect. However, in such case, the Fund’s Board would determine what alternative action, if any, should be taken.Vote Required and Board of Trustees’ Recommendation Approval of this proposala Nominee requires the affirmative vote of a plurality of votes cast at the Meeting for the election of Board members of the Fund.Portfolio’s shares outstanding and entitledIndependent Board members of the Fund. One of the purposes of each Fund's Audit Committee is to vote.THE FUND’S BOARD OF TRUSTEES, INCLUDING THE “NON-INTERESTED” TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”APPROVAL OF THE PLANADDITIONAL INFORMATIONInformation Pertainingrecommend to the Fund's Board the selection, retention or termination of the independent auditors for the Fund. Each Fund's Audit Committee recommended, and each Fund's Board, including a majority of its Independent Board members, approved, the selection of Ernst & Young LLP ("Ernst & Young") as such Fund's independent auditors for the Fund's current fiscal year. Representatives of Ernst & Young are expected to be present at the Meeting and will have an opportunity to make a statement (if the representatives so desire) and to respond to appropriate questions.Distributor Dreyfus, the Portfolio’s investment adviser, is located at 200 Park Avenue, New York, New York 10166, and is a wholly-owned subsidiary of Mellon Financial Corporation (“Mellon Financial”). Founded in 1947, Dreyfus manages more than $191 billion in approximately 200 mutual fund portfolios. On December 4, 2006, Mellon Financial and The Bank of New York Company, Inc. (“BNY”) announced that they had entered into a definitive agreement to merge. The new company will be called The Bank of New York Mellon Corporation. As part of this transaction, Dreyfus would become a wholly-owned subsidiary of The Bank of New York Mellon Corporation. The transaction is subject to certain regulatory approvals and the approval of BNY’s and Mellon Financial’s shareholders, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Mellon Financial and BNY expect the transaction to be completed in the third quarter of 2007. Dreyfus Service Corporation, a wholly-owned subsidiary of Transfer Agentthe Portfolio’seach Fund's investment adviser. Voting instructions are being solicited byParticipating Insurance Companies by mail.cost of soliciting proxies based on the net assets of the Fund. In addition to the use of the mails, voting instructionsmail, proxies may be solicited personally or by telephone, by representativesand each Fund may pay persons holding Fund shares in their names or those of the Participating Insurance Companies. Participating Insurance Companies may be paidtheir nominees for their expenses in sending soliciting materials to their Policyowners. An outside firmprincipals. Certain Funds may be retainedretain a proxy solicitor to assist in the solicitation of voting instructions,proxies primarily by contacting Policyownersshareholders by telephone.voting instruction formsproxies will be voted in accordance with the specificationspecifications made thereon, and if no voting instructions are given, on such voting instruction forms, the shares will be voted “FOR”"FOR" the proposal. Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to the Fund a written notice of revocation or a subsequently executed proxy, by calling the toll-free telephone number, through the Internet or by attending the Meeting and voting in person.voting instruction formproxy is properly executed and returned accompanied by instructions to withhold authority to vote or represents a broker "non-vote" (that is, marked with an abstention (collectively, “abstentions”a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote Fund shares and the broker or nominee does not have a discretionary power to vote on the proposal) (together, "abstentions"), the PortfolioFund shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote in favor of the proposal. For this reason, abstentions will have the effect of"FOR" a “no” vote for the purpose of obtaining the requisite vote to approve the proposal. A quorum is constituted by the presence in person or by proxy of the holders of at least thirty percent of the Portfolio’s outstanding shares entitled to vote at the Meeting. Because the Participating Insurance Companies hold of record all of the Portfolio’s shares, it is anticipated that all such shares will be present at the Meeting. In the event sufficient votes to approve the proposal are not received, the Participating Insurance Companies may propose one or more adjournments of the Meeting to permit further solicitation of voting instructions. Any adjournment will require the affirmative vote by the holders of a majority of the Portfolio’s shares eligible to vote that are represented at the Meeting in person or by proxy. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Policyowners withNominee.the reasons for the solicitation. Generally, votes cast “for” the proposal will be voted in favor of such adjournment, and votes cast “against” the proposal will be voted against any adjournment (abstentions will be voted for or against adjournment in proportion to the shares voted “for” or “against” the proposal).Portfolio Share Ownership As of February 8, 2007, none of the Fund’s Trustees and officers owned Portfolio shares. As of February 8, 2007, the following Participating Insurance Companies were known by the Fund to own 5% or more of the Portfolio’s outstanding voting securities. Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a fund’s total outstanding shares may be deemed a “control person” (as defined in the 1940 Act) of the fund.Name and Address of Participating Insurance Company Percent ofPortfolioShares OutstandingTransAmerica Occidental Life Insurance CompanySeparate Account VA-2L4333 Edgewood Road, NECedar Rapids, IA 5249976.40%(Initial shares)79.84%(Service shares)First TransAmerica Life Insurance CompanySeparate Account VA-2LNY4333 Edgewood Road, NECedar Rapids, IA 5249923.60%(Initial shares)TransAmerica Financial Life Insurance Company4333 Edgewood Road, NECedar Rapids, IA 5249911.90%(Service shares)TransAmerica Life Insurance Company4333 Edgewood Road, NECedar Rapids, IA 524996.24%(Service shares) The proportionate voting policy described in this proxy statement may result in certain Policyowners’ instructions affecting the vote of 5% or more of the Portfolio’s total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.* * * * * Other Matters The Fund’s Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the proxies in accordance with their judgment on such matter. The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE.Dated: February 16, 2007EXHIBIT APLAN OF LIQUIDATION AND DISSOLUTION The following Plan of Liquidation and Dissolution (the “Plan”) of the Core Bond Portfolio (the “Portfolio”Dreyfus-sponsored individual retirement accounts ("IRAs"), a series of Dreyfus Investment Portfolios (the “Fund”), a trust organized and existing under the laws ofIndividual Retirement Custodial Account Agreement governing the Commonwealth of Massachusetts, registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), is intended to accomplish the complete liquidation and dissolution of the Portfolio in conformity with the provisions of the Fund’s Amended and Restated Agreement and Declaration of Trust, dated February 27, 1998 (the “Declaration of Trust”), and applicable Massachusetts law. WHEREAS, the Fund’s Board of Trustees (the “Board”), including a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act), has deemed that it is advisable and in the best interests of the Portfolio and its shareholders to liquidate and to dissolve the Portfolio, and the Board, on February 16, 2007, considered the matter and determined to recommend the termination of the Portfolio pursuant to this Plan; NOW, THEREFORE, the liquidation and dissolution of the Portfolio shall be carried out in the manner hereinafter set forth: 1. Effective Date of Plan. The Plan shall be and become effective only upon the adoption and approval of the Plan at a meeting of shareholders of the Portfolio called for the purpose of voting upon the Plan. Approval of the Plan is to be determined by the affirmative vote of a majority of the Portfolio’s shares outstanding and entitled to vote on the Plan. The date of such adoption and approval of the Plan by shareholders is hereinafter called the “Effective Date.” 2. Dissolution. Consistent with the provisions of this Plan, the Portfolio shall be liquidated and dissolved pursuant to applicable provisions of Massachusetts law and the Declaration of Trust within a reasonable period of time after the Effective Date. 3. Cessation of Business. After the Effective Date, the Portfolio shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of this Plan after the payment (or reservation of assets for payment) to all creditors of the Portfolio; provided that the Portfolio shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares. 4. Liquidation of Assets. The Portfolio shall cause the liquidation of its assets to cash, consistent with the terms of the Plan. 5. Payment of Debts. As soon as practicable after the Effective Date, the Portfolio shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below. 6. Liquidating Distribution. Within 60 days of the Effective Date, the Portfolio will provide the following to each shareholder of record who has not redeemed its shares: (i) a liquidating distribution equal to the shareholder’s proportionate interest in the remaining assets of the Portfolio (after the payments and creation of the reserves contemplated by Section 5 above); and (ii) information concerning the sources of the liquidating distribution. 7. Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Portfolio and The Dreyfus Corporation, the Portfolio’s investment adviser, all expenses incurred by or allocable to the Portfolio in carrying out the Plan and dissolving the Portfolio, excluding the cost (if any) of liquidating portfolio investments in preparation for and in connection with the liquidation, shall be borne by The Dreyfus Corporation. 8. Power of the Board. The Board and, subject to the general direction of the Board, the officers of the Fund, shall have authority to do or authorize any and all acts and things as provided for in the Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of the Plan, including without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement the Plan or which may be required by the provisions of the 1940 Act, the Securities Act of 1933, as amended, and applicable Massachusetts law and the Declaration of Trust. 9. Amendment of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisions of the Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the dissolution, complete liquidation and termination of the existence of the Portfolio, and the distribution of assets to shareholders in accordance with the purposes intended to be accomplished by the Plan.DREYFUS INVESTMENT PORTFOLIOSCORE BOND PORTFOLIO[PARTICIPATING INSURANCE COMPANY] The undersigned owner of one or more variable annuity contracts or variable life insurance policies (collectively, the “Policies”) offered by the indicated insurance company (the “Participating Insurance Company”) hereby instructs the Participating Insurance Company to vote as indicated herein all of the shares of beneficial interest of the Core Bond Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held in each separate account attributable to the Policies at the close of business on February 21, 2007 at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 12:30 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSAL. If you fail to return this Voting Instruction Card, the Participating Insurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Portfolio actually received from Policyowners in the separate account.By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.Dated:________________, 2007__________________________Signature(s)__________________________Signature(s)Sign, Date and Return this FormPromptly Using theEnclosed EnvelopeFOLD AND DETACH HEREPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DONOT USE FINE POINT PENS.VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.|_| FOR|_| AGAINST|_| ABSTAIN2.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments thereof.DREYFUS INVESTMENT PORTFOLIOSCORE BOND PORTFOLIO The undersigned hereby appoints Joseph M. Chioffi and Jeff Prusnofsky, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote as indicated herein, all of the shares of beneficial interest of the Core Bond Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held at the close of business on February 21, 2007, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 12:30 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.Dated:________________, 2007__________________________Signature(s)__________________________Signature(s)Sign, Date and Return this FormPromptly Using theEnclosed EnvelopeFOLD AND DETACH HEREPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DONOT USE FINE POINT PENS.VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.|_| FOR|_| AGAINST|_| ABSTAIN2.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments thereof.[PARTICIPATING INSURANCE COMPANY LOGO]____________, 2007Dear Policyowner:We would like to take this opportunity to inform you of the proposed liquidation of the Core Bond Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), and to request your voting instructions on this matter. As the owner of a variable annuity contract or variable life insurance policy issued by [Participating Insurance Company] who has invested in the Portfolio, you are entitled to provide us with your voting instructions. The Portfolio commenced operations on May 1, 2000. Recently, the Fund’s Board of Trustees voted to recommend the liquidation of the Portfolio because the Portfolio’s net assets have grown to only $60.9 million and it is unlikely the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio’s asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements) relative to total assets.In order to liquidate the Portfolio, the Fund must obtain the consent of its shareholders. The Portfolio’s shareholders are insurance companies, including [Participating Insurance Company], whose variable contract/policyowners are invested in the Portfolio. Each insurance company must give its variable contract/policyowners of record as of the close of business on February 21, 2007, the right to instruct the insurance company as to the manner in which shares of the Portfolio attributable to the owner’s variable contract/policy should be voted. If approved by shareholders, the liquidation is expected to occur on or about April 30, 2007.The proposed liquidation of the Portfolio will not in any way affect your rights or the obligations of [Participating Insurance Company] under your variable contract/policy. Furthermore, [Participating Insurance Company] has been advised by counsel that, if carried out, the proposed liquidation, followed by the transfer of the variable contract/policy value to an alternative subaccount, will not create any federal income tax liability for variable contract/policyowners.To assist you in giving us your instructions, a Voting Instruction Card is enclosed that reflects the number of shares of the Portfolio for which you are entitled to give us voting instructions. In addition, a Notice of Special Meeting of Shareholders and a Proxy Statement are enclosed which further describe the matters to be voted on at the Special Meeting of Shareholders.From the date of this letter until 30 days after the date of liquidation, you will be permitted to make one free transfer of the entire variable contract/policy value that you have invested in the Portfolio to other investment funds available under your variable contract/policy. Any limitations on transfers under your variable contract/policy will not be affected by this free transfer. To assist you in giving us your transfer instructions, a Transfer Instruction Card is enclosed. Please note that you also may make your transfer on our website, www.___________.com, or by calling 1-800-___-____.If the Portfolio is liquidated and you have not transferred your variable contract/policy value out of the Portfolio by the date of the liquidation, your contract/policy value invested in shares of the Portfolio will be transferred automatically to the subaccount that invests in _________.YOUR VOTING INSTRUCTIONS ARE IMPORTANT. Please read the enclosed proxy materials and complete, date and sign the enclosed Voting Instruction Card. It is also important that you consider using your free transfer right to transfer your variable contract/policy value out of the Portfolio prior to the date of the liquidation.PLEASE ALSO PROVIDE US WITH YOUR TRANSFER INSTRUCTIONS. If you have any questions regarding this matter, please call 1-800-___-____ for assistance. We look forward to assisting you in your insurance and investment needs in 2007 and beyond.Sincerely,[Participating Insurance Company]DREYFUS INVESTMENT PORTFOLIOSEMERGING LEADERS PORTFOLIONotice of Special Meeting of ShareholdersTo the owners of variable annuity contracts and variable life insurance policies entitled to give voting instructions: A Special Meeting of Shareholders of the Emerging Leaders Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios, will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 1:00 p.m., for the following purposes:1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio’s assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders; and2.To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof. Shares of the Portfolio are offered only to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). Portfolio shares held in separate accounts which are attributable to the Policies will be voted by the respective insurance company in accordance with instructions received from the owners of the Policies (“Policyowners”). This Notice of Special Meeting of Shareholders and the accompanying proxy statement and voting instruction form are being delivered to Policyowners of record at the close of business on February 21, 2007 so that they may instruct their insurance company as to the manner in which the Portfolio shares held by their Policies should be voted at the meeting.Your vote is important. Please complete, date and sign the enclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.By Order of the Board of TrusteesMichael A. RosenbergSecretaryNew York, New YorkFebruary 16, 2007DREYFUS INVESTMENT PORTFOLIOSEMERGING LEADERS PORTFOLIOPROXY STATEMENTSpecial Meeting of Shareholdersto be held on Monday, April 16, 2007 This proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees of Dreyfus Investment Portfolios (the “Fund”), on behalf of its series, Emerging Leaders Portfolio (the “Portfolio”), to be used at the Special Meeting of Shareholders (the “Meeting”) of the Portfolio to be held on Monday, April 16, 2007 at 1:00 p.m., at the offices of The Dreyfus Corporation (“Dreyfus”), 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Shares of the Portfolio are offered only to separate accounts established by insurance companies (“Participating Insurance Companies”) to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). The Participating Insurance Company’s separate accounts are the shareholders of the Portfolio. However, pursuant to applicable laws, Portfolio shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies (“Policyowners”). As a Policyowner of record at the close of business on February 21, 2007, you have the right to instruct your Participating Insurance Company as to the manner in which shares of the Portfolio attributable to your Policy should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. To be effective, voting instructions must be received by the Participating Insurance Company before the close of business on April 13, 2007 (the “Effective Time”). Such instructions may be revoked at any time prior to the Effective Time by written notice of revocation or another voting instruction form delivered to the Participating Insurance Company. Shareholders are entitled to one vote for each Portfolio share held and a fractional vote for each fractional Portfolio share held. Holders of Initial shares and Service shares will vote together as a group on the proposal. As of February 8, 2007, 867,100.924 Initial shares and 626,604.727 Service shares of the Portfolio’s beneficial interests were issued and outstanding. Participating Insurance Companies will vote Portfolio shares attributable to Policies as to which no executed voting instruction forms are received by the Effective Time, as well as Portfolio shares not attributable to Policies (e.g., representing accrued fees payable to the relevant Participating Insurance Company by the separate account) or owned exclusively by the Participating Insurance Company or its affiliates, in the same proportion (for, against or abstain) as the voting instructions timely received from Policyowners. Additional information regarding voting instruction rights is provided in the prospectus and/or statement of additional information for the Policies. The approximate mailing date of this proxy statement and the accompanying voting instruction card is February 26, 2007. The Fund’s principal executive offices are located at 200 Park Avenue, New York, New York 10166, and its phone number is 1-800-554-4611.Copies of the Portfolio’s most recent Annual Report is available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, Attention: Institutional Servicing, or by calling toll-free 1-800-554-4611.PROPOSAL 1: TO APPROVE A PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO WHICH THE PORTFOLIO’S ASSETS WILL BELIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERSIntroduction On February 16, 2007, the Fund’s Board of Trustees, including a majority of Trustees who are not “interested persons” of the Fund, as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), approved a Plan of Liquidation and Dissolution (the “Plan”) in the form attached to this proxy statement. The Plan provides for the liquidation of the Portfolio’s assets and the distribution to shareholders of the cash proceeds of the liquidation after paying or providing for the payment of all debts and liabilities of the Portfolio. The Fund’s Board has directed that the Plan be submitted to Portfolio shareholders for approval. The Portfolio commenced operations on December 15, 1999, and, as of January 12, 2007, had total assets of approximately $32.6 million. The Portfolio has not achieved the asset growth expected by Dreyfus, the Portfolio’s investment adviser, at the time the Portfolio commenced operations and Dreyfus believes it is unlikely that the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio’s asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements by Dreyfus) relative to total assets. In addition, because of certain inefficiencies, the higher relative costs and disadvantageous economies of scale attendant with the Portfolio’s asset base, Dreyfus and the Fund’s Board have concluded that it would be in the best interests of the Portfolio and its shareholders and Policyowners to liquidate the Portfolio.Board Consideration In reaching its decision to approve the Plan and to submit it to shareholders for their approval, the Fund’s Board considered the circumstances facing the Portfolio. The Board considered information provided by Dreyfus after management of Dreyfus reviewed the funds in the Dreyfus Family of Funds and concluded that it would be appropriate to reduce the number of smaller and less efficient funds and recommended to the Board that the Portfolio be liquidated. The Board considered, among other factors, the following: (i) the Portfolio’s failure to attain relative asset growth needed to achieve efficient investment operations in the view of management; (ii) the Portfolio’s limited prospects for future growth; (iii) the understanding that Participating Insurance Companies will permit their Policyowners to make their own decisions regarding reinvestment of their Policy values allocated to the Portfolio through the transfer instruction process; and (iv) the fact that the consummation of the liquidation as proposed willnot create any federal income tax liability for Policyowners. Furthermore, the Fund’s Board concluded that the Plan was more appropriate than a merger of the Portfolio into a designated fund since Policyowners will be able to provide individualized instructions as to the transfer of the Portfolio’s liquidated assets into another investment option available from their Participating Insurance Company, without adverse tax consequences to them. After careful consideration of these and other relevant factors, the Fund’s Board concluded that approval of the Plan was in the best interests of shareholders and Policyowners and directed that the Plan be submitted to shareholders of the Portfolio for approval. The Fund is not required to seek federal or state regulatory approval of the Plan or the liquidation of the Portfolio.Description of the Plan and the Liquidation The Plan will become effective on the date it is approved by shareholders of the Portfolio (the “Effective Date”). Within a reasonable period of time after the Effective Date, the Portfolio will convert all of its assets to cash and will not engage in any business activity except for the purpose of winding up its business and affairs and preserving the value of its assets. On or about April 30, 2007, but not later than sixty days after the Effective Date, the Portfolio will distribute its assets to shareholders, after the payment (or reservation of assets for payment) to all creditors of the Portfolio, in redemption and cancellation of the outstanding shares of the Portfolio. Before making the final liquidating distribution, however, the Portfolio will continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Fund’s Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares. The date on which the Portfolio makes the liquidating distribution of its assets to shareholders and redeems and cancels its outstanding shares will be known as the “Liquidation Date.” The proportionate interest of each shareholder in the assets of the Portfolio will be fixed on the basis of the shareholder’s respective holdings as of the close of business on the Liquidation Date. On such date, the books of the Portfolio will be closed and the Portfolio will cease operations and will not engage in any business activities except for purposes of winding up its business and affairs. The Fund’s Board has been advised by each Participating Insurance Company that, in order to avoid the potential of current taxation of a distribution, prior to or immediately following the distribution of liquidation proceeds to shareholders, the Participating Insurance Company will reinvest the redemption or cash proceeds distributed to its separate account by transferring the proceeds from the subaccount that held Portfolio shares to other subaccounts pursuant to transfer instructions timely received from Policyowners. For Policies as to which the Policyowners have not provided timely transfer instructions, the Participating Insurance Company will transfer the value of their Policies to a money market fund designated by the Participating Insurance Company. Transfer instructions and information as to the investment options will be provided by your Participating Insurance Company. Dreyfus will bear all expenses incurred in connection with carrying out the Plan, including legal and auditing expenses and printing, mailing, solicitation and miscellaneous expenses arising from the liquidation, but excluding the cost of liquidating portfolio investments (e.g., brokerage commissions and other transaction expenses) in preparation for and in connection with the Portfolio’s liquidation. Normal operating expenses of the Portfolio will be borne by the Portfolio in the same manner as such expenses would have been borne absent a liquidation. The Plan also provides that the Fund’s Board shall have the authority to authorize such variations from, or amendments to, the provisions of the Plan as may be necessary or appropriate to effect the complete liquidation and dissolution of the Portfolio, as well as the other purposes generally to be accomplished by the Plan. If shareholders of the Portfolio fail to approve the Plan, the Portfolio will not be liquidated and will continue to operate and be managed in accordance with its investment objective and policies as currently in effect. However, in such case, the Fund’s Board would determine what alternative action, if any, should be taken.Vote Required and Board of Trustees’ Recommendation Approval of this proposalIRAs requires the affirmative vote of a majority of the Portfolio’s shares outstanding and entitled to vote.THE FUND’S BOARD OF TRUSTEES, INCLUDING THE “NON-INTERESTED” TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”APPROVAL OF THE PLANADDITIONAL INFORMATIONInformation Pertaining to the Investment Adviser and Distributor Dreyfus, the Portfolio’s investment adviser, is located at 200 Park Avenue, New York, New York 10166, and is a wholly-owned subsidiary of Mellon Financial Corporation (“Mellon Financial”). Founded in 1947, Dreyfus manages more than $191 billion in approximately 200 mutual fund portfolios. On December 4, 2006, Mellon Financial and The Bank of New York Company, Inc. (“BNY”) announced that they had entered into a definitive agreement to merge. The new company will be called The Bank of New York Mellon Corporation. As part of this transaction, Dreyfus would become a wholly-owned subsidiary of The Bank of New York Mellon Corporation. The transaction is subject to certain regulatory approvals and the approval of BNY’s and Mellon Financial’s shareholders,(the "Bank"), as well as other customary conditions to closing. Subject to such approvals and the satisfactioncustodian of the other conditions, Mellon Financial and BNY expect the transactionIRAs, to be completedvote Fund shares held in the third quarter of 2007. Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the Portfolio’s distributor.Voting Information Voting instructions are being solicited by the Participating Insurance Companies by mail. In addition to the use of the mails, voting instructions may be solicited personally or by telephone by representatives of the Participating Insurance Companies. Participating Insurance Companies may be paid for their expenses in sending soliciting materials to their Policyowners. An outside firm may be retained to assist in the solicitation of voting instructions, primarily by contacting Policyowners by telephone. Shares represented by executed and unrevoked voting instruction forms will be votedsuch IRA accounts in accordance with the specification made thereon, andIRA shareholder's instructions. However, if no voting instructions are given on such voting instruction forms, the shares will be voted “FOR” the proposal. If a voting instruction form is properly executed and returned accompanied by instructions to withhold authority to vote, or is marked with an abstention (collectively, “abstentions”), the Portfolio shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote in favor of the proposal. For this reason, abstentions will have the effect of a “no” vote for the purpose of obtaining the requisite vote to approve the proposal. A quorum is constituted by the presence in person or by proxy of the holders of at least thirty percent of the Portfolio’s outstanding shares entitled to vote at the Meeting. Because the Participating Insurance Companies hold of record all of the Portfolio’s shares, it is anticipated that all such shares will be present at the Meeting. In the event sufficient votes to approve the proposal are not received, the Participating Insurance CompaniesBank may propose one or more adjournments ofvote Fund shares held in the MeetingIRA in the same proportions as the Fund shares for which voting instructions are received from other Dreyfus IRA shareholders. Therefore, if an IRA shareholder does not provide voting instructions prior to permit further solicitation of voting instructions. Any adjournment will require the affirmative vote by the holders of a majority of the Portfolio’s shares eligible to vote that are represented at the Meeting in person or by proxy. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Policyowners with respect to the reasons for the solicitation. Generally, votes cast “for” the proposalBank will be voted in favor of such adjournment, and votes cast “against” the proposal will be voted against any adjournment (abstentions will be voted for or against adjournment in proportion to the shares voted “for” or “against” the proposal).Portfolio Share Ownership As of February 8, 2007, none of the Fund’s Trustees and officers owned Portfolio shares. As of February 8, 2007, the following Participating Insurance Companies were known by the Fund to own 5% or more of the Portfolio’s outstanding voting securities. Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a fund’s total outstanding shares may be deemed a “control person” (as defined in the 1940 Act) of the fund.Name and Address of Participating Insurance Company Percent ofPortfolioShares OutstandingTransAmerica Occidental Life Insurance CompanySeparate Account VA-2L4333 Edgewood Road, NECedar Rapids, IA 5249960.45%(Initial shares)74.30%(Service shares)First TransAmerica Life Insurance CompanySeparate Account VA-2LNY4333 Edgewood Road, NECedar Rapids, IA 5249922.10%(Initial shares)Libert Life Assurance Company of Boston100 Liberty WayDover, NH 038205.80%(Initial shares)TransAmerica Financial Life Insurance Company4333 Edgewood Road, NECedar Rapids, IA 5249915.87%(Service shares)Nationwide Insurance CompanyNWVA9P.O. Box 182029Columbus, OH 432189.73%(Service shares) The proportionate voting policy described in this proxy statement may result in certain Policyowners’ instructions affecting the vote of 5% or more of the Portfolio’s total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.* * * * *Other Matters The Fund’s Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the proxies in accordance with their judgment on such matter. The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE.Dated: February 16, 2007EXHIBIT APLAN OF LIQUIDATION AND DISSOLUTION The following Plan of Liquidation and Dissolution (the “Plan”) of the Emerging Leaders Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), a trust organized and existing under the laws of the Commonwealth of Massachusetts, registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), is intended to accomplish the complete liquidation and dissolution of the Portfolio in conformity with the provisions of the Fund’s Amended and Restated Agreement and Declaration of Trust, dated February 27, 1998 (the “Declaration of Trust”), and applicable Massachusetts law. WHEREAS, the Fund’s Board of Trustees (the “Board”), including a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act), has deemed that it is advisable and in the best interests of the Portfolio and its shareholders to liquidate and to dissolve the Portfolio, and the Board, on February 16, 2007, considered the matter and determined to recommend the termination of the Portfolio pursuant to this Plan; NOW, THEREFORE, the liquidation and dissolution of the Portfolio shall be carried out in the manner hereinafter set forth: 1. Effective Date of Plan. The Plan shall be and become effective only upon the adoption and approval of the Plan at a meeting of shareholders of the Portfolio called for the purpose of voting upon the Plan. Approval of the Plan is to be determined by the affirmative vote of a majority of the Portfolio’sIRA shares outstanding and entitled to vote on the Plan. The date of such adoption and approval of the Plan by shareholders is hereinafter called the “Effective Date.” 2. Dissolution. Consistent with the provisions of this Plan, the Portfolio shall be liquidated and dissolved pursuant to applicable provisions of Massachusetts law and the Declaration of Trust within a reasonable period of time after the Effective Date. 3. Cessation of Business. After the Effective Date, the Portfolio shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of this Plan after the payment (or reservation of assets for payment) to all creditors of the Portfolio; provided that the Portfolio shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares. 4. Liquidation of Assets. The Portfolio shall cause the liquidation of its assets to cash, consistent with the terms of the Plan. 5. Payment of Debts. As soon as practicable after the Effective Date, the Portfolio shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below. 6. Liquidating Distribution. Within 60 days of the Effective Date, the Portfolio will provide the following to each shareholder of record who has not redeemed its shares: (i) a liquidating distribution equal to the shareholder’s proportionate interest in the remaining assets of the Portfolio (after the payments and creation of the reserves contemplated by Section 5 above); and (ii) information concerning the sources of the liquidating distribution. 7. Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Portfolio and The Dreyfus Corporation, the Portfolio’s investment adviser, all expenses incurred by or allocable to the Portfolio in carrying out the Plan and dissolving the Portfolio, excluding the cost (if any) of liquidating portfolio investments in preparation for and in connection with the liquidation, shall be borne by The Dreyfus Corporation. 8. Power of the Board. The Board and, subject to the general direction of the Board, the officers of the Fund, shall have authority to do or authorize any and all acts and things as provided for in the Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of the Plan, including without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement the Plan or which may be required by the provisions of the 1940 Act, the Securities Act of 1933, as amended, and applicable Massachusetts law and the Declaration of Trust. 9. Amendment of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisions of the Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the dissolution, complete liquidation and termination of the existence of the Portfolio, and the distribution of assets to shareholders in accordance with the purposes intended to be accomplished by the Plan.DREYFUS INVESTMENT PORTFOLIOSEMERGING LEADERS PORTFOLIO[PARTICIPATING INSURANCE COMPANY] The undersigned owner of one or more variable annuity contracts or variable life insurance policies (collectively, the “Policies”) offered by the indicated insurance company (the “Participating Insurance Company”) hereby instructs the Participating Insurance Company to vote as indicated herein all of the shares of beneficial interest of the Emerging Leaders Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held in each separate account attributable to the Policies at the close of business on February 21, 2007 at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 1:00 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSAL. If you fail to return this Voting Instruction Card, the Participating Insurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Portfolio actually received from Policyowners in the separate account.By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.Dated:________________, 2007__________________________Signature(s)__________________________Signature(s)Sign, Date and Return this FormPromptly Using theEnclosed EnvelopeFOLD AND DETACH HEREPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DONOT USE FINE POINT PENS.VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.|_| FOR|_| AGAINST|_| ABSTAIN2.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments thereof.DREYFUS INVESTMENT PORTFOLIOSEMERGING LEADERS PORTFOLIO The undersigned hereby appoints Joseph M. Chioffi and Jeff Prusnofsky, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote as indicated herein, all of the shares of beneficial interest of the Emerging Leaders Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held at the close of business on February 21, 2007, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 1:00 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.Dated:________________, 2007__________________________Signature(s)__________________________Signature(s)Sign, Date and Return this FormPromptly Using theEnclosed EnvelopeFOLD AND DETACH HEREPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DONOT USE FINE POINT PENS.VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND’S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.|_| FOR|_| AGAINST|_| ABSTAIN2.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments thereof.[PARTICIPATING INSURANCE COMPANY LOGO]____________, 2007Dear Policyowner:We would like to take this opportunity to inform you of the proposed liquidation of the Emerging Leaders Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), and to request your voting instructions on this matter. As the owner of a variable annuity contract or variable life insurance policy issued by [Participating Insurance Company] who has invested in the Portfolio, you are entitled to provide us with your voting instructions. The Portfolio commenced operations on December 15, 1999. Recently, the Fund’s Board of Trustees voted to recommend the liquidation of the Portfolio because the Portfolio’s net assets have grown to only $32.6 million and it is unlikely the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio’s asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements) relative to total assets.In order to liquidate the Portfolio, the Fund must obtain the consent of its shareholders. The Portfolio’s shareholders are insurance companies, including [Participating Insurance Company], whose variable contract/policyowners are invested in the Portfolio. Each insurance company must give its variable contract/policyowners of record as of the close of business on February 21, 2007, the right to instruct the insurance company as to the manner in which shares of the Portfolio attributable to the owner’s variable contract/policy should be voted. If approved by shareholders, the liquidation is expected to occur on or about April 30, 2007.The proposed liquidation of the Portfolio will not in any way affect your rights or the obligations of [Participating Insurance Company] under your variable contract/policy. Furthermore, [Participating Insurance Company] has been advised by counsel that, if carried out, the proposed liquidation, followed by the transfer of the variable contract/policy value to an alternative subaccount, will not create any federal income tax liability for variable contract/policyowners.To assist you in giving us your instructions, a Voting Instruction Card is enclosed that reflects the number of shares of the Portfolio for which you are entitled to give us voting instructions. In addition, a Notice of Special Meeting of Shareholders and a Proxy Statement are enclosed which further describe the matters to be voted on at the Special Meeting of Shareholders.From the date of this letter until 30 days after the date of liquidation, you will be permitted to make one free transfer of the entire variable contract/policy value that you have invested in the Portfolio to other investment funds available under your variable contract/policy. Any limitations on transfers under your variable contract/policy will not be affected by this free transfer. To assist you in giving us your transfer instructions, a Transfer Instruction Card is enclosed. Please note that you also may make your transfer on our website, www.___________.com, or by calling 1-800-___-____.If the Portfolio is liquidated and you have not transferred your variable contract/policy value out of the Portfolio by the date of the liquidation, your contract/policy value invested in shares of the Portfolio will be transferred automatically to the subaccount that invests in _________.YOUR VOTING INSTRUCTIONS ARE IMPORTANT. Please read the enclosed proxy materials and complete, date and sign the enclosed Voting Instruction Card. It is also important that you consider using your free transfer right to transfer your variable contract/policy value out of the Portfolio prior to the date of the liquidation.PLEASE ALSO PROVIDE US WITH YOUR TRANSFER INSTRUCTIONS. If you have any questions regarding this matter, please call 1-800-___-____ for assistance. We look forward to assisting you in your insurance and investment needs in 2007 and beyond.Sincerely,[Participating Insurance Company]DREYFUS INVESTMENT PORTFOLIOSFOUNDERS DISCOVERY PORTFOLIONotice of Special Meeting of ShareholdersTo the owners of variable annuity contracts and variable life insurance policies entitled to give voting instructions: A Special Meeting of Shareholders of the Founders Discovery Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios, will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 1:30 p.m., for the following purposes:1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders; and2.To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof. Shares of the Portfolio are offered only to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). Portfolio shares held in separate accounts which are attributable to the Policies will be voted by the respective insurance company in accordance with instructions received from the owners of the Policies (“Policyowners”). This Notice of Special Meeting of Shareholders and the accompanying proxy statement and voting instruction form are being delivered to Policyowners of record at the close of business on February 21, 2007 so that they may instruct their insurance company as to the manner in which the Portfolio shares held by their Policies should be voted at the meeting.Your vote is important. Please complete, date and sign the enclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.By Order of the Board of TrusteesMichael A. RosenbergSecretaryNew York, New YorkFebruary 16, 2007DREYFUS INVESTMENT PORTFOLIOSFOUNDERS DISCOVERY PORTFOLIOPROXY STATEMENTSpecial Meeting of Shareholdersto be held on Monday, April 16, 2007 This proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees of Dreyfus Investment Portfolios (the “Fund”), on behalf of its series, Founders Discovery Portfolio (the “Portfolio”), to be used at the Special Meeting of Shareholders (the “Meeting”) of the Portfolio to be held on Monday, April 16, 2007 at 1:30 p.m., at the offices of The Dreyfus Corporation (“Dreyfus”), 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Shares of the Portfolio are offered only to separate accounts established by insurance companies (“Participating Insurance Companies”) to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). The Participating Insurance Company’s separate accounts are the shareholders of the Portfolio. However, pursuant to applicable laws, Portfolio shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies (“Policyowners”). As a Policyowner of record at the close of business on February 21, 2007, you have the right to instruct your Participating Insurance Company as to the manner in which shares of the Portfolio attributable to your Policy should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. To be effective, voting instructions must be received by the Participating Insurance Company before the close of business on April 13, 2007 (the “Effective Time”). Such instructions may be revoked at any time prior to the Effective Time by written notice of revocation or another voting instruction form delivered to the Participating Insurance Company. Shareholders are entitled to one vote for each Portfolio share held and a fractional vote for each fractional Portfolio share held. Holders of Initial shares and Service shares will vote together as a group on the proposal. As of February 8, 2007, 2,344,454.082 Initial shares and 191,663,466 Service shares of the Portfolio’s beneficial interests were issued and outstanding. Participating Insurance Companies will vote Portfolio shares attributable to Policies as to which no executed voting instruction forms are received by the Effective Time, as well as Portfolio shares not attributable to Policies (e.g., representing accrued fees payable to the relevant Participating Insurance Company by the separate account) or owned exclusively by the Participating Insurance Company or its affiliates, in the same proportion (for, against or abstain)proportions as it votes the votingshares for which properly conveyed instructions are timely received from Policyowners. Additional information regarding voting instruction rights is provided in the prospectus and/or statement of additional information for the Policies. The approximate mailing date of this proxy statement and the accompanying voting instruction card is February 26, 2007. The Fund’s principal executive offices are located at 200 Park Avenue, New York, New York 10166, and its phone number is 1-800-554-4611.Copies of the Portfolio’s most recent Annual Report is available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, Attention: Institutional Servicing, or by calling toll-free 1-800-554-4611.PROPOSAL 1: TO APPROVE A PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO WHICH THE PORTFOLIO’S ASSETS WILL BELIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERSIntroduction On February 16, 2007, the Fund’s Board of Trustees, including a majority of Trustees who are not “interested persons” of the Fund, as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), approved a Plan of Liquidation and Dissolution (the “Plan”) in the form attached to this proxy statement. The Plan provides for the liquidation of the Portfolio’s assets and the distribution to shareholders of the cash proceeds of the liquidation after paying or providing for the payment of all debts and liabilities of the Portfolio. The Fund’s Board has directed that the Plan be submitted to Portfolio shareholders for approval. The Portfolio commenced operations on December 15, 1999, and, as of January 12, 2007, had total assets of approximately $26.8 million. The Portfolio has not achieved the asset growth expected byother Dreyfus the Portfolio’s investment adviser, at the time the Portfolio commenced operations and Dreyfus believes it is unlikely that the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio’s asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements by Dreyfus) relative to total assets. In addition, because of certain inefficiencies, the higher relative costs and disadvantageous economies of scale attendant with the Portfolio’s asset base, Dreyfus and the Fund’s Board have concluded that it would be in the best interests of the Portfolio and its shareholders and Policyowners to liquidate the Portfolio.Board Consideration In reaching its decision to approve the Plan and to submit it to shareholders for their approval, the Fund’s Board considered the circumstances facing the Portfolio. The Board considered information provided by Dreyfus after management of Dreyfus reviewed the funds in the Dreyfus Family of Funds and concluded that it would be appropriate to reduce the number of smaller and less efficient funds and recommended to the Board that the Portfolio be liquidated. The Board considered, among other factors, the following: (i) the Portfolio’s failure to attain relative asset growth needed to achieve efficient investment operations in the view of management; (ii) the Portfolio’s limited prospects for future growth; (iii) the understanding that Participating Insurance Companies will permit their Policyowners to make their own decisions regarding reinvestment of their Policy values allocated to the Portfolio through the transfer instruction process; and (iv) the fact that the consummation of the liquidation as proposed willnot create any federal income tax liability for Policyowners. Furthermore, the Fund’s Board concluded that the Plan was more appropriate than a merger of the Portfolio into a designated fund since Policyowners will be able to provide individualized instructions as to the transfer of the Portfolio’s liquidated assets into another investment option available from their Participating Insurance Company, without adverse tax consequences to them. After careful consideration of these and other relevant factors, the Fund’s Board concluded that approval of the Plan was in the best interests of shareholders and Policyowners and directed that the Plan be submitted to shareholders of the Portfolio for approval. The Fund is not required to seek federal or state regulatory approval of the Plan or the liquidation of the Portfolio.Description of the Plan and the Liquidation The Plan will become effective on the date it is approved by shareholders of the Portfolio (the “Effective Date”). Within a reasonable period of time after the Effective Date, the Portfolio will convert all of its assets to cash and will not engage in any business activity except for the purpose of winding up its business and affairs and preserving the value of its assets. On or about April 30, 2007, but not later than sixty days after the Effective Date, the Portfolio will distribute its assets to shareholders, after the payment (or reservation of assets for payment) to all creditors of the Portfolio, in redemption and cancellation of the outstanding shares of the Portfolio. Before making the final liquidating distribution, however, the Portfolio will continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Fund’s Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares. The date on which the Portfolio makes the liquidating distribution of its assets to shareholders and redeems and cancels its outstanding shares will be known as the “Liquidation Date.” The proportionate interest of each shareholder in the assets of the Portfolio will be fixed on the basis of the shareholder’s respective holdings as of the close of business on the Liquidation Date. On such date, the books of the Portfolio will be closed and the Portfolio will cease operations and will not engage in any business activities except for purposes of winding up its business and affairs. The Fund’s Board has been advised by each Participating Insurance Company that, in order to avoid the potential of current taxation of a distribution, prior to or immediately following the distribution of liquidation proceeds to shareholders, the Participating Insurance Company will reinvest the redemption or cash proceeds distributed to its separate account by transferring the proceeds from the subaccount that held Portfolio shares to other subaccounts pursuant to transfer instructions timely received from Policyowners. For Policies as to which the Policyowners have not provided timely transfer instructions, the Participating Insurance Company will transfer the value of their Policies to a money market fund designated by the Participating Insurance Company. Transfer instructions and information as to the investment options will be provided by your Participating Insurance Company. Dreyfus will bear all expenses incurred in connection with carrying out the Plan, including legal and auditing expenses and printing, mailing, solicitation and miscellaneous expenses arising from the liquidation, but excluding the cost of liquidating portfolio investments (e.g., brokerage commissions and other transaction expenses) in preparation for and in connection with the Portfolio’s liquidation. Normal operating expenses of the Portfolio will be borne by the Portfolio in the same manner as such expenses would have been borne absent a liquidation. The Plan also provides that the Fund’s Board shall have the authority to authorize such variations from, or amendments to, the provisions of the Plan as may be necessary or appropriate to effect the complete liquidation and dissolution of the Portfolio, as well as the other purposes generally to be accomplished by the Plan. If shareholders of the Portfolio fail to approve the Plan, the Portfolio will not be liquidated and will continue to operate and be managed in accordance with its investment objective and policies as currently in effect. However, in such case, the Fund’s Board would determine what alternative action, if any, should be taken.Vote Required and Board of Trustees’ Recommendation Approval of this proposal requires the affirmative vote of a majority of the Portfolio’s shares outstanding and entitled to vote.THE FUND’S BOARD OF TRUSTEES, INCLUDING THE “NON-INTERESTED” TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”APPROVALOF THE PLANADDITIONAL INFORMATIONInformation Pertaining to the Investment Adviser and Distributor Dreyfus, the Portfolio’s investment adviser, is located at 200 Park Avenue, New York, New York 10166, and is a wholly-owned subsidiary of Mellon Financial Corporation (“Mellon Financial”). Founded in 1947, Dreyfus manages more than $191 billion in approximately 200 mutual fund portfolios. On December 4, 2006, Mellon Financial and The Bank of New York Company, Inc. (“BNY”) announced that they had entered into a definitive agreement to merge. The new company will be called The Bank of New York Mellon Corporation. As part of this transaction, Dreyfus would become a wholly-owned subsidiary of The Bank of New York Mellon Corporation. The transaction is subject to certain regulatory approvals and the approval of BNY’s and Mellon Financial’s shareholders, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Mellon Financial and BNY expect the transaction to be completed in the third quarter of 2007. Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the Portfolio’s distributor.Voting Information Voting instructions are being solicited by the Participating Insurance Companies by mail. In addition to the use of the mails, voting instructions may be solicited personally or by telephone by representatives of the Participating Insurance Companies. Participating Insurance Companies may be paid for their expenses in sending soliciting materials to their Policyowners. An outside firm may be retained to assist in the solicitation of voting instructions, primarily by contacting Policyowners by telephone. Shares represented by executed and unrevoked voting instruction forms will be voted in accordance with the specification made thereon, and if no voting instructions are given on such voting instruction forms, the shares will be voted “FOR” the proposal. If a voting instruction form is properly executed and returned accompanied by instructions to withhold authority to vote, or is marked with an abstention (collectively, “abstentions”), the Portfolio shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote in favor of the proposal. For this reason, abstentions will have the effect of a “no” vote for the purpose of obtaining the requisite vote to approve the proposal. A quorum is constituted by the presence in person or by proxy of the holders of at least thirty percent of the Portfolio’s outstanding shares entitled to vote at the Meeting. Because the Participating Insurance Companies hold of record all of the Portfolio’s shares, it is anticipated that all such shares will be present at the Meeting. In the event sufficient votes to approve the proposal are not received, the Participating Insurance Companies may propose one or more adjournments of the Meeting to permit further solicitation of voting instructions. Any adjournment will require the affirmative vote by the holders of a majority of the Portfolio’s shares eligible to vote that are represented at the Meeting in person or by proxy. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Policyowners with respect to the reasons for the solicitation. Generally, votes cast “for” the proposal will be voted in favor of such adjournment, and votes cast “against” the proposal will be voted against any adjournment (abstentions will be voted for or against adjournment in proportion to the shares voted “for” or “against” the proposal).Portfolio Share Ownership As of February 8, 2007, none of the Fund’s Trustees and officers owned Portfolio shares. As of February 8, 2007, the following Participating Insurance Companies were known by the Fund to own 5% or more of the Portfolio’s outstanding voting securities. Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a fund’s total outstanding shares may be deemed a “control person” (as defined in the 1940 Act) of the fund.Name and Address of Participating Insurance Company Percent ofPortfolioShares OutstandingPrincor Financial Services711 High StreetDes Moines, IA 5039276.61%(Initial shares)TransAmerica Occidental Life Insurance CompanySeparate Account VA-2L4333 Edgewood Road, NECedar Rapids, IA 5249919.19%(Initial shares)93.76%(Service shares)First TransAmerica Life Insurance Company4333 Edgewood Road, NECedar Rapids, IA 524996.24%(Service shares) The proportionate voting policy described in this proxy statement may result in certain Policyowners’ instructions affecting the vote of 5% or more of the Portfolio’s total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.* * * * * Other Matters The Fund’s Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the proxies in accordance with their judgment on such matter. The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE.Dated: February 16, 2007EXHIBIT APLAN OF LIQUIDATION AND DISSOLUTION The following Plan of Liquidation and Dissolution (the “Plan”) of the Founders Discovery Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), a trust organized and existing under the laws of the Commonwealth of Massachusetts, registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), is intended to accomplish the complete liquidation and dissolution of the Portfolio in conformity with the provisions of the Fund’s Amended and Restated Agreement and Declaration of Trust, dated February 27, 1998 (the “Declaration of Trust”), and applicable Massachusetts law. WHEREAS, the Fund’s Board of Trustees (the “Board”), including a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act), has deemed that it is advisable and in the best interests of the Portfolio and its shareholders to liquidate and to dissolve the Portfolio, and the Board, on February 16, 2007, considered the matter and determined to recommend the termination of the Portfolio pursuant to this Plan; NOW, THEREFORE, the liquidation and dissolution of the Portfolio shall be carried out in the manner hereinafter set forth: 1. Effective Date of Plan. The Plan shall be and become effective only upon the adoption and approval of the Plan at a meeting of shareholders of the Portfolio called for the purpose of voting upon the Plan. Approval of the Plan is to be determined by the affirmative vote of a majority of the Portfolio’s shares outstanding and entitled to vote on the Plan. The date of such adoption and approval of the Plan by shareholders is hereinafter called the “Effective Date.” 2. Dissolution. Consistent with the provisions of this Plan, the Portfolio shall be liquidated and dissolved pursuant to applicable provisions of Massachusetts law and the Declaration of Trust within a reasonable period of time after the Effective Date. 3. Cessation of Business. After the Effective Date, the Portfolio shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of this Plan after the payment (or reservation of assets for payment) to all creditors of the Portfolio; provided that the Portfolio shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares. 4. Liquidation of Assets. The Portfolio shall cause the liquidation of its assets to cash, consistent with the terms of the Plan. 5. Payment of Debts. As soon as practicable after the Effective Date, the Portfolio shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below. 6. Liquidating Distribution. Within 60 days of the Effective Date, the Portfolio will provide the following to each shareholder of record who has not redeemed its shares: (i) a liquidating distribution equal to the shareholder’s proportionate interest in the remaining assets of the Portfolio (after the payments and creation of the reserves contemplated by Section 5 above); and (ii) information concerning the sources of the liquidating distribution. 7. Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Portfolio and The Dreyfus Corporation, the Portfolio’s investment adviser, all expenses incurred by or allocable to the Portfolio in carrying out the Plan and dissolving the Portfolio, excluding the cost (if any) of liquidating portfolio investments in preparation for and in connection with the liquidation, shall be borne by The Dreyfus Corporation. 8. Power of the Board. The Board and, subject to the general direction of the Board, the officers of the Fund, shall have authority to do or authorize any and all acts and things as provided for in the Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of the Plan, including without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement the Plan or which may be required by the provisions of the 1940 Act, the Securities Act of 1933, as amended, and applicable Massachusetts law and the Declaration of Trust. 9. Amendment of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisions of the Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the dissolution, complete liquidation and termination of the existence of the Portfolio, and the distribution of assets to shareholders in accordance with the purposes intended to be accomplished by the Plan.DREYFUS INVESTMENT PORTFOLIOSFOUNDERS DISCOVERY PORTFOLIO[PARTICIPATING INSURANCE COMPANY] The undersigned owner of one or more variable annuity contracts or variable life insurance policies (collectively, the “Policies”) offered by the indicated insurance company (the “Participating Insurance Company”) hereby instructs the Participating Insurance Company to vote as indicated herein all of the shares of beneficial interest of the Founders Discovery Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held in each separate account attributable to the Policies at the close of business on February 21, 2007 at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 1:30 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSAL. If you fail to return this Voting Instruction Card, the Participating Insurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Portfolio actually received from Policyowners in the separate account.By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.Dated:________________, 2007__________________________Signature(s)__________________________Signature(s)Sign, Date and Return this FormPromptly Using theEnclosed EnvelopeFOLD AND DETACH HEREPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DONOT USE FINE POINT PENS.VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.|_| FOR|_| AGAINST|_| ABSTAIN2.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments thereof.DREYFUS INVESTMENT PORTFOLIOSFOUNDERS DISCOVERY PORTFOLIO The undersigned hereby appoints Joseph M. Chioffi and Jeff Prusnofsky, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote as indicated herein, all of the shares of beneficial interest of the Founders Discovery Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held at the close of business on February 21, 2007, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 1:30 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.Dated:________________, 2007__________________________Signature(s)__________________________Signature(s)Sign, Date and Return this FormPromptly Using theEnclosed EnvelopeFOLD AND DETACH HEREPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DONOT USE FINE POINT PENS.VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.|_| FOR|_| AGAINST|_| ABSTAIN2.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments thereof.[PARTICIPATING INSURANCE COMPANY LOGO]____________, 2007Dear Policyowner:We would like to take this opportunity to inform you of the proposed liquidation of the Founders Discovery Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), and to request your voting instructions on this matter. As the owner of a variable annuity contract or variable life insurance policy issued by [Participating Insurance Company] who has invested in the Portfolio, you are entitled to provide us with your voting instructions. The Portfolio commenced operations on December 15, 1999. Recently, the Fund’s Board of Trustees voted to recommend the liquidation of the Portfolio because the Portfolio’s net assets have grown to only $26.8 million and it is unlikely the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio’s asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements) relative to total assets.In order to liquidate the Portfolio, the Fund must obtain the consent of itsIRA shareholders. The Portfolio’s shareholders are insurance companies, including [Participating Insurance Company], whose variable contract/policyowners are invested in the Portfolio. Each insurance company must give its variable contract/policyowners of record as of the close of business on February 21, 2007, the right to instruct the insurance company as to the manner in which shares of the Portfolio attributable to the owner’s variable contract/policy should be voted. If approved by shareholders, the liquidation is expected to occur on or about April 30, 2007.The proposed liquidation of the Portfolio will not in any way affect your rights or the obligations of [Participating Insurance Company] under your variable contract/policy. Furthermore, [Participating Insurance Company] has been advised by counsel that, if carried out, the proposed liquidation, followed by the transfer of the variable contract/policy value to an alternative subaccount, will not create any federal income tax liability for variable contract/policyowners.To assist you in giving us your instructions, a Voting Instruction Card is enclosed that reflects the number of shares of the Portfolio for which you are entitled to give us voting instructions. In addition, a Notice of Special Meeting of Shareholders and a Proxy Statement are enclosed which further describe the matters to be voted on at the Special Meeting of Shareholders.From the date of this letter until 30 days after the date of liquidation, you will be permitted to make one free transfer of the entire variable contract/policy value that you have invested in the Portfolio to other investment funds available under your variable contract/policy. Any limitations on transfers under your variable contract/policy will not be affected by this free transfer. To assist you in giving us your transfer instructions, a Transfer Instruction Card is enclosed. Please note that you also may make your transfer on our website, www.___________.com, or by calling 1-800-___-____.If the Portfolio is liquidated and you have not transferred your variable contract/policy value out of the Portfolio by the date of the liquidation, your contract/policy value invested in shares of the Portfolio will be transferred automatically to the subaccount that invests in _________.YOUR VOTING INSTRUCTIONS ARE IMPORTANT. Please read the enclosed proxy materials and complete, date and sign the enclosed Voting Instruction Card. It is also important that you consider using your free transfer right to transfer your variable contract/policy value out of the Portfolio prior to the date of the liquidation.PLEASE ALSO PROVIDE US WITH YOUR TRANSFER INSTRUCTIONS. If you have any questions regarding this matter, please call 1-800-___-____ for assistance. We look forward to assisting you in your insurance and investment needs in 2007 and beyond.Sincerely,[Participating Insurance Company]DREYFUS INVESTMENT PORTFOLIOSFOUNDERS GROWTH PORTFOLIONotice of Special Meeting of ShareholdersTo the owners of variable annuity contracts and variable life insurance policies entitled to give voting instructions: A Special Meeting of Shareholders of the Founders Growth Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios, will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 2:00 p.m., for the following purposes:1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders; and2.To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof.the Portfolio are offered only to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (collectively referred to as the "Policies"). Portfolio shares held in separate accounts which are attributable to the Policies will be voted by the respective insurance company in accordance with instructions received from the owners of the Policies ("Policyowners"). This Notice of Special Meeting of Shareholders and the accompanying proxy statement and voting instruction form are being delivered to Policyowners of record at the close of business on February 21, 2007 so that they may instruct their insurance company as to the manner in which the Portfolio shares held by their Policies should be voted at the meeting.Your vote is important. Please complete, date and sign the enclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.By Order of the Board of TrusteesMichael A. RosenbergSecretaryNew York, New YorkFebruary 16, 2007DREYFUS INVESTMENT PORTFOLIOSFOUNDERS GROWTH PORTFOLIOPROXY STATEMENTSpecial Meeting of Shareholdersto be held on Monday, April 16, 2007 This proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees of Dreyfus Investment Portfolios (the "Fund"), on behalf of its series, Founders Growth Portfolio (the "Portfolio"), to be used at the Special Meeting of Shareholders (the "Meeting") of the Portfolio to be held on Monday, April 16, 2007 at 2:00 p.m., at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Shares of the Portfolio areDIP have been offered only to separate accounts established by insurance companies ("Participating Insurance Companies") to fund variable annuity contracts and variable life insurance policies (collectively referred to as the "Policies"). TheAs the owner of all of the assets held in such separate accounts, the Participating Insurance Company's separate accountsCompanies are the shareholdersrecord owners of the Portfolio.such Fund's shares. However, pursuant to applicable laws, PortfolioFund shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies ("Policyowners"). As a PolicyownerParticipating Insurance Companies have agreed to solicit instructions from Policyowners holding Fund shares in the relevant separate account as of the record date of the Meeting and to vote by proxy the shares at the close of business on February 21, 2007, you have the rightMeeting according to instruct your Participating Insurance Company as to the manner in which shares of the Portfolio attributable to your Policy should be voted. To assist you in giving your instructions, a voting instruction form is enclosed.such instructions. To be effective, voting instructions must be received by the Participating Insurance Company beforeCompanies prior to the close of business on April 13, 2007 (the "Effective Time").August 2, 2012. Such instructions may be revoked at any time prior to the Effective TimeMeeting either by written notice of revocation or another voting instructioninstructions form delivered to the relevant Participating Insurance Company. Shareholders are entitled to one vote for each Portfolio share held and a fractional vote for each fractional Portfolio share held. Holders of Initial shares and Service shares will vote together as a group on the proposal. As of February 8, 2007, 925,801.674 Initial shares and 306,229.090 Service shares of the Portfolio's beneficial interests were issued and outstanding.Portfolioby proxy (i) Fund shares attributable to Policies as to which no executed voting instruction formstimely instructions are received, by the Effective Time, as well as Portfolio(ii) Fund shares not attributable to Policies (e.g., representing accrued fees payable to the relevant Participating Insurance Company by the separate account) or owned exclusively by the relevant Participating Insurance Company or its affiliates and (iii) Fund shares held in the separate account representing charges imposed by the relevant Participating Insurance Company against the separate account in the same proportion (for, against or abstain)proportions as the voting instructions timely received from Policyowners. Additional information regarding voting instruction rights is provided in the prospectus and/or statement of additional information for the Policies. The approximate mailing date of this proxy statement and the accompanying voting instruction card is February 26, 2007. The Fund's principal executive offices are located at 200 Park Avenue, New York, New York 10166, and its phone number is 1-800-554-4611.Copies of the Portfolio's most recent Annual Report is available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, Attention: Institutional Servicing, or by calling toll-free 1-800-554-4611.PROPOSAL 1: TO APPROVE A PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO WHICH THE PORTFOLIO'S ASSETS WILL BELIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERSIntroduction On February 16, 2007, the Fund's Board of Trustees, including a majority of Trustees who are not "interested persons" of the Fund, as defined by the Investment Company Act of 1940, as amended (the "1940 Act"), approved a Plan of Liquidation and Dissolution (the "Plan") in the form attached to this proxy statement. The Plan provides for the liquidation of the Portfolio's assets and the distribution to shareholders of the cash proceeds of the liquidation after paying or providing for the payment of all debts and liabilities of the Portfolio. The Fund's Board has directed that the Plan be submitted to Portfolio shareholders for approval. The Portfolio commenced operations on September 30, 1998, and, as of January 12, 2007, had total assets of approximately $17.9 million. The Portfolio has not achieved the asset growth expected by Dreyfus, the Portfolio's investment adviser, at the time the Portfolio commenced operations and Dreyfus believes it is unlikely that the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio's asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements by Dreyfus) relative to total assets. In addition, because of certain inefficiencies, the higher relative costs and disadvantageous economies of scale attendant with the Portfolio's asset base, Dreyfus and the Fund's Board have concluded that it would be in the best interests of the Portfolio and its shareholders and Policyowners to liquidate the Portfolio.Board Consideration In reaching its decision to approve the Plan and to submit it to shareholders for their approval, the Fund's Board considered the circumstances facing the Portfolio. The Board considered information provided by Dreyfus after management of Dreyfus reviewed the funds in the Dreyfus Family of Funds and concluded that it would be appropriate to reduce the number of smaller and less efficient funds and recommended to the Board that the Portfolio be liquidated. The Board considered, among other factors, the following: (i) the Portfolio's failure to attain relative asset growth needed to achieve efficient investment operations in the view of management; (ii) the Portfolio's limited prospects for future growth; (iii) the understanding that Participating Insurance Companies will permit their Policyowners to make their own decisions regarding reinvestment of their Policy values allocated to the Portfolio through the transfer instruction process; and (iv) the fact that the consummation of the liquidation as proposed willnot create any federal income tax liability for Policyowners. Furthermore, the Fund's Board concluded that the Plan was more appropriate than a merger of the Portfolio into a designated fund since Policyowners will be able to provide individualized instructions as to the transfer of the Portfolio's liquidated assets into another investment option available from their Participating Insurance Company, without adverse tax consequences to them. After careful consideration of these and other relevant factors, the Fund's Board concluded that approval of the Plan was in the best interests of shareholders and Policyowners and directed that the Plan be submitted to shareholders of the Portfolio for approval. The Fund is not required to seek federal or state regulatory approval of the Plan or the liquidation of the Portfolio.Description of the Plan and the Liquidation The Plan will become effective on the date it is approved by shareholders of the Portfolio (the "Effective Date"). Within a reasonable period of time after the Effective Date, the Portfolio will convert all of its assets to cash and will not engage in any business activity except for the purpose of winding up its business and affairs and preserving the value of its assets. On or about April 30, 2007, but not later than sixty days after the Effective Date, the Portfolio will distribute its assets to shareholders, after the payment (or reservation of assets for payment) to all creditors of the Portfolio, in redemption and cancellation of the outstanding shares of the Portfolio. Before making the final liquidating distribution, however, the Portfolio will continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Fund's Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares. The date on which the Portfolio makes the liquidating distribution of its assets to shareholders and redeems and cancels its outstanding shares will be known as the "Liquidation Date." The proportionate interest of each shareholder in the assets of the Portfolio will be fixed on the basis of the shareholder's respective holdings as of the close of business on the Liquidation Date. On such date, the books of the Portfolio will be closed and the Portfolio will cease operations and will not engage in any business activities except for purposes of winding up its business and affairs. The Fund's Board has been advised by each Participating Insurance Company that, in order to avoid the potential of current taxation of a distribution, prior to or immediately following the distribution of liquidation proceeds to shareholders, the Participating Insurance Company will reinvest the redemption or cash proceeds distributed to its separate account by transferring the proceeds from the subaccount that held Portfolio shares to other subaccounts pursuant to transfer instructions timely received from Policyowners. For Policies as to which the Policyowners have not provided timely transfer instructions, the Participating Insurance Company will transfer the value of their Policies to a money market fund designated by the Participating Insurance Company. Transfer instructions and information as to the investment options will be provided by your Participating Insurance Company. Dreyfus will bear all expenses incurred in connection with carrying out the Plan, including legal and auditing expenses and printing, mailing, solicitation and miscellaneous expenses arising from the liquidation, but excluding the cost of liquidating portfolio investments (e.g., brokerage commissions and other transaction expenses) in preparation for and in connection with the Portfolio's liquidation. Normal operating expenses of the Portfolio will be borne by the Portfolio in the same manner as such expenses would have been borne absent a liquidation. The Plan also provides that the Fund's Board shall have the authority to authorize such variations from, or amendments to, the provisions of the Plan as may be necessary or appropriate to effect the complete liquidation and dissolution of the Portfolio, as well as the other purposes generally to be accomplished by the Plan. If shareholders of the Portfolio fail to approve the Plan, the Portfolio will not be liquidated and will continue to operate and be managed in accordance with its investment objective and policies as currently in effect. However, in such case, the Fund's Board would determine what alternative action, if any, should be taken.Vote Required and Board of Trustees' Recommendation Approval of this proposal requires the affirmative vote of a majority of the Portfolio's shares outstanding and entitled to vote.THE FUND'S BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE PLANADDITIONAL INFORMATIONInformation Pertaining to the Investment Adviser and Distributor Dreyfus, the Portfolio's investment adviser, is located at 200 Park Avenue, New York, New York 10166, and is a wholly-owned subsidiary of Mellon Financial Corporation ("Mellon Financial"). Founded in 1947, Dreyfus manages more than $191 billion in approximately 200 mutual fund portfolios. On December 4, 2006, Mellon Financial and The Bank of New York Company, Inc. ("BNY") announced that they had entered into a definitive agreement to merge. The new company will be called The Bank of New York Mellon Corporation. As part of this transaction, Dreyfus would become a wholly-owned subsidiary of The Bank of New York Mellon Corporation. The transaction is subject to certain regulatory approvals and the approval of BNY's and Mellon Financial's shareholders, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Mellon Financial and BNY expect the transaction to be completed in the third quarter of 2007. Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the Portfolio's distributor.Voting Information Voting instructions are being solicited by the Participating Insurance Companies by mail. In addition to the use of the mails, voting instructions may be solicited personally or by telephone by representatives of the Participating Insurance Companies. Participating Insurance Companies may be paid for their expenses in sending soliciting materials to their Policyowners. An outside firm may be retained to assist in the solicitation of voting instructions, primarily by contacting Policyowners by telephone. Shares represented by executed and unrevoked voting instruction forms will be voted in accordance with the specification made thereon, and if no voting instructions are given on such voting instruction forms, the shares will be voted "FOR" the proposal. voting instruction formquorum is properly executed and returned accompanied by instructions to withhold authority to vote, or is marked with an abstention (collectively, "abstentions"), the Portfolio shares represented thereby will be considered to benot present at the Meeting for purposes of determininga Fund, the existence of a quorum for the transaction of business. Abstentions will not constitute a vote in favor of the proposal. For this reason, abstentions will have the effect of a "no" vote for the purpose of obtaining the requisite vote to approve the proposal. A quorum is constituted by the presence in person or by proxy of the holders of at least thirty percent of the Portfolio's outstanding shares entitled to vote at the Meeting. Because the Participating Insurance Companies hold of record all of the Portfolio's shares, it is anticipated that all such shares will be present at the Meeting. In the event sufficient votes to approve the proposal are not received, the Participating Insurance Companiespersons named as proxies may propose one or more adjournments of the Meeting with respect to that Fund to permit further solicitation of voting instructions.proxies. Any adjournment will require the affirmative vote by the holders of a majority of the Portfolio'sthose shares eligible to vote that are represented at the Meeting in person or by proxy. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Policyowners withWith respect to each of the reasons for the solicitation. Generally, votes cast "for" the proposal will be voted in favor of such adjournment, and votes cast "against" the proposal will be voted against any adjournment (abstentions will be voted for or against adjournment in proportion to the shares voted "for" or "against" the proposal).Portfolio Share Ownership As of February 8, 2007, noneFunds, 30% of the Fund's Trustees and officers owned Portfolio shares. Asshares entitled to vote constitutes a quorum for the transaction of February 8, 2007,business at the following Participating Insurance Companies were known by the Fund to own 5% or more of the Portfolio's outstanding voting securities. Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a fund's total outstanding shares may be deemed a "control person" (as defined in the 1940 Act) of the fund.Name and Address of Participating Insurance Company Percent ofPortfolioShares OutstandingTransAmerica Occidental Life Insurance CompanySeparate Account VA-2L4333 Edgewood Road, NECedar Rapids, IA 5249983.81%(Initial shares)92.95%(Service shares)First TransAmerica Life Insurance CompanySeparate Account VA-2LNY4333 Edgewood Road, NECedar Rapids, IA 5249914.66%(Initial shares)First TransAmerica Life Insurance Company4333 Edgewood Road, NECedar Rapids, IA 524997.15%(Service shares) The proportionate voting policy described in this proxy statement may result in certain Policyowners' instructions affecting the vote of 5% or more of the Portfolio's total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.* * * * *Other Matters TheMeeting. not aware of any other mattermatters which may come before the Meeting. However, should any such mattermatters properly come before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxies in accordance with their judgment on such matter. Thematters.doesof any such proposal. Since the Funds do not holdhave regular annual meetings of shareholders, meetings. Shareholders wishing to submitunder these rules, proposals submitted for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for a particular meeting must be received by a Fund a reasonable time before the solicitation of proxies for the meeting is made. The fact that a Fund receives a shareholder proposal in a timely manner does not ensure its inclusion in proxy materials since there are other requirements in the proxy rules relating to such meeting.VOTING INSTRUCTIONSPROXIES BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERSSHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING(S) IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONSEACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.February 16, 2007Name of Fund Dreyfus Institutional Cash Advantage Funds Dreyfus Institutional Cash Advantage Fund ("DICADF") Dreyfus Institutional Preferred Money Market Funds Dreyfus Institutional Preferred Money Market Fund ("DIPRMMF") Dreyfus Institutional Preferred Plus Money Market Fund ("DIPPMMF") Dreyfus Institutional Reserves Funds Dreyfus Institutional Reserves Money Fund ("DIRMF") Dreyfus Institutional Reserves Treasury Fund ("DIRTF") Dreyfus Institutional Reserves Treasury Prime Fund ("DIRTPF") Dreyfus Investment Portfolios Core Value Portfolio ("CVP") Midcap Stock Portfolio ("MSP") Small Cap Stock Index Portfolio ("SCSIP") Technology Growth Portfolio ("TGP") Dreyfus Opportunity Funds Dreyfus Natural Resources Fund ("DNRF") DICAF: 490,888,561 72.6844% 182,120,104 26.9660% 4,614,024,526 23.1674% 4,383,419,946 22.0095% 1,082,857,566 5.4371% 1,029,546,902 5.1694% 5,046,208 49.3168% 2,399,741 23.4528% 1,143,452 11.1750% 952,979 9.3135% 104,971,473 57.0915% 46,848,504 25.4798% 14,211,044 7.7890% 13,572,343 7.3817% DIPMMF: 3,764,900,155 46.6534% 1,704,491,559 21.1215% 1,000,515,549 12.3981% 489,603,008 6.0670% 426,627,715 5.2866% 524,865,942 99.9202% 1,248,346,160 91.3513% 118,188,000 8.6487% DIRF: 22,236,465 100.0000% 59,116,704 27.3796% 19,902,906 9.2179% 636,865,991.0000 43.3456% 400,000,000 27.2243% 348,558,407 23.7232% 561,459,788 61.0611% 346,405,713 37.6731% 286,764,448 60.9139 64,085,095 13.6128% 48,878,561 10.3827 48,872,095 10.3813% 3,718,054.4300 100.0000% 24,021,597 13.3566% 21,478,973 11.9428% 20,052,826 11.1499% 17,697,550 9.8403% 13,896,968 7.7271% 11,980,937 6.6617% 11,979,877 6.6611% 78,227,657.4100 57.6645% 21,698,657 15.9949% 19,851,524 14.6333% 11,246,339 8.2901% 66,607,359 55.4015% 44,163,342 36.7334% 728,944,764 87.7194% 71,822,016 8.6429% 6,250 100.0000% 16,583,648 74.2947% 3,930,596 17.6091% 1,314,222 5.8877% 288,917,523 68.0701% 78,266,731 18.4400% 22,689,852 5.3458% 192,480,736 72.5265% 72,606,386 27.3580% DIP: 1,140,999 91.5535% 105,266 8.4465% None N/A N/A 3,874,588 42.4182% 1,691,021 18.5130% 1,407,996 15.4145% 937,378 10.2622% 595,880 46.1770% 339,368 26.2990% 123,980 9.6077% 64,877 5.0276% 15,429,321 93.0835% 2,857,291 44.7750% 1,176,168 18.4311% 1,054,774 16.5288% 465,394 7.2929% 422,720 6.6243% 344,274 5.3949% 8,180,551 72.5746% 869,033 7.7097% 842,970 7.4785% 758,941 6.7330% DOF: 80,668 12.0781% 71,003 10.6310% 70,219 10.5137% 37,875 5.6709% 35,515 5.3177% 27,463 14.7179% 24,838 13.3109% 23,983 12.8529% 20,394 10.9295% 18,008 9.6508% 11,871 6.3621% 54,637 48.0148% 16,409 14.4201% 7,816 6.8685% 7,613 6.6904% 6,633 5.8295% Name of Board Member or Nominee Dollar Range of Shares Held in Fund DICAF DIPMMF DIRF DIP Joseph S. DiMartino None None None None Clifford L. Alexander, Jr. None None None None Gordon J. Davis None None None None Whitney I. Gerard None None None None Nathan Leventhal None None None None George L. Perry None None None None Benaree Pratt Wiley None None None None Dollar Range of Shares Held in Fund Dollar Range of Aggregate Holding of Funds in The Dreyfus Family of Funds DOF Joseph S. DiMartino None Over $100,000 Clifford L. Alexander, Jr. None None Gordon J. Davis None $50,001-$100,000 Whitney I. Gerard None Over $100,000 Nathan Leventhal None Over $100,000 George L. Perry None None Benaree Pratt Wiley None $50,001-$100,000 DICAF 5 4 2 1 0 DIPMMF 5 4 2 1 0 DIRF 5 4 1 1 0 DIP 5 4 1 1 0 DOF 5 4 1 0 0 Joseph S. DiMartino $1,062,188 (164) DICAF $115,466 DIPMMF $27,861 DIRF $35,340 DIP $1,933 DOF $112 Clifford L. Alexander, Jr. $346,500 (45) DICAF $92,373 DIPMMF $22,257 DIRF $27,662 DIP $1,573 DOF $92 $85,250 (27) DICAF N/A DIPMMF $9,702 DIRF N/A DIP $682 DOF $44 $484,500 (81) DICAF $92,373 DIPMMF $22,030 DIRF $27,526 DIP $1,573 DOF $92 Whitney I. Gerard $192,500 (25) DICAF $92,373 DIPMMF $22,324 DIRF $28,270 DIP $1,573 DOF $92 $58,000 (25) DICAF N/A DIPMMF $7,174 DIRF N/A DIP $483 DOF $35 Nathan Leventhal $322,500 (43) DICAF $92,373 DIPMMF $21,752 DIRF $27,761 DIP $1,573 DOF $92 Dr. George L. Perry $168,500 (25) DICAF $92,373 DIPMMF $22,257 DIRF $27,662 DIP $1,573 DOF $92 Benaree Pratt Wiley $349,500 (66) DICAF $92,373 DIPMMF $21,723 DIRF $27,761 DIP $1,573 DOF $92 PLAN* Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed to Board members for attending Board meetings.Independent Auditors' Fees DICAF 4/30/10 $41,840 $10,764 $6,227 0 $27,572,994 4/30/11 $60,624 $12,000 $22,148 $10,377 $22,309,173 DIPMMF 3/31/10 $51,360 $10,764 $7,209 0 $26,201,339 3/31/11 $60,624 $12,000 $13,227 $3,119 $60,419,333 DIRF 12/31/10 $82,008 $16,146 $15,989 $4,202 $39,552,052 12/31/11 $84,408 $90,936 $10,525 $2,579 $20,226,638 DIP 12/31/10 $92,892 $35,071 $12,710 $179 $39,552,052 12/31/11 $122,048 $62,774 $14,033 $208 $20,226,638 DOF 9/30/10 $23,800 $5,382 $3,186 $667 $29,311,662 9/30/11 $30,312 $6,000 $2,731 $11 $16,565,389 * Chief Operating Officer and a director of Dreyfus since June 2009. From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of Dreyfus. He is an officer of 72 investment companies (comprised of 156 portfolios) managed by Dreyfus. Vice Chair and a director of Dreyfus, Executive Vice President of the Distributor, President of Dreyfus Institutional Services Division, and an officer of 12 investment companies (comprised of 19 portfolios) managed by Dreyfus. Director – Mutual Fund Accounting of Dreyfus, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Assistant General Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Senior Counsel of BNY Mellon and Secretary of Dreyfus, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Senior Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Senior Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Senior Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Senior Counsel of The BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Senior Managing Counsel of BNY Mellon, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Senior Accounting Manager – Money Market and Municipal Bond Funds of Dreyfus, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Senior Accounting Manager – Fixed Income Funds of Dreyfus, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 73 investment companies (comprised of 183 portfolios) managed by Dreyfus. Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, Citi Global Wealth Management. He is an officer of 69 investment companies (comprised of 179 portfolios) managed by Dreyfus. Chief Compliance Officer of Dreyfus and The Dreyfus Family of Funds (73 investment companies, comprised of 183 portfolios). LIQUIDATION AND DISSOLUTIONfollowing Plan of Liquidation and DissolutionNominating Committee (the "Plan""Committee") of each fund in the Founders Growth Portfolio (the "Portfolio"), a seriesDreyfus Family of Dreyfus Investment Portfolios (theFunds (each, the "Fund"), a trust organized and existing under the laws shall be composed solely of Directors/Trustees ("Directors") who are not "interested persons" of the CommonwealthFund as defined in Section 2(a)(19) of Massachusetts, registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), is intended to accomplish the complete liquidation and dissolution ("Independent Directors"). The Board of Directors of the Portfolio in conformity withFund (the "Board") shall select the provisionsmembers of the Fund's AmendedCommittee and Restated Agreement and Declaration of Trust, dated February 27, 1998 (the "Declaration of Trust"), and applicable Massachusetts law. WHEREAS,shall designate the Fund's Board of Trustees (the "Board"), including a majority of those Trustees who are not "interested persons" (as defined in the 1940 Act), has deemed that it is advisable and in the best interestsChairperson of the PortfolioCommittee.its shareholders to liquidate and to dissolve the Portfolio, and the Board, on February 16, 2007, considered the matter and determined to recommend the termination of the Portfolio pursuant to this Plan; NOW, THEREFORE, the liquidation and dissolution of the Portfolio shall be carried out in the manner hereinafter set forth: 1. Effective Date of Plan. The Plan shall be and become effective only upon the adoption and approval of the Plan at a meeting of shareholders of the Portfolio callednominate persons for the purpose of voting upon the Plan. Approval of the Plan is to be determined by the affirmative vote of a majority of the Portfolio's shares outstanding and entitled to vote on the Plan. The date of such adoption and approval of the Plan by shareholders is hereinafter called the "Effective Date." 2. Dissolution. Consistent with the provisions of this Plan, the Portfolio shall be liquidated and dissolved pursuant to applicable provisions of Massachusetts law and the Declaration of Trust within a reasonable period of time after the Effective Date. 3. Cessation of Business. After the Effective Date, the Portfolio shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of this Plan after the payment (or reservation of assets for payment) to all creditors of the Portfolio; provided that the Portfolio shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriateelection or appointment by the Board permit additional investmentsas Directors of the Fund.Portfolio sharesorder to exercise effective business judgment in the performance of their duties. In evaluating potential Director nominees (including any nominees recommended by existing shareholders make paymentas provided below) in light of dividendsthis standard, and to address certain legal and other distributions to shareholdersrequirements and permit the reinvestment thereof in additional shares. 4. Liquidation of Assets. The Portfolio shall cause the liquidation of its assets to cash, consistentconsiderations associated with the terms of the Plan. 5. Payment of Debts. As soon as practicable after the Effective Date, the Portfolio shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below. 6. Liquidating Distribution. Within 60 days of the Effective Date, the Portfolio will provide the following to each shareholder of record who has not redeemed its shares: (i) a liquidating distribution equal to the shareholder's proportionate interest in the remaining assets of the Portfolio (after the payments and creation of the reserves contemplated by Section 5 above); and (ii) information concerning the sources of the liquidating distribution. 7. Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Portfolio and The Dreyfus Corporation, the Portfolio's investment adviser, all expenses incurred by or allocable to the Portfolio in carrying out the Plan and dissolving the Portfolio, excluding the cost (if any) of liquidating portfolio investments in preparation for and in connection with the liquidation, shall be borne by The Dreyfus Corporation. 8. Power of the Board. The Board and, subject to the general directioncomposition of the Board, the officersCommittee shall consider, among other factors it may deem relevant:· the character and integrity of the person; · whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund; · whether or not the person has any relationships that might impair his or her service on the Board; · whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding the number and percentage of Independent Directors on the Board; · whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related fund complexes; · whether or not the person is willing to serve and is willing and able to commit the time necessary for the performance of the duties and responsibilities of a Director of the Fund; and · shall have authorityc/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166. A nomination submission must include all information relating to dothe recommended nominee that is required to be disclosed in solicitations or authorize any and all acts and thingsproxy statements for the election of Directors, as provided for inwell as information sufficient to evaluate the Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposesfactors listed above. Nomination submissions must be accompanied by a written consent of the Plan, including without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriateindividual to implement the Plan or which may be requiredstand for election if nominated by the provisionsBoard and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.1940 Act,Fund, the Securities ActCommittee shall present its recommendation to the full Board for its consideration.1933, as amended,____________________ (the "Fund"), hereby appoint(s) Robert R. Mullery and applicable Massachusetts lawKiesha Astwood, and each of them, the Declaration of Trust. 9. Amendmentattorneys and proxies of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisionsundersigned, with full power of the Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the dissolution, complete liquidation and termination of the existence of the Portfolio, and the distribution of assets to shareholders in accordance with the purposes intended to be accomplished by the Plan.DREYFUS INVESTMENT PORTFOLIOSFOUNDERS GROWTH PORTFOLIO[PARTICIPATING INSURANCE COMPANY] The undersigned owner of one or more variable annuity contracts or variable life insurance policies (collectively, the "Policies") offered by the indicated insurance company (the "Participating Insurance Company") hereby instructs the Participating Insurance Companysubstitution, to vote, as indicated herein, all of the shares of beneficial interestthe Fund standing in the name of the Founders Growth Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held in each separate account attributable to the Policiesundersigned at the close of business on February 21, 2007June 5, 2012, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th8th Floor, New York, New York 10166, on Monday, April 16, 2007, at 2:12:00 p.m., on August 3, 2012 and at any and all adjournments thereof, with all of the powers the undersigned possesseswould possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR" THE APPROVAL OF THE PROPOSAL. If you fail to return this Voting Instruction Card, the Participating Insurance Company will vote all shares attributable to your account valueproportion to all voting instructions for the Portfolio actually received from Policyowners in the separate account.By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.Signature(s) should be exactly as nameblue or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.Dated:________________, 2007__________________________Signature(s)__________________________Signature(s)Sign, Date and Return this FormPromptly Using theEnclosed EnvelopeFOLD AND DETACH HEREPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED. 1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.|_| FOR |_| AGAINST |_| ABSTAIN 2.only for those Nominee(s) for all Nominees whose name(s) I have written below the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments thereof.DREYFUS INVESTMENT PORTFOLIOSFOUNDERS GROWTH PORTFOLIO The undersigned hereby appoints Joseph M. Chioffi and Jeff Prusnofsky, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote on such other matters as indicated herein, all ofmay properly come before the shares of beneficial interest of the Founders Growth Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held at the close of business on February 21, 2007, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 2:00 p.m.meeting and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.1. By signing below, receipt ofaccompanying Notice of Special Meeting of Shareholders is hereby acknowledged.Signature(s) should be exactly as namerecorded instructions; or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.2. Dated:________________, 2007__________________________Signature(s)__________________________Signature(s)Sign, Date and Return this FormPromptly Using theEnclosed EnvelopeFOLD AND DETACH HEREPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.VOTING INSTRUCTIONS ARE BEING3. 1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.|_| FOR |_| AGAINST |_| ABSTAIN2.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments thereof.[PARTICIPATING INSURANCE COMPANY LOGO]____________, 2007Dear Policyowner:We would liketakesign, but only one signature is required. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. By signing this opportunity to inform youproxy card, receipt of the proposed liquidation of the Founders Growth Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), and to request your voting instructions on this matter. As the owner of a variable annuity contract or variable life insurance policy issued by [Participating Insurance Company] who has invested in the Portfolio, you are entitled to provide us with your voting instructions. The Portfolio commenced operations on September 30, 1998. Recently, the Fund's Board of Trustees voted to recommend the liquidation of the Portfolio because the Portfolio's net assets have grown to only $17.9 million and it is unlikely the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio's asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements) relative to total assets.In order to liquidate the Portfolio, the Fund must obtain the consent of its shareholders. The Portfolio's shareholders are insurance companies, including [Participating Insurance Company], whose variable contract/policyowners are invested in the Portfolio. Each insurance company must give its variable contract/policyowners of record as of the close of business on February 21, 2007, the right to instruct the insurance company as to the manner in which shares of the Portfolio attributable to the owner's variable contract/policy should be voted. If approved by shareholders, the liquidation is expected to occur on or about April 30, 2007.The proposed liquidation of the Portfolio will not in any way affect your rights or the obligations of [Participating Insurance Company] under your variable contract/policy. Furthermore, [Participating Insurance Company] has been advised by counsel that, if carried out, the proposed liquidation, followed by the transfer of the variable contract/policy value to an alternative subaccount, will not create any federal income tax liability for variable contract/policyowners.To assist you in giving us your instructions, a Voting Instruction Card is enclosed that reflects the number of shares of the Portfolio for which you are entitled to give us voting instructions. In addition, aaccompanying Notice of Special Meeting of Shareholders and a Proxy Statement are enclosed which further describe the matters to be voted on at the Special Meeting of Shareholders.From the date of this letter until 30 days after the date of liquidation, you will be permitted to make one free transfer of the entire variable contract/policy value that you have invested in the Portfolio to other investment funds available under your variable contract/policy. Any limitations on transfers under your variable contract/policy will not be affected by this free transfer. To assist you in giving us your transfer instructions, a Transfer Instruction Card is enclosed. Please note that you also may make your transfer on our website, www.___________.com, or by calling 1-800-___-____.If the Portfolio is liquidated and you have not transferred your variable contract/policy value out of the Portfolio by the date of the liquidation, your contract/policy value invested in shares of the Portfolio will be transferred automatically to the subaccount that invests in _________.YOUR VOTING INSTRUCTIONS ARE IMPORTANT. Please read the enclosed proxy materials and complete, date and sign the enclosed Voting Instruction Card. It is also important that you consider using your free transfer right to transfer your variable contract/policy value out of the Portfolio prior to the date of the liquidation.PLEASE ALSO PROVIDE US WITH YOUR TRANSFER INSTRUCTIONS. If you have any questions regarding this matter, please call 1-800-___-____ for assistance. We look forward to assisting you in your insurance and investment needs in 2007 and beyond.Sincerely,[Participating Insurance Company]DREYFUS INVESTMENT PORTFOLIOSFOUNDERS INTERNATIONAL EQUITY PORTFOLIONotice of Special Meeting of ShareholdersTo the owners of variable annuity contracts and variable life insurance policies entitled to give voting instructions: A Special Meeting of Shareholders of the Founders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios, will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 2:30 p.m., for the following purposes: 1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders; and2.To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof. Shares of the Portfolio are offered only to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (collectively referred to as the "Policies"). Portfolio shares held in separate accounts which are attributable to the Policies will be voted by the respective insurance company in accordance with instructions received from the owners of the Policies ("Policyowners"). This Notice of Special Meeting of Shareholders and the accompanying proxy statement and voting instruction form are being delivered to Policyowners of record at the close of business on February 21, 2007 so that they may instruct their insurance company as to the manner in which the Portfolio shares held by their Policies should be voted at the meeting.Your vote is important. Please complete, date and sign the enclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.By Order of the Board of TrusteesMichael A. RosenbergSecretaryNew York, New YorkFebruary 16, 2007DREYFUS INVESTMENT PORTFOLIOSFOUNDERS INTERNATIONAL EQUITY PORTFOLIOPROXY STATEMENTSpecial Meeting of Shareholdersto be held on Monday, April 16, 2007 This proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees of Dreyfus Investment Portfolios (the "Fund"), on behalf of its series, Founders International Equity Portfolio (the "Portfolio"), to be used at the Special Meeting of Shareholders (the "Meeting") of the Portfolio to be held on Monday, April 16, 2007 at 2:30 p.m., at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Shares of the Portfolio are offered only to separate accounts established by insurance companies ("Participating Insurance Companies") to fund variable annuity contracts and variable life insurance policies (collectively referred to as the "Policies"). The Participating Insurance Company's separate accounts are the shareholders of the Portfolio. However, pursuant to applicable laws, Portfolio shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies ("Policyowners"). As a Policyowner of record at the close of business on February 21, 2007, you have the right to instruct your Participating Insurance Company as to the manner in which shares of the Portfolio attributable to your Policy should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. To be effective, voting instructions must be received by the Participating Insurance Company before the close of business on April 13, 2007 (the "Effective Time"). Such instructions may be revoked at any time prior to the Effective Time by written notice of revocation or another voting instruction form delivered to the Participating Insurance Company. Shareholders are entitled to one vote for each Portfolio share held and a fractional vote for each fractional Portfolio share held. Holders of Initial shares and Service shares will vote together as a group on the proposal. As of February 8, 2007, 484,829.785 Initial shares and 116,308.961 Service shares of the Portfolio's beneficial interests were issued and outstanding. Participating Insurance Companies will vote Portfolio shares attributable to Policies as to which no executed voting instruction forms are received by the Effective Time, as well as Portfolio shares not attributable to Policies (e.g., representing accrued fees payable to the relevant Participating Insurance Company by the separate account) or owned exclusively by the Participating Insurance Company or its affiliates, in the same proportion (for, against or abstain) as the voting instructions timely received from Policyowners. Additional information regarding voting instruction rights is provided in the prospectus and/or statement of additional information for the Policies. The approximate mailing date of this proxy statement and the accompanying voting instruction card is February 26, 2007. The Fund's principal executive offices are located at 200 Park Avenue, New York, New York 10166, and its phone number is 1-800-554-4611.Copies of the Portfolio's most recent Annual Report is available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, Attention: Institutional Servicing, or by calling toll-free 1-800-554-4611.PROPOSAL 1: TO APPROVE A PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO WHICH THE PORTFOLIO'S ASSETS WILL BELIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERSIntroduction On February 16, 2007, the Fund's Board of Trustees, including a majority of Trustees who are not "interested persons" of the Fund, as defined by the Investment Company Act of 1940, as amended (the "1940 Act"), approved a Plan of Liquidation and Dissolution (the "Plan") in the form attached to this proxy statement. The Plan provides for the liquidation of the Portfolio's assets and the distribution to shareholders of the cash proceeds of the liquidation after paying or providing for the payment of all debts and liabilities of the Portfolio. The Fund's Board has directed that the Plan be submitted to Portfolio shareholders for approval. The Portfolio commenced operations on September 30, 1998, and, as of January 12, 2007, had total assets of approximately $12.0 million. The Portfolio has not achieved the asset growth expected by Dreyfus, the Portfolio's investment adviser, at the time the Portfolio commenced operations and Dreyfus believes it is unlikely that the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio's asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements by Dreyfus) relative to total assets. In addition, because of certain inefficiencies, the higher relative costs and disadvantageous economies of scale attendant with the Portfolio's asset base, Dreyfus and the Fund's Board have concluded that it would be in the best interests of the Portfolio and its shareholders and Policyowners to liquidate the Portfolio.Board Consideration In reaching its decision to approve the Plan and to submit it to shareholders for their approval, the Fund's Board considered the circumstances facing the Portfolio. The Board considered information provided by Dreyfus after management of Dreyfus reviewed the funds in the Dreyfus Family of Funds and concluded that it would be appropriate to reduce the number of smaller and less efficient funds and recommended to the Board that the Portfolio be liquidated. The Board considered, among other factors, the following: (i) the Portfolio's failure to attain relative asset growth needed to achieve efficient investment operations in the view of management; (ii) the Portfolio's limited prospects for future growth; (iii) the understanding that Participating Insurance Companies will permit their Policyowners to make their own decisions regarding reinvestment of their Policy values allocated to the Portfolio through the transfer instruction process; and (iv) the fact that the consummation of the liquidation as proposed willnot create any federal income tax liability for Policyowners. Furthermore, the Fund's Board concluded that the Plan was more appropriate than a merger of the Portfolio into a designated fund since Policyowners will be able to provide individualized instructions as to the transfer of the Portfolio's liquidated assets into another investment option available from their Participating Insurance Company, without adverse tax consequences to them. After careful consideration of these and other relevant factors, the Fund's Board concluded that approval of the Plan was in the best interests of shareholders and Policyowners and directed that the Plan be submitted to shareholders of the Portfolio for approval. The Fund is not required to seek federal or state regulatory approval of the Plan or the liquidation of the Portfolio.Description of the Plan and the Liquidation The Plan will become effective on the date it is approved by shareholders of the Portfolio (the "Effective Date"). Within a reasonable period of time after the Effective Date, the Portfolio will convert all of its assets to cash and will not engage in any business activity except for the purpose of winding up its business and affairs and preserving the value of its assets. On or about April 30, 2007, but not later than sixty days after the Effective Date, the Portfolio will distribute its assets to shareholders, after the payment (or reservation of assets for payment) to all creditors of the Portfolio, in redemption and cancellation of the outstanding shares of the Portfolio. Before making the final liquidating distribution, however, the Portfolio will continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Fund's Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares. The date on which the Portfolio makes the liquidating distribution of its assets to shareholders and redeems and cancels its outstanding shares will be known as the "Liquidation Date." The proportionate interest of each shareholder in the assets of the Portfolio will be fixed on the basis of the shareholder's respective holdings as of the close of business on the Liquidation Date. On such date, the books of the Portfolio will be closed and the Portfolio will cease operations and will not engage in any business activities except for purposes of winding up its business and affairs. The Fund's Board has been advised by each Participating Insurance Company that, in order to avoid the potential of current taxation of a distribution, prior to or immediately following the distribution of liquidation proceeds to shareholders, the Participating Insurance Company will reinvest the redemption or cash proceeds distributed to its separate account by transferring the proceeds from the subaccount that held Portfolio shares to other subaccounts pursuant to transfer instructions timely received from Policyowners. For Policies as to which the Policyowners have not provided timely transfer instructions, the Participating Insurance Company will transfer the value of their Policies to a money market fund designated by the Participating Insurance Company. Transfer instructions and information as to the investment options will be provided by your Participating Insurance Company. Dreyfus will bear all expenses incurred in connection with carrying out the Plan, including legal and auditing expenses and printing, mailing, solicitation and miscellaneous expenses arising from the liquidation, but excluding the cost of liquidating portfolio investments (e.g., brokerage commissions and other transaction expenses) in preparation for and in connection with the Portfolio's liquidation. Normal operating expenses of the Portfolio will be borne by the Portfolio in the same manner as such expenses would have been borne absent a liquidation. The Plan also provides that the Fund's Board shall have the authority to authorize such variations from, or amendments to, the provisions of the Plan as may be necessary or appropriate to effect the complete liquidation and dissolution of the Portfolio, as well as the other purposes generally to be accomplished by the Plan. If shareholders of the Portfolio fail to approve the Plan, the Portfolio will not be liquidated and will continue to operate and be managed in accordance with its investment objective and policies as currently in effect. However, in such case, the Fund's Board would determine what alternative action, if any, should be taken.Vote Required and Board of Trustees' Recommendation Approval of this proposal requires the affirmative vote of a majority of the Portfolio's shares outstanding and entitled to vote.THE FUND'S BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"APPROVAL OF THE PLANADDITIONAL INFORMATIONInformation Pertaining to the Investment Adviser and Distributor Dreyfus, the Portfolio's investment adviser, is located at 200 Park Avenue, New York, New York 10166, and is a wholly-owned subsidiary of Mellon Financial Corporation ("Mellon Financial"). Founded in 1947, Dreyfus manages more than $191 billion in approximately 200 mutual fund portfolios. On December 4, 2006, Mellon Financial and The Bank of New York Company, Inc. ("BNY") announced that they had entered into a definitive agreement to merge. The new company will be called The Bank of New York Mellon Corporation. As part of this transaction, Dreyfus would become a wholly-owned subsidiary of The Bank of New York Mellon Corporation. The transaction is subject to certain regulatory approvals and the approval of BNY's and Mellon Financial's shareholders, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Mellon Financial and BNY expect the transaction to be completed in the third quarter of 2007. Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the Portfolio's distributor.Voting Information Voting instructions are being solicited by the Participating Insurance Companies by mail. In addition to the use of the mails, voting instructions may be solicited personally or by telephone by representatives of the Participating Insurance Companies. Participating Insurance Companies may be paid for their expenses in sending soliciting materials to their Policyowners. An outside firm may be retained to assist in the solicitation of voting instructions, primarily by contacting Policyowners by telephone. Shares represented by executed and unrevoked voting instruction forms will be voted in accordance with the specification made thereon, and if no voting instructions are given on such voting instruction forms, the shares will be voted "FOR" the proposal. If a voting instruction form is properly executed and returned accompanied by instructions to withhold authority to vote, or is marked with an abstention (collectively, "abstentions"), the Portfolio shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote in favor of the proposal. For this reason, abstentions will have the effect of a "no" vote for the purpose of obtaining the requisite vote to approve the proposal. A quorum is constituted by the presence in person or by proxy of the holders of at least thirty percent of the Portfolio's outstanding shares entitled to vote at the Meeting. Because the Participating Insurance Companies hold of record all of the Portfolio's shares, it is anticipated that all such shares will be present at the Meeting. In the event sufficient votes to approve the proposal are not received, the Participating Insurance Companies may propose one or more adjournments of the Meeting to permit further solicitation of voting instructions. Any adjournment will require the affirmative vote by the holders of a majority of the Portfolio's shares eligible to vote that are represented at the Meeting in person or by proxy. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Policyowners with respect to the reasons for the solicitation. Generally, votes cast "for" the proposal will be voted in favor of such adjournment, and votes cast "against" the proposal will be voted against any adjournment (abstentions will be voted for or against adjournment in proportion to the shares voted "for" or "against" the proposal).Portfolio Share Ownership As of February 8, 2007, none of the Fund's Trustees and officers owned Portfolio shares. As of February 8, 2007, the following Participating Insurance Companies were known by the Fund to own 5% or more of the Portfolio's outstanding voting securities. Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a fund's total outstanding shares may be deemed a "control person" (as defined in the 1940 Act) of the fund.Name and Address of Participating Insurance Company Percent ofPortfolioShares OutstandingDated: ___________________ TransAmerica Occidental Life Insurance CompanySeparate Account VA-2L4333 Edgewood Road, NECedar Rapids, IA 5249987.45%(Initial shares)100.00%(Service shares)_________________________ Signature(s) First TransAmerica Life Insurance CompanySeparate Account VA-2LNY4333 Edgewood Road, NECedar Rapids, IA 52499_________________________ 12.55%(Initial shares)Signature(s) The proportionate voting policy described in this proxy statement may result in certain Policyowners' instructions affecting the vote of 5% or more of the Portfolio's total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.* * * * *Other Matters The Fund's Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the proxies in accordance with their judgment on such matter. The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE.Dated: February 16, 2007EXHIBIT APLAN OF LIQUIDATION AND DISSOLUTION The following Plan of Liquidation and Dissolution (the "Plan") of the Founders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), a trust organized and existing under the laws of the Commonwealth of Massachusetts, registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), is intended to accomplish the complete liquidation and dissolution of the Portfolio in conformity with the provisions of the Fund's Amended and Restated Agreement and Declaration of Trust, dated February 27, 1998 (the "Declaration of Trust"), and applicable Massachusetts law. WHEREAS, the Fund's Board of Trustees (the "Board"), including a majority of those Trustees who are not "interested persons" (as defined in the 1940 Act), has deemed that it is advisable and in the best interests of the Portfolio and its shareholders to liquidate and to dissolve the Portfolio, and the Board, on February 16, 2007, considered the matter and determined to recommend the termination of the Portfolio pursuant to this Plan; NOW, THEREFORE, the liquidation and dissolution of the Portfolio shall be carried out in the manner hereinafter set forth: 1. Effective Date of Plan. The Plan shall be and become effective only upon the adoption and approval of the Plan at a meeting of shareholders of the Portfolio called for the purpose of voting upon the Plan. Approval of the Plan is to be determined by the affirmative vote of a majority of the Portfolio's shares outstanding and entitled to vote on the Plan. The date of such adoption and approval of the Plan by shareholders is hereinafter called the "Effective Date." 2. Dissolution. Consistent with the provisions of this Plan, the Portfolio shall be liquidated and dissolved pursuant to applicable provisions of Massachusetts law and the Declaration of Trust within a reasonable period of time after the Effective Date. 3. Cessation of Business. After the Effective Date, the Portfolio shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of this Plan after the payment (or reservation of assets for payment) to all creditors of the Portfolio; provided that the Portfolio shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares. 4. Liquidation of Assets. The Portfolio shall cause the liquidation of its assets to cash, consistent with the terms of the Plan. 5. Payment of Debts. As soon as practicable after the Effective Date, the Portfolio shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below. 6. Liquidating Distribution. Within 60 days of the Effective Date, the Portfolio will provide the following to each shareholder of record who has not redeemed its shares: (i) a liquidating distribution equal to the shareholder's proportionate interest in the remaining assets of the Portfolio (after the payments and creation of the reserves contemplated by Section 5 above); and (ii) information concerning the sources of the liquidating distribution. 7. Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Portfolio and The Dreyfus Corporation, the Portfolio's investment adviser, all expenses incurred by or allocable to the Portfolio in carrying out the Plan and dissolving the Portfolio, excluding the cost (if any) of liquidating portfolio investments in preparation for and in connection with the liquidation, shall be borne by The Dreyfus Corporation. 8. Power of the Board. The Board and, subject to the general direction of the Board, the officers of the Fund, shall have authority to do or authorize any and all acts and things as provided for in the Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of the Plan, including without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement the Plan or which may be required by the provisions of the 1940 Act, the Securities Act of 1933, as amended, and applicable Massachusetts law and the Declaration of Trust. 9. Amendment of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisions of the Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the dissolution, complete liquidation and termination of the existence of the Portfolio, and the distribution of assets to shareholders in accordance with the purposes intended to be accomplished by the Plan.DREYFUS INVESTMENT PORTFOLIOSFOUNDERS INTERNATIONAL EQUITY PORTFOLIO[PARTICIPATING INSURANCE COMPANY] The undersigned owner of one or more variable annuity contracts or variable life insurance policies (collectively, the "Policies") offered by the indicated insurance company (the "Participating Insurance Company") hereby instructs the Participating Insurance Company to vote as indicated herein all of the shares of beneficial interest of the Founders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held in each separate account attributable to the Policies at the close of business on February 21, 2007 at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 2:30 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR" THE APPROVAL OF THE PROPOSAL. If you fail to return this Voting Instruction Card, the Participating Insurance Company will vote all shares attributable to your account value in proportion to allare NOT voting instructions for the Portfolio actually received from Policyowners in the separate account.by Telephone or Internet, Please Sign,By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.Dated:________________, 2007__________________________Signature(s)__________________________Signature(s)Sign, this Form
the Proxy Card
Enclosed EnvelopeFOLD AND DETACH HEREPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.|_| FOR |_| AGAINST |_| ABSTAIN2.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments thereof.DREYFUS INVESTMENT PORTFOLIOSFOUNDERS INTERNATIONAL EQUITYPORTFOLIO The undersigned hereby appoints Joseph M. Chioffi and Jeff Prusnofsky, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote as indicated herein, all of the shares of beneficial interest of the Founders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held at the close of business on February 21, 2007, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Monday, April 16, 2007, at 2:30 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.Dated:________________, 2007__________________________Signature(s)__________________________Signature(s)Sign, Date and Return this FormPromptly Using theEnclosed EnvelopeFOLD AND DETACH HEREPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.|_| FOR |_| AGAINST |_| ABSTAIN2.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments thereof.[PARTICIPATING INSURANCE COMPANY LOGO]____________, 2007Dear Policyowner:We would like to take this opportunity to inform you of the proposed liquidation of the Founders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), and to request your voting instructions on this matter. As the owner of a variable annuity contract or variable life insurance policy issued by [Participating Insurance Company] who has invested in the Portfolio, you are entitled to provide us with your voting instructions. The Portfolio commenced operations on September 30, 1998. Recently, the Fund's Board of Trustees voted to recommend the liquidation of the Portfolio because the Portfolio's net assets have grown to only $12.0 million and it is unlikely the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio's asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements) relative to total assets.In order to liquidate the Portfolio, the Fund must obtain the consent of its shareholders. The Portfolio's shareholders are insurance companies, including [Participating Insurance Company], whose variable contract/policyowners are invested in the Portfolio. Each insurance company must give its variable contract/policyowners of record as of the close of business on February 21, 2007, the right to instruct the insurance company as to the manner in which shares of the Portfolio attributable to the owner's variable contract/policy should be voted. If approved by shareholders, the liquidation is expected to occur on or about April 30, 2007.The proposed liquidation of the Portfolio will not in any way affect your rights or the obligations of [Participating Insurance Company] under your variable contract/policy. Furthermore, [Participating Insurance Company] has been advised by counsel that, if carried out, the proposed liquidation, followed by the transfer of the variable contract/policy value to an alternative subaccount, will not create any federal income tax liability for variable contract/policyowners.To assist you in giving us your instructions, a Voting Instruction Card is enclosed that reflects the number of shares of the Portfolio for which you are entitled to give us voting instructions. In addition, a Notice of Special Meeting of Shareholders and a Proxy Statement are enclosed which further describe the matters to be voted on at the Special Meeting of Shareholders.From the date of this letter until 30 days after the date of liquidation, you will be permitted to make one free transfer of the entire variable contract/policy value that you have invested in the Portfolio to other investment funds available under your variable contract/policy. Any limitations on transfers under your variable contract/policy will not be affected by this free transfer. To assist you in giving us your transfer instructions, a Transfer Instruction Card is enclosed. Please note that you also may make your transfer on our website, www.___________.com, or by calling 1-800-___-____.If the Portfolio is liquidated and you have not transferred your variable contract/policy value out of the Portfolio by the date of the liquidation, your contract/policy value invested in shares of the Portfolio will be transferred automatically to the subaccount that invests in _________.YOUR VOTING INSTRUCTIONS ARE IMPORTANT. Please read the enclosed proxy materials and complete, date and sign the enclosed Voting Instruction Card. It is also important that you consider using your free transfer right to transfer your variable contract/policy value out of the Portfolio prior to the date of the liquidation.PLEASE ALSO PROVIDE US WITH YOUR TRANSFER INSTRUCTIONS. If you have any questions regarding this matter, please call 1-800-___-____ for assistance. We look forward to assisting you in your insurance and investment needs in 2007 and beyond.Sincerely,[Participating Insurance Company]