UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act ofINFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No.(AMENDMENT NO.   )
Filed by the Registrant [_]
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Filed by a Party other than the Registrant [_]
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Check the appropriate box:
[_]  Preliminary Proxy Statement
[_]  CONFIDENTIAL, FOR USE OF THE
     COMMISSION ONLY (AS PERMITTED BY
     RULE 14A-6(E)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials
[_]  Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

       DREYFUS FIXED INCOME SECURITIES
       DREYFUS INSTITUTIONAL CASH ADVANTAGE FUNDS
       DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUNDS
       DREYFUS INVESTMENT PORTFOLIOS
       DREYFUS PREMIER OPPORTUNITY FUNDS
       THE DREYFUS PREMIER THIRD CENTURY FUND, INC.
       THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
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               (Name of Registrant as Specified In Its Charter)

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   (Name
[   ]
[   ]
[X]
[   ]
[   ]
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-12



DREYFUS INVESTMENT PORTFOLIOS
(Name of Registrant as Specified in its Charter)

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)
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[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
         the filing fee is calculated and state how it was determined):
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     (5) Total fee paid:
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[_]  Fee paid previously with preliminary materials.
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No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Title of each class of securities to which transaction applies:_________________________
Aggregate number of securities to which transaction applies:________________________
Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): _________________________________________________________________________________________
Proposed maximum aggregate value of transaction:_______________________________
Total fee paid:___________________________________________________________

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Fee previously paid with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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Date filed:_______________________________________

DREYFUS INVESTMENT PORTFOLIOS
CORE BOND PORTFOLIO
Notice of Special Meeting of Shareholders
To the owners of variable annuity contracts and variable life insurance policies entitled to give voting instructions:
            A Special Meeting of Shareholders of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identifyCore Bond Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios, will be held at 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 dateoffices of its filing.
     (1) Amount Previously Paid:
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     (4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)



                           THE DREYFUS FAMILY OF FUNDSThe Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, Dear Stockholder:

     Your Dreyfus fund(s)on Wednesday, April 4, 2007, at 12:30 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; and

2.
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 other fundsvariable life insurance policies (collectively referred to as the “Policies”). Portfolio shares held in separate accounts which are attributable to the Dreyfus Family of Funds will
hold special stockholder meetings on December 18, 2002. Stockholders of The
Dreyfus Premier Third Century Fund, Inc. and The Dreyfus Socially Responsible
Growth Fund, Inc.Policies will be asked to approve changes to certain fundamental
policies and investment restrictions of those funds. These changes would provide
such fundsvoted by the respective insurance company in accordance with greater management and/or investment flexibility, orinstructions received from the opportunity for increased revenue, and would conform these funds' relevant
policies and restrictions to those of most other similar funds in the Dreyfus
Family of Funds. These changes would not alter these funds' investment
objectives or basic investment policies. Stockholders of allowners of the funds in the
proxy statement will be asked to elect additional Board members of their funds.
Please take the time to read the enclosed materials.

     Since the proposal to elect additional Board members is common to all of
the funds, we have combined the proxy statement to save on fund expenses. If you
own shares of more than one Dreyfus fund, the combined proxy statement also may
save you the time of reading more than one document before you vote. We have
also included a section following this letter that answers commonly asked
questions. The proxy statement provides a detailed description of each proposal,
why the proposal is being made, and whether it applies to your fund. If you own
shares of more than one Dreyfus fund on the record date for the meeting, please
note that each fund has a separate proxy card. You should vote one for each fund
you own.

     Remember, your vote is extremely important, no matter how large or small
your fund holdings. By voting now, you can help avoid additional costs that are
incurred with follow-up letters and calls.

     To vote, you may use any of the following methods:

     .    By Mail. Please complete, date and sign the enclosed proxy card for
          each fund you own and mail it in the enclosed, postage-paid envelope.

     .    By Internet. Have your proxy card(s) available. Go to the website
          listed on the proxy card. Enter your control number from your proxy
          card. Follow the instructions on the website.

     .    By Telephone. Have your proxy card(s) available. Call the toll-free
          number listed on the proxy card. Enter your control number from your
          proxy card. Follow the recorded instructions.

     If you have any questions before you vote, please call our proxy solicitor
at 1-800-769-7666.

     Your vote is very important to us. Thank you for your response and for your
continued investment with the Dreyfus Family of Funds.

                                   Sincerely,

                                   /s/ Stephen E. Carter
                                   Stephen E. Canter
                                   President



                              QUESTIONS AND ANSWERS

Q.   What is happening?

A.   The Dreyfus Premier Third Century Fund, Inc. and The Dreyfus Socially
     Responsible Growth Fund, Inc. are proposing in Proposal 1 changes to
     certain of their fundamental policies and investment restrictions. Approval
     of this Proposal would permit these funds to participate in a portfolio
     securities lending program, and to invest in other investment companies.
     These changes would provide such funds with greater management and/or
     investment flexibility, or the opportunity for increased revenue, and would
     conform the relevant policies and restrictions to those of most other
     similar funds in the Dreyfus Family of Funds. These changes would not alter
     the funds' investment objectives or basic investment policies. Stockholders
     of The Dreyfus Premier Third Century Fund, Inc. and The Dreyfus Socially
     Responsible Growth Fund, Inc. will have the opportunity to vote separately
     on each proposed change as set forth on such funds' Proxy Cards.

     Each fund in the Proxy Statement is proposing in Proposal 2 that additional
     Board members be elected. The enclosed Proxy Statement describes the
     nominees' qualifications and their current roles overseeing other funds in
     the Dreyfus Family of Funds.

Q.   What happens if I own shares in more than one fund?

A.   If you have more than one fund account in your name at the same address,
     you will receive a separate Proxy Card for each fund, but only one Proxy
     Statement. Please vote all Proposals listed on each Proxy Card you receive.

Q.   How can I vote my shares?

A.   You can vote in any one of the following ways:

     .    By mail, with the enclosed Proxy Card(s) and postage-paid envelope;

     .    By telephone, with a toll-free call to the number listed on your Proxy
          Card(s);

     .    Through the Internet, at the website address listed on your Proxy
          Card(s); or

     .    In person at the meeting.

     We encourage you to vote through the Internet, or by telephone using the
     number that appears on your Proxy Card(s). These voting methods will save
     the funds money because they would not have to pay for return-mail postage.
     Whichever voting method you choose, please take the time to read the full
     text of the Proxy Statement before you vote.

     Q.   I plan to vote by mail. How should I sign my proxy card?

     A.   If you are an individual account owner, please sign exactly as your
          name appears on the Proxy Card. Either owner of a joint account may
          sign the Proxy Card, but the signer's name must exactly match one that
          appears on the card. You should sign the Proxy Card for other types of
          accounts in a way that indicates your authority (for instance, "John
          Brown, Custodian"Policies (“Policyowners”).

     Q.   I am a small investor. Why should I bother to vote?

     A.   Your vote makes a difference. If numerous stockholders just like you
          fail to vote their proxies, your fund may not receive enough votes to
          go forward with its meeting. If this happens, we may need to mail
          proxies again--a costly proposition for your fund!

     Q.   Whom do I call for more information?

     A.   If you need more information, please call D.F. King & Co., Inc., your
          fund's proxy solicitor, at 1-800-769-7666.



                         Dreyfus Fixed Income Securities
                   Dreyfus Institutional Cash Advantage Funds
               Dreyfus Institutional Preferred Money Market Funds
                         Dreyfus Investment Portfolios
                       Dreyfus Premier Opportunity Funds
                  The Dreyfus Premier Third Century Fund, Inc.
               The Dreyfus Socially Responsible Growth Fund, Inc.
                         -------------------------------
             This Notice of Special MeetingsMeeting of Stockholders
                         -------------------------------
ToShareholders and the Stockholders:

     Special Meetings of Stockholders of each of the funds in the Dreyfus Family
of Funds listed above (each, a "Fund"accompanying proxy statement and collectively, the "Funds")* will be
held at the Grand Hyatt New York, Park Avenue at Grand Central Station, New
York, New York 10017 on Wednesday, December 18, 2002 at 11:00 a.m., Eastern
time, for the following purposes:

     1.   With respectvoting instruction form are being delivered to The Dreyfus Premier Third Century Fund, Inc. and The
          Dreyfus Socially Responsible Growth Fund, Inc. only, to approve
          changes to certain of the Funds' fundamental policies and investment
          restrictions as follows:

          A.   to permit participation in a portfolio securities lending
               program; and

          B.   to permit investment in other investment companies.

     2.   With respect to each Fund, to elect additional Board members to hold
          office until their successors are duly elected and qualified.

     3.   To transact such other business as may properly come before the
          meeting, or any adjournment or adjournments thereof.

     StockholdersPolicyowners of record at the close of business on October 22, 2002 willFebruary 12, 2007 so that they may instruct their insurance company as to the manner in which the Portfolio shares held by their Policies should be entitled to receive notice of and to votevoted at the meeting.

                                   By Order ofYour vote is important. Please complete, date and sign the Boards

                                   Secretary

enclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.
By Order of the Board of Trustees

Michael A. Rosenberg
Secretary

New York, New York
October 25, 2002

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* Each Fund, except The Dreyfus Premier Third Century Fund, Inc. and The Dreyfus
Socially Responsible Growth Fund, Inc., is a "series" investment company
comprised
February 16, 2007
DREYFUS INVESTMENT PORTFOLIOS
CORE BOND PORTFOLIO
PROXY STATEMENT
Special Meeting of separate portfolios, each of which is deemed a Fund, as applicable,
in the Proxy Statement. For a list of the series, see Schedule 1 to the Proxy
Statement.


                            WE NEED YOUR PROXY VOTE.
 A STOCKHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY
  LAW, THE MEETING OF STOCKHOLDERS OF A FUND WILL HAVE TO BE ADJOURNED WITHOUT
CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE
AFFECTED FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM.
 CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS
 SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD(S) OR OTHERWISE VOTE IMMEDIATELY.
       YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.



                         Dreyfus Fixed Income Securities
                   Dreyfus Institutional Cash Advantage Funds
               Dreyfus Institutional Preferred Money Market Funds
                         Dreyfus Investment Portfolios
                       Dreyfus Premier Opportunity Funds
                  The Dreyfus Premier Third Century Fund, Inc.
               The Dreyfus Socially Responsible Growth Fund, Inc.

                            COMBINED PROXY STATEMENT

                        Special Meetings of Stockholders
                   Shareholders
to be held on Wednesday, December 18, 2002April 4, 2007
            This Proxy Statementproxy statement is furnished in connection with a solicitation of proxies by the Board of eachTrustees of the funds in the Dreyfus FamilyInvestment Portfolios (the “Fund”), on behalf of Funds listed
in the accompanying Notice of Special Meetings of Stockholders (each, a "Fund"
and, collectively, the "Funds"its series, Core Bond Portfolio (the “Portfolio”), to be used at the Special Meeting of StockholdersShareholders (the "Meeting"“Meeting”) of each Fundthe Portfolio to be held on Wednesday, December 18,
2002April 4, 2007 at 11:00 a.m.12:30 p.m., Eastern time, at the Grand Hyatt New York,offices of The Dreyfus Corporation (“Dreyfus”), 200 Park Avenue, at
Grand Central Station,7th Floor, New York, New York 10017,10166, for the purposes set forth in such Notice. Stockholdersthe 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 October 22, 2002
are entitledFebruary 12, 2007, you have the right to receiveinstruct 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 3, 2007 (the “Effective Time”). Such instructions may be revoked at any time prior to the Effective Time by written notice of andrevocation or another voting instruction form delivered to vote at the Meeting. StockholdersParticipating Insurance Company.
           Shareholders are entitled to one vote for each FundPortfolio share held and a fractional votesvote for each fractional FundPortfolio share held. Stockholders canHolders of Initial shares and Service shares will vote onlytogether as a group on matters affecting the Fund(s)proposal. As of February 8, 2007, 1,545,732.524 Initial shares and 3,213,560.327 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 theyno executed voting instruction forms are stockholders. Shares representedreceived by executed and
unrevoked proxies will be voted in accordance with the specifications made
thereon. If any enclosed form of proxy is executed and returned, it nevertheless
may be revoked by another proxy, by calling the toll-free telephone number,
through the Internet, by fax, or by letter or telegram directedEffective Time, as well as Portfolio shares not attributable to Policies (e.g., representing accrued fees payable to the relevant Fund, which must indicateParticipating Insurance Company by the stockholder's name and account number. To be
effective, such revocation must beseparate 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 beforefrom Policyowners. Additional information regarding voting instruction rights is provided in the Meeting. In addition, any
stockholder who attends the Meeting in person may vote by ballot at the Meeting,
thereby canceling any proxy previously given.

     Stockholdersprospectus and/or statement of each Fund will vote as a single class and will vote
separately on each proposal on which stockholders of that Fund are entitled to
vote. If a proposal is approved by stockholders of one Fund and not approved by
stockholders of any other Fund, the proposal will be implementedadditional information for the Fund
that approvedPolicies.
          The approximate mailing date of this proxy statement and the proposal and will not be implemented for any Fund that did not
approve the proposal. Therefore, itaccompanying voting instruction card is essential that stockholders who own
shares in more than one Fund complete, date, sign and return each proxy card
they receive, or otherwise vote immediately.

     Information as to the number of shares outstanding and share ownership for
each Fund is set forth on Schedule 2 to this Proxy Statement.

     It is estimated that proxy materials will be mailed to stockholders of
record on or about October 28, 2002.February 21, 2007. The Fund’s principal executive offices of each
Fund are located at 200 Park Avenue, New York, New York 10166. 10166, and its phone number is 1-800-554-4611.Copies of each
Fund'sthe Portfolio’s most recent Annual and Semi-Annual Reports areReport 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 1-800-645-6561.

1-800-554-4611.
PROPOSAL 1: TO APPROVE CHANGESA PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO CERTAIN OFWHICH THE FUNDAMENTAL POLICIESPORTFOLIO’S ASSETS WILL BELIQUIDATED, KNOWN LIABILITIES SATISFIED AND INVESTMENT RESTRICTIONS OF THE DREYFUS PREMIER THIRD CENTURY FUND,
             INC. AND THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

    Only stockholdersREMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERS
Introduction
          On February 16, 2007, the Fund’s Board of The Dreyfus Premier Third CenturyTrustees, including a majority of Trustees who are not “interested persons” of the Fund, Inc. and
   The Dreyfus Socially Responsible Growth Fund, Inc. vote on this Proposal.

Introduction

     Management of The Dreyfus Premier Third Century Fund, Inc. and The Dreyfus
Socially Responsible Growth Fund, Inc. believes it appropriate to modify certain
investment restrictions which are fundamental policies, as described below. Thedefined by the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), requires thatapproved a relatively limited numberPlan of investment policiesLiquidation and restrictions be designated
as fundamental policies that may not be changed without stockholder approval./1/
When these Funds were formed, each Fund's Board adopted certain restrictions now
believed to be unduly restrictive, and designated certain other policies as
fundamental which are not required to be fundamental policies. Specifically, the
Funds' fundamental policies regarding lending and investingDissolution (the “Plan”) in the securitiesform attached to this proxy statement. The Plan provides for the liquidation of other investment companies are believedthe Portfolio’s assets and the distribution to be too restrictive when compared to
such policiesshareholders of other mutual funds,the cash proceeds of the liquidation after paying or providing for the payment of all debts and their policy regarding investing in
investment companies is not required to be fundamental.liabilities of the Portfolio. The Boards of The Dreyfus Premier Third Century Fund, Inc. and The Dreyfus
Socially Responsible Growth Fund, Inc. have approved changes to the Fund's
fundamental policies and investment restrictions and recommend stockholders
approve such changes, as follows:

     (A) to permit participation in a portfolio securities lending program; and

     (B) to permit investment in other investment companies.

     The Boards and Fund management believeFund’s Board has directed that the changes arePlan be submitted to Portfolio shareholders for approval.
          The Portfolio commenced operations on May 1, 2000, 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, 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 respective FundsPortfolio and will enhanceits shareholders and Policyowners to liquidate the abilityPortfolio.
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 The Dreyfus Corporation ("Dreyfus") to manage each Fund's assets and increase investment
management opportunities, or provide the opportunity for increased revenue. This
Proposal does not involve any change to either Fund's investment objective.

Changes in Fundamental Policies and Investment Restrictions

PROPOSAL 1(A): TO PERMIT PARTICIPATION IN A PORTFOLIO SECURITIES LENDING PROGRAM

     Most ofreviewed the funds in the Dreyfus Family of Funds haveand concluded that it would be appropriate to reduce the abilitynumber 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 portfolio securities lending,any business activity except for the purpose of winding up its business and several participate in a securities lending
program operated by Mellon Bank, N.A. ("Mellon Bank"), the parent company of
Dreyfus. The Dreyfus Premier Third Century Fund, Inc.affairs and The Dreyfus Socially
Responsible Growth Fund, Inc. are not permitted by their fundamental policies to
lend their portfolio securities. The respective Boards of The Dreyfus Premier
Third Century Fund, Inc. and The Dreyfus Socially Responsible Growth Fund, Inc.
recommend that stockholders approve the changes to the Funds' fundamental
policies to permit the Funds to participate to the fullest extent possible in
securities lending, including in the program sponsored by Mellon Bank.

     The practice of mutual funds lending their portfolio securities to enhance
returns to stockholders has become accepted in the industry. Generally,
securities lending programs work as follows: A borrower (normally a
broker-dealer or other financial institution) seeks a specific security for one
of a variety of reasons. A lending agent, which operates a securities lending
program, will negotiate the terms of the loan with the borrower, and deliver the
security from one of the lenders participating in the program, in return for
collateral (cash or securities) from the borrower. Where the collateral is
securities, the borrower pays the lender a loan premium fee, part of which goes
to the lending agent for its services. When the collateral is cash, it is
invested on behalf of the lender by the lending agent, and the borrower is paid
a pre-negotiated cash collateral fee. The lender is compensated by the amount
earned from the investment of the cash collateral, after deducting the
borrower's fee and the portion of the return due to the lending agent.

- --------------
/1/ The policies required to be fundamental under the 1940 Act relate to (a) the
classification and subclassification under the 1940 Act within which the Fund
may operate, (b) borrowing money, (c) issuing senior securities, (d) engaging in
the business of underwriting securities issued by other persons, (e)
concentrating investments in a particular industry or group of industries, (f)
purchasing and selling real estate or commodities, (g) making loans to other
persons, and (h) changing the nature of the business so as to cease to be an
investment company.

                                       2



     The securities lending program operated by Mellon Bank normally accepts
only cash as collateral, although Treasury bills or other securities issued by
the U.S. Government also may be accepted. The collateral is marked-to-market
daily, and additional collateral deposited ifpreserving the value of its assets. On or about April 30, 2007, but not later than sixty days after the collateral falls
belowEffective Date, the minimum required, normally equalPortfolio will distribute its assets to 100%-105%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 the
security loaned. Any loan of Fund portfolio securities would be terminable by
the Fund at will, at any time. Should the borrower of the securities fail
financially, the lending Fund may experience delays in recovering the loaned
securities or exercising its rights in the collateral. The list of potential
borrowers includes only those entities which have otherwise been approved under
Dreyfustheir Policies to a money market fund creditworthiness procedures. In a loan transaction,designated by the lending FundParticipating Insurance Company. Transfer instructions and information as to the investment options will be provided by your Participating Insurance Company.
          Dreyfus will bear the risk of any decline in value of securities
acquired with cash collateral. A lending Fund will minimize this risk by
limiting the investment of cash collateral to repurchase agreements or other
high quality instruments with short maturities or, if permitted by its policies,
shares of money market funds advised by Dreyfus.

     Currently, The Dreyfus Premier Third Century Fund, Inc. and The Dreyfus
Socially Responsible Growth Fund, Inc. are not permitted by their respective
fundamental policies to lend portfolio securities. If approved by the respective
Fund's stockholders, each Fund's fundamental policy with respect to making loans
to other personsall expenses incurred in connection with lendingcarrying 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 securities would be
changed to allow the Fund to lend its portfolio securities in an amount not to
exceed the maximum amount permitted under the 1940 Act (currently, no more than
331/3% of the value of the Fund's total assets). The changes also would revise
the language regarding the Fund's flexibility to engage in transactions that
might be deemed to involve loans, such as the purchase of certain debt
instruments. Such policy would read, in relevant part, as follows:

     "The Fund may not lend any securities or make loans to others, except to
     the extent permitted under the 1940 Act (which currently limits such loans
     to no more than 331/3% of the value of the Fund's total assets) or as
     otherwise permitted by the Securities and Exchange Commission. For purposes
     of this Investment Restriction, the purchase of debt obligations (including
     acquisitions of loans, loan participations or other forms of debt
     instruments) and the entry into repurchase agreements shall not constitute
     loans by the Fund. Any loans of portfolio securities will be made according
     to guidelines established by the Securities and Exchange Commission and the
     Fund's Board."

                                     * * *


PROPOSAL 1(B): TO PERMIT INVESTMENT IN OTHER INVESTMENT COMPANIES

     Most of the funds in the Dreyfus Family of Funds have the ability to invest
in securities issued by other investment companies. The Dreyfus Premier Third
Century Fund, Inc. and The Dreyfus Socially Responsible Growth Fund, Inc. are
not permitted by their fundamental policies to invest in other open-end
investment companies, and may invest in closed-end investment companies only in
limited circumstances. The respective Boards of The Dreyfus Premier Third
Century Fund, Inc. and The Dreyfus Socially Responsible Growth Fund, Inc.
recommend that stockholders approve the changes to the Funds' fundamental
policies to permit the Funds to invest in the securities of other investment
companies to the extent permitted under the 1940 Act, as described below, and
make such policies non-fundamental. Non-fundamental policies may be changed by
the Fund's Board at any time without stockholder approval.

     Generally, if the changes are approved by stockholders, the Fund would be
able to invest its uninvested cash or, if it participated in the securities
lending program, cash collateral received from borrowers of the Fund's portfolio
securities, in shares of one or more money market funds advised by Dreyfus. If
this Proposal is approved by stockholders, the Funds currently intend to limit
their investments in investment companies to money market funds investing in
securities issued by the U.S. Government, its agencies and instrumentalities,
and repurchase agreements with respect thereto. The Fund also would be able to
invest in the securities of other investment companies for investment purposes,
subject to such investment companies meeting the Fund's investment standards.

     Under the 1940 Act, a Fund's investment in the securities of other
investment companies, subject to certain exceptions, currently is limited to (i)
3% of the total voting stock of any one investment company, (ii) 5% of the
Fund's total assets with respect to any one investment company and (iii) 10% of
the Fund's total assets in the aggregate. The Securities and Exchange Commission
("SEC") has granted an Exemptive Order to the Funds and Dreyfus which generally
permits each Dreyfus-managed fund to use cash collateral received from borrowers
of the fund's portfolio securities, and any other uninvested cash held by the
fund, to purchase shares of one or more institutional money market funds advised
by Dreyfus in excess of the percentage limitations imposed by the 1940 Act on
investments in other investment companies. While granting relief from such
limitations for both the investment of cash collateral(e.g., brokerage commissions and other uninvested
cash, the Exemptive Order does require that a fund not invest its

                                       3



uninvested cash (monies totally separatetransaction expenses) in preparation for and apart from any cash collateral
received in connection with the securities lending program) in other investment
companies in excessPortfolio’s liquidation. Normal operating expenses of 25% of its total assets.

     Investmentsthe Portfolio will be borne by the Portfolio in the securities of other investment companies may involve
duplication of advisory fees and other expenses. With respectsame 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 management
feesprovisions 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 earned by Dreyfus in connection with the investment of one fund's
uninvested cash, totally separate and apart from the securities lending program,
in another Dreyfus fund, Dreyfus will reduce the management fee charged the
first fundaccomplished by the amountPlan.
          If shareholders of the fee it earnsPortfolio 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 second fund. For example,Fund’s Board would determine what alternative action, if uninvested cash from an equity fund where Dreyfus is earning a 0.75% management
fee were toany, should be invested in a money market fund where Dreyfus is earning a 0.20%
management fee, Dreyfus would reduce its fee charged to the equity fund on those
assets by 0.20%.

     Currently, The Dreyfus Premier Third Century Fund, Inc. and The Dreyfus
Socially Responsible Growth Fund, Inc. are not permitted to purchase or retain
securities issued by other open-end investment companies, and may invest in
closed-end investment companies only in limited circumstances. If approved by
the respective Fund's stockholders, each Fund's current fundamental policy with
respect to investing in the securities of other investment companies would be
replaced in its entirety with a non-fundamental policy that could be changed by
the Fund's Board members at any time without stockholder approval. The
non-fundamental policy would read as follows:

     "The Fund may not purchase securities of other investment companies, except
     to the extent permitted under the 1940 Act."

                                     * * *


taken.
Vote Required and the Board'sBoard of Trustees’ Recommendation
          Approval of changes to fundamental policies for The Dreyfus Premier Third
Century Fund, Inc. and The Dreyfus Socially Responsible Growth Fund, Inc.this proposal requires the affirmative vote of (a) 67%a majority of the Fund'sPortfolio’s shares outstanding voting
securities present at the Meeting, if the holders of more than 50% of the Fund's
outstanding voting securities are present or represented by proxy, or (b) more
than 50% of the Fund's outstanding voting securities, whichever is less.

    and entitled to vote.
THE FUND’S BOARD OF EACH FUNDTRUSTEES, INCLUDING THE “NON-INTERESTED” TRUSTEES, RECOMMENDS THAT STOCKHOLDERSSHAREHOLDERS VOTE "FOR" “FOR”APPROVAL OF THE CHANGES TO CERTAIN OF THE FUND'S FUNDAMENTAL POLICIES AND INVESTMENT
                                  RESTRICTIONS.

PROPOSAL 2: ELECTION OF PLAN
ADDITIONAL BOARD MEMBERS

                Stockholders of each Fund vote on this Proposal.

     It is proposed that stockholders of each Fund consider the election of the
individuals listed below (the "Nominees") as additional Board members of their
Fund. The Nominees were selected and nominated by those members of the present
Boards of the relevant Funds who are not "interested persons" of the Funds
("Independent Board members"), as defined in the 1940 Act. The Nominees
currently serve as Board members of other funds in the Dreyfus Family of Funds.
Each Nominee has consented to being named in this Proxy Statement and has agreed
to serve as a Board member of the Funds if elected. Biographical information
about each Nominee is set forth below. Biographical information about each
Fund's current Board members, information on each Nominee's and current Board
member's ownership of shares of the Funds, and other relevant information is set
forth on Exhibit A to this Proxy Statement.

     The persons named as proxies on the enclosed proxy card(s) will vote for
the election of the Nominees unless authority to vote for any or all of the
Nominees is withheld in the proxy. Each Nominee elected will serve as an
Independent Board member of the respective Fund commencing on January 1, 2003
and until his 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 priorINFORMATION
Information Pertaining to the Meeting,Investment Adviser and Distributor
           Dreyfus, the proxy holders will vote for such
other nominee or nominees as the Funds' Independent Board members may recommend.
Independent board members of investment companies play a critical role in
overseeing fund operations and policing potential conflicts of interest between
the fund and itsPortfolio’s investment adviser, and other service providers. The following
tables present information about the Nominees, including their principal
occupations and other board memberships and affiliations. The address of each
Nominee is located at 200 Park Avenue, New York, New York 10166.10166, 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, 

                           Principal Occupation                   Other Board Memberships and
Name (Age) of Nominee      During Past 5 Years                    Affiliations
- ---------------------------------------------------------------------------------------------

David W. Burke (66)        Corporate Director and Trustee         John F. Kennedy Library Foundation,
                                                                      Director
                                                                  U.S.S. Constitution Museum, Director
                                                                  Board member of 59 funds in the
                                                                      Dreyfus Family of Funds

Whitney I. Gerard (67)     Partner of Chadbourne & Parke LLP      Board member of 16 funds in the
                                                                      Dreyfus Family of Funds

Arthur A. Hartman (76)     Chairman of First NIS Regional Fund    APCO Associates, Inc., Senior
                             (ING/Barings Management) and New         Consultant
                             Russia Fund                          Board member of 16 funds in the
                           Advisory Council Member to Baring          Dreyfus Family of Funds
                             Vostok

George L. Perry (68)       Economist and Senior Fellow at         State Farm Mutual Automobile
                             Brookings Institution                    Association, Director
                                                                  State Farm Life Insurance Company,
                                                                      Director
                                                                  Board member of 16 funds in the
                                                                      Dreyfus Family of Funds


     Each Fund typically pays its Board members its allocated portion2006, Mellon Financial and The Bank of an
annual retainerNew 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 a fee per meeting attended for the Fundapproval of BNY’s and Mellon Financial’s shareholders, as well as other fundscustomary 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 FamilyService Corporation, a wholly-owned subsidiary of Funds, and reimburses them for their expenses. The
Chairman of the Board 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, 2001, see Exhibit A to this Proxy Statement.

     Each Fund has standing audit, nominating and compensation committees, each
comprised of its Independent Board members. The function of the audit committee
is to oversee the Fund's financial and reporting policies and certain internal
control matters; the function of the nominating committee is to select and
nominate all candidates for election as Independent Board members to the Fund's
Board; and the function of the compensation committee is to establish the
appropriate compensation for serving on the Board. The nominating committee does
not normally consider nominees recommended by stockholders. The Fund also has a
standing pricing committee comprised of any one Board member. The function of
the pricing committee is to assist in valuing the Fund's investments. For
information on the number of committee meetings held during a Fund's last fiscal
year, see Exhibit A to this Proxy Statement.

Required Vote

     The election of a Nominee for each Fund requires the affirmative vote of a
plurality of votes cast at the Meeting for the election of additional Board
members.

                             ADDITIONAL INFORMATION

Selection of Independent Auditors

     The 1940 Act requires that each Fund's independent auditors be selected by
a majority of the Independent Board members of the Fund. One of the purposes of
a Fund's audit committee is to recommend to the Fund's Board the selection,
retention or termination of independent auditors for the Fund. The audit
committee of each Fund's Board recommended, and each


                                       5



such Fund's Board, including a majority of its Independent Board members,
approved, the selection of Ernst & Young LLP as the Fund's independent auditors
for the Fund's current fiscal year. Representatives of Ernst & Young LLP will
not be present at the Meeting, and therefore will not have an opportunity to
make a statement or to respond to questions. After reviewing the relevant Fund's
audited financial statements for the Fund's most recently completed fiscal year,
each Fund's audit committee recommended to the Fund's Board that such statements
be included in the Fund's Annual Report to Stockholders.

     Information regarding Audit Fees, Financial Information Systems Design and
Implementation Fees and All Other Fees that the auditors charged the Funds, and
Non-Fund Related Fees, is set forth in Exhibit A.

     The audit committee for each Fund considered the compatibility of any
non-audit services with the independence of Ernst & Young LLP.

Service Providers Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as each Fund's investment adviser.

     Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus with
principal offices at 200 Park Avenue, New York, New York 10166, serves as each
Fund'sthe Portfolio’s distributor.

     Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, 200 Park
Avenue, New York, New York 10166, serves as each Fund's transfer and dividend
disbursing agent.

Voting Information

     Each Fund will bear its pro rata share of
           Voting instructions are being solicited by the cost of soliciting proxies
based on the net assets of the Fund.Participating Insurance Companies by mail. In addition to the use of the mails, proxiesvoting instructions may be solicited personally or by telephone and each Fundby representatives of the Participating Insurance Companies. Participating Insurance Companies may pay
persons holding Fund shares in their names or those of their nomineesbe paid for their expenses in sending soliciting materials to their principals. Each Fund hasPolicyowners. An outside firm may be retained D.F. King & Co., Inc. to assist in the solicitation of proxiesvoting instructions, primarily by contacting stockholdersPolicyowners by telephone, which will cost approximately
$100,000, such cost to be borne pro rata among the Funds based on the net assets
of the Funds. Authorizations to execute proxies may be obtained by fax, or by
telephonic instructions in accordance with procedures designed to authenticate
the stockholder's identity. In all cases where a telephonic proxy is solicited
(as opposed to where the stockholder calls the toll-free number directly to
vote), the stockholder will be asked to provide his or her address and social
security number (in the case of an individual) or taxpayer identification number
(in the case of a non-individual) and to confirm that the stockholder has
received the Fund's Proxy Statement and proxy card in the mail. Within 72 hours
of receiving a stockholder's solicited telephonic voting instructions, a
confirmation will be sent to the stockholder to ensure that the vote has been
taken in accordance with the stockholder's instructions and to provide a
telephone number to call immediately if the stockholder's instructions are not
correctly reflected in the confirmation.telephone.
           Shares represented by executed and unrevoked proxiesvoting instruction forms will be voted in accordance with the specificationsspecification made thereon, and if no voting instructions are given on such voting instruction forms, the shares will be voted "FOR"“FOR” the Proposals. Any stockholder giving a proxy may revoke it at any time before it is
exercised by submitting to the Fund a written notice of revocation or a
subsequently executed proxy, by calling the toll-free telephone number or
through the Internet, or by attending the Meeting and voting in person.proposal. If a proxyvoting instruction form is properly executed and returned accompanied by instructions to withhold authority to vote, represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote Fund
shares on a particular matter with respect to which the broker or nominee does
not have a discretionary power) or is marked with an abstention (collectively, "abstentions"“abstentions”), the FundPortfolio 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 a Proposal.the proposal. For this reason, abstentions will have the effect of a "no"“no” vote for the purpose of obtaining the requisite approval for Proposal 1.

     If avote to approve the proposal.
           A quorum is notconstituted 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, or if a quorum is present butMeeting.
          In the event sufficient votes to approve a Proposalthe proposal are not received, the persons named as
proxiesParticipating Insurance Companies may propose one or more adjournments of the Meeting to permit further solicitation of proxies.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 nature of the Proposal, the percentage of favorable votes actually cast, the percentage of negative votes actually cast, and 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 of
Portfolio
Shares Outstanding
TransAmerica Occidental
    Life Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
76.40%
(Initial shares)
79.84%
(Service shares)
First TransAmerica Life
    Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
23.60%
(Initial shares)
TransAmerica Financial
    Life Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
11.90%
(Service shares)
TransAmerica Life Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
6.24%
(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, 2007
EXHIBIT A
PLAN OF LIQUIDATION AND DISSOLUTION
          The following Plan of Liquidation and Dissolution (the “Plan”) of the Core Bond 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 PORTFOLIOS
CORE 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 12, 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 Wednesday, April 4, 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 Form
Promptly Using the
Enclosed Envelope
FOLD AND DETACH HERE
Please 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.
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 PORTFOLIOS
CORE 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 12, 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 Wednesday, April 4, 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 Form
Promptly Using the
Enclosed Envelope
FOLD AND DETACH HERE
Please 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
|_|   ABSTAIN

2.
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]
____________, 2007
Dear 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 12, 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 PORTFOLIOS
EMERGING LEADERS PORTFOLIO
Notice of Special Meeting of Shareholders
To 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 Wednesday, April 4, 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; and

2.
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 12, 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 Trustees

Michael A. Rosenberg
Secretary

New York, New York
February 16, 2007
DREYFUS INVESTMENT PORTFOLIOS
EMERGING LEADERS PORTFOLIO
PROXY STATEMENT
Special Meeting of Shareholders
to be held on Wednesday, April 4, 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 Wednesday, April 4, 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 12, 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 3, 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 21, 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 SHAREHOLDERS
Introduction
          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 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 PLAN
ADDITIONAL INFORMATION
Information 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 thosethe Portfolio’s shares affected by the adjournmenteligible to vote that are represented at the Meeting in person or by proxy. A stockholder voteIn determining whether to adjourn the Meeting, the following factors may be takenconsidered: 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 one or more of the Proposals in this Proxy Statement prior to
any adjournment if sufficientsolicitation. Generally, votes have been received for approval. If a quorum
is present,cast “for” the persons named

                                       6



as proxiesproposal will vote those proxies which they are entitled to vote "FOR" the
Proposalsbe voted in favor of such adjournment, and votes cast “against” the proposal will vote those proxies required to be voted "AGAINST" the Proposals against any adjournment.

     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 of
Portfolio
Shares Outstanding
TransAmerica Occidental
    Life Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
60.45%
(Initial shares)
74.30%
(Service shares)
First TransAmerica Life
    Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
22.10%
(Initial shares)
Libert Life Assurance
    Company of Boston
100 Liberty Way
Dover, NH 03820
5.80%
(Initial shares)
TransAmerica Financial
    Life Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
15.87%
(Service shares)
Nationwide Insurance Company
NWVA9
P.O. Box 182029
Columbus, OH 43218
9.73%
(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, 2007
EXHIBIT A
PLAN 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’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 Socially
ResponsibleCorporation, 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 PORTFOLIOS
EMERGING 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 12, 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 Wednesday, April 4, 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 Form
Promptly Using the
Enclosed Envelope
FOLD AND DETACH HERE
Please 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.
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 PORTFOLIOS
EMERGING 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 12, 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 Wednesday, April 4, 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 Form
Promptly Using the
Enclosed Envelope
FOLD AND DETACH HERE
Please 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
|_|   ABSTAIN

2.
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]
____________, 2007
Dear 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 12, 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 PORTFOLIOS
FOUNDERS DISCOVERY PORTFOLIO
Notice of Special Meeting of Shareholders
To 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 Wednesday, April 4, 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; and

2.
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 12, 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 Trustees

Michael A. Rosenberg
Secretary

New York, New York
February 16, 2007
DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS DISCOVERY PORTFOLIO
PROXY STATEMENT
Special Meeting of Shareholders
to be held on Wednesday, April 4, 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 Wednesday, April 4, 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 12, 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 3, 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) 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 21, 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 SHAREHOLDERS
Introduction
          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 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 PLAN
ADDITIONAL INFORMATION
Information 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 of
Portfolio
Shares Outstanding
Princor Financial Services
711 High Street
Des Moines, IA 50392
76.61%
(Initial shares)
TransAmerica Occidental Life
    Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
19.19%
(Initial shares)
93.76%
(Service shares)
First TransAmerica Life
    Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
6.24%
(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, 2007
EXHIBIT A
PLAN 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 PORTFOLIOS
FOUNDERS 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 12, 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 Wednesday, April 4, 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 Form
Promptly Using the
Enclosed Envelope
FOLD AND DETACH HERE
Please 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.
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 PORTFOLIOS
FOUNDERS 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 12, 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 Wednesday, April 4, 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 Form
Promptly Using the
Enclosed Envelope
FOLD AND DETACH HERE
Please 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
|_|   ABSTAIN

2.
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]
____________, 2007
Dear 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 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 12, 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 PORTFOLIOS
FOUNDERS GROWTH PORTFOLIO
Notice of Special Meeting of Shareholders
To 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 Fund, Inc. have beenPortfolio (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 Wednesday, April 4, 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; and

2.
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 12, 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 Trustees

Michael A. Rosenberg
Secretary

New York, New York
February 16, 2007
DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS GROWTH PORTFOLIO
PROXY STATEMENT
Special Meeting of Shareholders
to be held on Wednesday, April 4, 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 Wednesday, April 4, 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 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"). AsThe Participating Insurance Company's separate accounts are the owner of allshareholders of the assets held in such
separate accounts, the Participating Insurance Companies are the record owners
of such Fund's shares.Portfolio. However, pursuant to applicable laws, FundPortfolio 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 12, 2007, you have the right to instruct your Participating Insurance Companies have agreedCompany as to solicit instructions from Policyowners
holding Fundthe manner in which shares in the relevant separate account as of the record date of
the Meeting andPortfolio attributable to vote by proxy the shares at the Meeting according to such
instructions.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 Companies prior toCompany before the close of business on December 17,
2002.April 3, 2007 (the "Effective Time"). Such instructions may be revoked at any time prior to the MeetingEffective Time by written notice of revocation or another voting instructionsinstruction 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, 925,801.674 Initial shares and 306,229.090 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. Participating Insurance Companies
will voteCompany by proxy (i) Fund shares as to which no timely instructions are
received, (ii) Fund sharesthe 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, for or against the relevant proposal 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.

                                  OTHER MATTERS

     No
           The approximate mailing date of this proxy statement and the accompanying voting instruction card is February 21, 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 SHAREHOLDERS
Introduction
           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 PLAN
ADDITIONAL INFORMATION
Information 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 of
Portfolio
Shares Outstanding
TransAmerica Occidental Life
    Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
83.81%
(Initial shares)
92.95%
(Service shares)
First TransAmerica Life
    Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
14.66%
(Initial shares)
First TransAmerica Life
    Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
7.15%
(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
           The Fund's Board is not aware of any other mattersmatter which may come before the Meeting. However, should any such mattersmatter properly come before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxyproxies in accordance with their judgment on such matters.

     Stockholdersmatter.
           The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a Fund's stockholdershareholders meeting subsequent to this Meeting,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.

               NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
                               AND THEIR NOMINEES

     Please advise the appropriate Fund, in care of Dreyfus Transfer, Inc., P.O.
Box 9263, Boston, Massachusetts 02205-8501, whether other persons are the
beneficial owners of Fund shares for which proxies are being solicited from you,
and, if so, the number of copies of this Proxy Statement and other soliciting
material you wish to receive in order to supply copies to the beneficial owners
of shares.

IT IS IMPORTANT THAT PROXIESVOTING INSTRUCTIONS BE VOTEDRETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING(S) IN PERSONPOLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN EACH PROXY CARDTHE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE, OR TO OTHERWISE
VOTE IMMEDIATELY.

ENVELOPE.
Dated: October 25, 2002

                                       7

February 16, 2007


                                   SCHEDULE 1
EXHIBIT A
PLAN OF LIQUIDATION AND DISSOLUTION
           The following isPlan of Liquidation and Dissolution (the "Plan") of the Founders Growth Portfolio (the "Portfolio"), a listseries of those Funds that are series funds and identifies
each such Fund's series.

Dreyfus Fixed Income Securities
     -- Dreyfus High Yield Shares
     -- Dreyfus Mortgage Shares
Dreyfus Institutional Cash Advantage Funds
     -- Dreyfus Institutional Cash Advantage Fund
     -- Dreyfus Institutional Cash Advantage Plus Fund
Dreyfus Institutional Preferred Money Market Funds
     -- Dreyfus Institutional Preferred Money Market Fund
     -- Dreyfus Institutional Preferred Plus Money Market Fund Dreyfus Investment Portfolios -- Core Bond Portfolio
     -- Core Value Portfolio
     -- Emerging Leaders Portfolio
     -- Emerging Markets Portfolio
     -- Founders Discovery Portfolio
     -- Founders Growth Portfolio
     -- Founders International Equity Portfolio
     -- Founders Passport Portfolio
     -- Japan Portfolio
     -- MidCap Stock Portfolio
     -- Small Cap Stock Index Portfolio
     -- Technology Growth Portfolio
Dreyfus Premier Opportunity Funds
     -- Dreyfus Financial Services Fund
     -- Dreyfus Health Care Fund
     -- Dreyfus Premier Micro-Cap Growth Fund
     -- Dreyfus Premier NexTech Fund
     -- Dreyfus Small Cap Opportunity Fund

                                       S-1




                                   SCHEDULE 2

                         PERTAINING TO SHARE OWNERSHIP

     Set forth below for each Fund is information as to(the "Fund"), a trust organized and existing under the number of shareslaws of the Fund outstandingCommonwealth 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 those stockholders known bydissolution of the Fund, if any, to own
beneficially 5% or morePortfolio in conformity with the provisions of the Fund's outstanding voting securities asAmended and Restated Agreement and Declaration of September 24, 2002. A stockholderTrust, 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 beneficially owns, directly or indirectly,
more than 25% of a Fund's voting securities may be deemed a "control person"are not "interested persons" (as defined in the 1940 Act), has deemed that it is advisable and in the best interests of the Fund.

Name of Fund and Number of    Name and Address of        Amount of Class                    Percentage of Class
Shares Outstanding            Stockholder                of Shares Held                     of Shares Held
- ----------------------------------------------------------------------------------------------------------------------------

Dreyfus Fixed Income
Securities
("DFIS")

864,733.622

Dreyfus High Yield Shares     MBCIC                      406,372.813                        100%
                              c/o Mellon Bank, N.A.
406,372.813                   4001 Kennett Pike
                              Suite 218
                              Two Greenville Crossing
                              Greenville, DE 19807

Dreyfus Mortgage Shares       MBCIC                      402,077.214                        87.72%
                              c/o Mellon Bank, N.A.
458,360.809                   4001 Kennett Pike
                              Suite 218
                              Two Greenville Crossing
                              Greenville, DE 19807

                              Donaldson, Lufkin &        56,283.595                         12.28%
                              Jenrette
                              Securities Corporation,
                              Inc.
                              P.O. Box 2052
                              Jersey City, NJ 07303

Dreyfus Institutional Cash
Advantage Funds ("DICAF")

691,320,403.910

Dreyfus Institutional Cash    Dreyfus Premier            106,131,999.990                    30.71%
Advantage Fund                Core Bond Fund             (Institutional Advantage Shares)   (Institutional Advantage Shares)
                              Cash Investment Account
345,660,202.130               200 Park Avenue
                              New York, NY 10166

Institutional Advantage
Shares
345,584,934.580               Dreyfus Intermediate Term  37,369,666.660                     10.81%
                              Income Fund                (Institutional Advantage Shares)   (Institutional Advantage Shares)

Administrative Advantage      Cash Investment Account
Shares                        200 Park Avenue
25,099.690                    New York, NY 10166


Participant Advantage
Shares
25,079.470                    Dreyfus GNMA Fund, Inc.    28,404,666.650                     8.22%
                              Cash Investment Account    (Institutional Advantage Shares)   (Institutional Advantage Shares)

Investor Advantage Shares     200 Park Avenue
25,088.390                    New York, NY 10166



                                       S-2



Name of Fund and Number of    Name and Address of         Amount of Class                    Percentage of Class
Shares Outstanding            Stockholder                 of Shares Held                     of Shares Held
- ---------------------------------------------------------------------------------------------------------------
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 Dreyfus Fund            26,944,564.330                     7.80%
                              Incorporated                (Institutional Advantage Shares)   (Institutional Advantage Shares)
                              Cash Investment Account
                              200 Park Avenue
                              New York, NY 10166

                              Dreyfus A Bonds Plus, Inc.  25,172,333.340                     7.28%
                              Cash Investment Account     (Institutional Advantage Shares)   (Institutional Advantage Shares)
                              200 Park Avenue
                              New York, NY 10166

                              Dreyfus Short Term Income   17,813,333.340                     5.15%
                              Fund                        (Institutional Advantage Shares)   (Institutional Advantage Shares)
                              Cash Investment Account
                              200 Park Avenue
                              New York, NY 10166

                              MBCIC                       25,099.690                         100%
                              c/o Mellon Financial        (Administrative Advantage Shares)  (Administrative Advantage Shares)
                              Corporation
                              4001 Kennett Pike
                              Suite 218
                              Two Greenville Crossing
                              Greenville, DE 19807

                              MBCIC                       25,079.470                         100%
                              c/o Mellon Financial        (Participant Advantage Shares)     (Participant Advantage Shares)
                              Corporation
                              4001 Kennett Pike
                              Suite 218
                              Two Greenville Crossing
                              Greenville, DE 19807

                              MBCIC                       25,088.390                         100%
                              c/o Mellon Financial        (Investor Advantage Shares)        (Investor Advantage Shares)
                              Corporation
                              4001 Kennett Pike
                              Suite 218
                              Two Greenville Crossing
                              Greenville, DE 19807

Dreyfus Institutional Cash    Dreyfus Premier Core Bond   106,131,999.990                    30.71%
Advantage Plus Fund           Fund                        (Institutional Advantage Shares)   (Institutional Advantage Shares)
                              Cash Investment Account
                              200 Park Avenue
345,660,201.780               New York, NY 10166

Institutional Advantage
Shares
345,584,934.570

Administrative Advantage
Shares
25,099.390

Participant Advantage
Shares
25,079.500



                                       S-3



Name of Fund and Number of        Name and Address of          Amount of Class                    Percentage of Class
Shares Outstanding                Stockholder                  of Shares Held                     of Shares Held
- -----------------------------------------------------------------------------------------------------------------------------------

Investor Advantage Shares         Dreyfus Intermediate Term    37,369,666.660                     10.81%
25,088.320                        Income Fund                  (Institutional Advantage Shares)   (Institutional Advantage Shares)
                                  Cash Investment Account
                                  200 Park Avenue
                                  New York, NY 10166

                                  Dreyfus GNMA Fund, Inc.      28,404,666.650                     8.22%
                                  Cash Investment Account      (Institutional Advantage Shares)   (Institutional Advantage Shares)
                                  200 Park Avenue
                                  New York, NY 10166

                                  The Dreyfus Fund             26,944,564.330                     7.80%
                                  Incorporated                 (Institutional Advantage Shares)   (Institutional Advantage Shares
                                  Cash Investment Account
                                  200 Park Avenue
                                  New York, NY 10166

                                  Dreyfus A Bonds Plus, Inc.   25,172,333.340                     7.28%
                                  Cash Investment Account      (Institutional Advantage Shares)   (Institutional Advantage Shares)
                                  200 Park Avenue
                                  New York, NY 10166

                                  Dreyfus Short Term Income    17,813,333.340                     5.15%
                                  Fund                         (Institutional Advantage Shares)   (Institutional Advantage Shares)
                                  Cash Investment Account
                                  200 Park Avenue
                                  New York, NY 10166

                                  MBCIC c/o Mellon Financial   25,099.390                         100%
                                  Corporation                  (Administrative Advantage Shares)  (Administrative Advantage Shares)
                                  4001 Kennett Pike
                                  Two Greenville Crossing
                                  Suite 218
                                  Greenville, DE 19807

                                  MBCIC c/o Mellon Financial   25,079.500                         100%
                                  Corporation                  (Participant Advantage Shares)     (Participant Advantage Shares)
                                  4001 Kennett Pike
                                  Two Greenville Crossing
                                  Suite 218
                                  Greenville, DE 19807

                                  MBCIC c/o Mellon Financial   25,088.320                         100%
                                  Corporation                  (Investor Advantage Shares)        (Investor Advantage Shares)
                                  4001 Kennett Pike
                                  Two Greenville Crossing
                                  Suite 218
                                  Greenville, DE 19807



                                       S-4


Name of Fund and Number of         Name and Address of                  Amount of Class      Percentage of Class
Shares Outstanding                 Stockholder                          of Shares Held       of Shares Held
- -------------------------------------------------------------------------------------------------------------

Dreyfus Institutional Preferred
Money Market Funds
("DIPMMF")

10,849,265,536.080

Dreyfus Institutional Preferred    General Endowment Funds              2,664,880,324.590    25.37%
Money Market Fund                  c/o Utimco Security Operation
                                   221 W. 6th Street
10,503,598,995.370                 Suite 1700
                                   Austin, TX 78701

                                   Donaldson, Lufkin & Jenrette         1,267,813,106.800    12.07%
                                   Pershing Div-Transfer Dept.
                                   P.O. Box 2052
                                   7th Floor
                                   Jersey City, NJ 07303

                                   SunTrust Equitable Securities, Inc.  901,328,780.260      8.58%
                                   303 Peachtree St. NE
                                   Atlanta, GA 30308

Dreyfus Institutional Preferred    Dreyfus Premier Core Bond Fund       106,131,999.990      30.70%
Plus Money Market Fund             Cash Investment Account
                                   200 Park Avenue
345,666,540.710                    New York, NY 10166

                                   Dreyfus Intermediate Term            37,369,666.660       10.81%
                                   Income Fund
                                   Cash Investment Account
                                   200 Park Avenue
                                   New York, NY 10166

                                   Dreyfus GNMA Fund, Inc.              28,404,666.650       8.22%
                                   Cash Investment Account
                                   200 Park Avenue
                                   New York, NY 10166


                                       S-5



Name of Fund and Number of         Name and Address of                  Amount of Class      Percentage of Class
Shares Outstanding                 Stockholder                          of Shares Held       of Shares Held
- -------------------------------------------------------------------------------------------------------------

                                   The Dreyfus Fund Incorporated        26,944,564.330       7.80%
                                   Cash Investment Account
                                   200 Park Avenue
                                   New York, NY 10166

                                   Dreyfus A Bonds Plus, Inc.           25,172,333.340       7.28%
                                   Cash Investment Account
                                   200 Park Avenue
                                   New York, NY 10166

                                   Dreyfus Short Term Income Fund       17,813,333.340       5.15%
                                   Cash Investment Account
                                   200 Park Avenue
                                   New York, NY 10166

Dreyfus Investment Portfolios
("DIP")

54,104,566.301

Core Bond Portfolio                Transamerica Occidental Life         1,962,923.551        76.39%
                                   Insurance Company                    (Initial Shares)     (Initial Shares)
7,200,201.273                      4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Initial Shares
2,569,750.128                      First Transamerica Life Insurance    606,826.577          23.61%
                                   Company                              (Initial Shares)     (Initial Shares)
Service Shares                     4333 Edgewood Road
4,630,451.145                      Cedar Rapids, IA 52499

                                   Transamerica Occidental Life         3,532,560.248        76.29%
                                   Insurance Company                    (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   First Transamerica Life Insurance    675,109.498          14.58%
                                   Company                              (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   Peoples Benefit Life Insurance       422,738.705          9.13%
                                   Company                              (Service Shares)     (Service Shares)
                                   Aegon USA
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499


                                       S-6


Name of Fund and Number of         Name and Address of                  Amount of Class      Percentage of Class
Shares Outstanding                 Stockholder                          of Shares Held       of Shares Held
- -------------------------------------------------------------------------------------------------------------

Core Value Portfolio               Transamerica Occidental Life         2,163,578.258        84.32%
                                   Insurance Company                    (Initial Shares)     (Initial Shares)
5,466,558,837                      4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Initial Shares

2,565,936.139                      First Transamerica Life Insurance    402,357.881          15.68%
                                   Company                              (Initial Shares)     (Initial Shares)
Service Shares                     4333 Edgewood Road
2,900,622.698                      Cedar Rapids, IA 52499

                                   Transamerica Occidental Life         2,637,682.361        90.94%
                                   Insurance Company                    (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   First Transamerica Life Insurance    262,906.511          9.06%
                                   Company                              (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Emerging Leaders Portfolio         Transamerica Occidental Life         610,549.006          74.01%
                                   Insurance Company                    (Initial Shares)     (Initial Shares)
1,419,377.574                      4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Initial Shares
824,929.751                        First Transamerica Life              197,808.088          23.98%
                                   Insurance Company                    (Initial Shares)     (Initial Shares)
Service Shares                     4333 Edgewood Road
594,447.823                        Cedar Rapids, IA 52499

                                   Transamerica Occidental Life         495,346.711          83.33%
                                   Insurance Company                    (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   First Transamerica Life Insurance    79,243.896           13.33%
                                   Company                              (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Emerging Markets Portfolio         GE Life Annuity Assurance            650,098.228          64.01%
                                   Company                              (Initial Shares)     (Initial Shares)
1,112,826.210                      6610 W. Broad Street
                                   Richmond, VA 23230
Initial Shares
1,015,588.522                      Transamerica Occidental              303,470.330          29.88%
                                   Life Insurance Company               (Initial Shares)     (Initial Shares)
Service Shares                     4333 Edgewood Road
97,237.688                         Cedar Rapids, IA 52499


                                       S-7



Name of Fund and Number of         Name and Address of                  Amount of Class      Percentage of Class
Shares Outstanding                 Stockholder                          of Shares Held       of Shares Held
- -------------------------------------------------------------------------------------------------------------

                                   Transamerica Occidental              86,425.373           88.88%
                                   Life Insurance Company               (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   First Transamerica Life              10,757.822           11.06%
                                   Insurance Company                    (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Founders Discovery Portfolio       Transamerica Occidental Life         1,004,962.307        76.22%
                                   Insurance Company                    (Initial Shares)     (Initial Shares)
1,698,061.013                      4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Initial Shares
1,318,495.336                      First Transamerica Life Insurance    185,145.990          14.04%
                                   Company                              (Initial Shares)     (Initial Shares)
Service Shares                     4333 Edgewood Road
379,565.677                        Cedar Rapids, IA 52499

                                   Principal Life Insurance             128,387.039          9.74%
                                   Company                              (Initial Shares)     (Initial Shares)
                                   711 High Street
                                   Des Moines, IA 50392

                                   Transamerica Occidental Life         345,913.754          91.13%
                                   Insurance Company                    (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   First Transamerica Life              33,610.395           8.86%
                                   Insurance Company                    (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Founders Growth Portfolio          Transamerica Occidental Life         1,550,737.570        85.45%
                                   Insurance Company                    (Initial Shares)     (Initial Shares)
2,324,088.533                      4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Initial Shares
1,814,746.834                      First Transamerica Life Insurance    264,009.264          14.55%
                                   Company                              (Initial Shares)     (Initial Shares)
Service Shares                     4333 Edgewood Road
509,341.699                        Cedar Rapids, IA 52499

                                   Transamerica Occidental Life         458,107.894          89.94%
                                   Insurance Company                    (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499


                                       S-8



Name of Fund and Number of         Name and Address of                  Amount of Class      Percentage of Class
Shares Outstanding                 Stockholder                          of Shares Held       of Shares Held
- -------------------------------------------------------------------------------------------------------------

                                   First Transamerica Life Insurance    51,216.808           10.06%
                                   Company                              (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Founders International             Transamerica Occidental Life         533,685.732          84.32%
Equity Portfolio                   Insurance Company                    (Initial Shares)     (Initial Shares)
                                   4333 Edgewood Road
817,006.077                        Cedar Rapids, IA 52499

Initial Shares                     First Transamerica Life              99,237.494           15.68%
632,923.226                        Insurance Company                    (Initial Shares)     (Initial Shares)
                                   4333 Edgewood Road
Service Shares                     Cedar Rapids, IA 52499
184,082.851

                                   Transamerica Occidental Life         168,893.805          91.75%
                                   Insurance Company                    (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   First Transamerica Life Insurance    15,159.624           8.24%
                                   Company                              (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Founders Passport Portfolio        Transamerica Occidental Life         987,711.662          79.96%
                                   Insurance Company                    (Initial Shares)     (Initial Shares)
1,302,759.959                      4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Initial Shares
1,235,201.778                      First Transamerica Life Insurance    247,490.116          20.04%
                                   Company                              (Initial Shares)     (Initial Shares)
Service Shares                     4333 Edgewood Road
67,558.181                         Cedar Rapids, IA 52499

                                   Transamerica Occidental              60,141.776           89.02%
                                   Life Insurance Company               (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   First Transamerica Life Insurance    7,386.906            10.93%
                                   Company                              (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Japan Portfolio                    MBCIC                                172,467.645          74.61%
                                   c/o Mellon Bank, N.A.                (Initial Shares)     (Initial Shares)
241,378.612                        4001 Kennett Pike
                                   Suite 218
Initial Shares                     Two Greenville Crossing
231,146.916                        Greenville, DE 19807

Service Shares
10,231.696


                                       S-9



Name of Fund and Number of         Name and Address of                  Amount of Class      Percentage of Class
Shares Outstanding                 Stockholder                          of Shares Held       of Shares Held
- -------------------------------------------------------------------------------------------------------------

                                   Transamerica Occidental              44,296.092           19.16%
                                   Life Insurance Company               (Initial Shares)     (Initial Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   First Transamerica Life Insurance    14,383.179           6.22%
                                   Company                              (Initial Shares)     (Initial Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   Transamerica Occidental              8,319.343            81.31%
                                   Life Insurance Company               (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   First Transamerica Life Insurance    1,866.231            18.24%
                                   Company                              (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

MidCap Stock Portfolio             Kemper Investors Life Insurance      8,296,227.597        45.77%
                                   Company                              (Initial Shares)     (Initial Shares)
19,468,035.585                     1600 McConnor Parkway
                                   10th Floor
Initial Shares                     Schaumburg, IL 60196
18,126,340.999

                                   Allmerica Financial Life &           5,274,832.726        29.10%
Service Shares                     Annuity Company                      (Initial Shares)     (Initial Shares)
1,341,694.586                      440 Lincoln Street
                                   Worcester, MA 01653

                                   Transamerica Occidental Life         2,270,180.919        12.52%
                                   Insurance Company                    (Initial Shares)     (Initial Shares)
                                   Transamerica Retirement Services
                                   P.O. Box 30368
                                   Los Angeles, CA 90030

                                   Safeco Life Insurance Company        1,390,622.760        7.67%
                                   10865 Willows Road NE                (Initial Shares)     (Initial Shares)
                                   Redmond, WA 98052

                                   Transamerica Occidental Life         1,225,550.142        91.34%
                                   Insurance Company                    (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   First Transamerica Life Insurance    88,698.506           6.61%
                                   Company                              (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499


                                      S-10



Name of Fund and Number of         Name and Address of                  Amount of Class      Percentage of Class
Shares Outstanding                 Stockholder                          of Shares Held       of Shares Held
- -------------------------------------------------------------------------------------------------------------

Small Cap Stock Index              Nationwide Insurance Company         1,103,272.917        39.16%
Portfolio                          c/o IPO Portfolio Accounting
                                   P.O. Box 182029
2,816,991.088                      Columbus, OH 43218

                                   MBCIC                                800,000.000          28.40%
                                   c/o Mellon Financial Corporation
                                   4001 Kennett Pike
                                   Two Greenville Crossing
                                   Suite 218
                                   Greenville, DE 19807

                                   Allianz Life Insurance Company       573,625.383          20.36%
                                   of North America
                                   5701 Golden Hills Drive
                                   Minneapolis, MN 55416

                                   MONY Life of America                 336,382.593          11.94%
                                   Mutual of New York
                                   1 MONY Plaza #37-55
                                   Syracuse, NY 13202

Technology Growth Portfolio        Transamerica Occidental Life         5,300,593.198        57.26%
                                   Insurance Company                    (Initial Shares)     (Initial Shares)
10,237,281.540                     4333 Edgewood Road
                                   Cedar Rapids, IA 52499

Initial Shares
9,257,458.514                      First Transamerica Life Insurance    2,004,897.213        21.66%
                                   Company                              (Initial Shares)     (Initial Shares)
Service Shares                     4333 Edgewood Road
979,823.026                        Cedar Rapids, IA 52499

                                   NYLIAC                               1,381,124.755        14.92%
                                   169 Lackawanna Avenue                (Initial Shares)     (Initial Shares)
                                   Parsippany, NJ 07054

                                   Safeco Life Insurance Company        537,168.434          5.80%
                                   10865 Willows Road NE                (Initial Shares)     (Initial Shares)
                                   Redmond, WA 98052

                                   Transamerica Occidental Life         845,310.050          86.27%
                                   Insurance Company                    (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499

                                   First Transamerica Life Insurance    134,477.740          13.72%
                                   Company                              (Service Shares)     (Service Shares)
                                   4333 Edgewood Road
                                   Cedar Rapids, IA 52499


                                      S-11



Name of Fund and Number of         Name and Address of                  Amount of Class      Percentage of Class
Shares Outstanding                 Stockholder                          of Shares Held       of Shares Held
- -------------------------------------------------------------------------------------------------------------

Dreyfus Premier Opportunity Funds
("DPOF")

23,866,886.141

Dreyfus Financial Services Fund    MBCIC                                80,000.000           97.34%
                                   c/o Mellon Bank, N.A.
82,188.830                         4001 Kennett Pike
                                   Suite 218
                                   Two Greenville Crossing
                                   Greenville, DE 19807

Dreyfus Health Care Fund           MBCIC                                80,000.000           53.46%
                                   c/o Mellon Bank, N.A.
149,649.387                        4001 Kennett Pike
                                   Suite 218
                                   Two Greenville Crossing
                                   Greenville, DE 19807

                                   Donaldson, Lufkin & Jenrette         17,285.471           11.55%
                                   Securities Corporation, Inc.
                                   P.O. Box 2052
                                   Jersey City, NJ 07303

Dreyfus Premier Micro-Cap          NFSC                                 307,499.521          17.13%
Growth Fund                        82 Devonshire Street                 (Class A Shares)     (Class A Shares)
                                   Boston, MA 02109
4,530,243.058

                                   Merrill Lynch, Pierce, Fenner &      307,267.773          17.12%
Class A Shares                     Smith for the Sole Benefit of its    (Class A Shares)     (Class A Shares)
1,795,143.793                      Customers
                                   4800 Deer Lake Drive
Class B Shares                     Jacksonville, FL 32246
1,343,687.827

                                   Charles Schwab & Company,            147,178.191          8.20%
Class C Shares                     Inc.                                 (Class A Shares)     (Class A Shares)
1,353,367.278                      101 Montgomery Street
                                   San Francisco, CA 94104
Class T Shares
38,044.160                         First Clearing Corporation           119,798.666          6.67%
                                   107 North Park Drive                 (Class A Shares)     (Class A Shares)
                                   Glen Allen, VA 23060

                                   Donaldson, Lufkin & Jenrette         119,670,154          6.67%
                                   Securities Corporation, Inc.         (Class A Shares)     (Class A Shares)
                                   P.O. Box 2052
                                   Jersey City, NJ 07303

                                   Raymond James & Associates Inc.      95,091.672           5.30%
                                   880 Carillon Parkway                 (Class A Shares)     (Class A Shares)
                                   St. Petersburg, FL 33716


                                      S-12


Name of Fund and Number of             Name and Address of                   Amount of Class      Percentage of Class
Shares Outstanding                     Stockholder                           of Shares Held       of Shares Held
- ------------------------------------------------------------------------------------------------------------------

                                       Merrill Lynch, Pierce, Fenner &       303,263.140          22.57%
                                       Smith for the Sole Benefit of its     (Class B Shares)     (Class B Shares)
                                       Customers
                                       4800 Deer Lake Drive
                                       Jacksonville, FL 32246

                                       First Clearing Corporation            251,531.329          18.72%
                                       107 North Park Drive                  (Class B Shares)     (Class B Shares)
                                       Glen Allen, VA 23060

                                       Donaldson, Lufkin & Jenrette          106,050.977          7.89%
                                       Securities Corporation, Inc.          (Class B Shares)     (Class B Shares)
                                       P.O. Box 2052
                                       Jersey City, NJ 07303

                                       Merrill Lynch, Pierce, Fenner &       394,555.980          29.15%
                                       Smith for the Sole Benefit of its     (Class C Shares)     (Class C Shares)
                                       Customers
                                       4800 Deer Lake Drive
                                       Jacksonville, FL 32246

                                       Mesirow Financial Inc.                131,829.385          9.74%
                                       350 North Clark Street                (Class C Shares)     (Class C Shares)
                                       Chicago, IL 60610

                                       NFSC                                  121,931.819          9.01%
                                       82 Devonshire Street                  (Class C Shares)     (Class C Shares)
                                       Boston, MA 02109

                                       Salomon Smith Barney, Inc.            82,728.396           6.11%
                                       333 West 34th Street                  (Class C Shares)     (Class C Shares)
                                       3rd Floor
                                       New York, NY 10001

                                       PaineWebber                           82,293.118           6.08%
                                       1000 Harbor Boulevard                 (Class C Shares)     (Class C Shares)
                                       Weehawken, NJ 07086

                                       First Clearing Corporation            77,153.049           5.70%
                                       107 North Park Drive                  (Class C Shares)     (Class C Shares)
                                       Glen Allen, VA 23060

                                       Salomon Smith Barney, Inc.            5,942.997            15.62%
                                       333 West 34th Street                  (Class T Shares)     (Class T Shares)
                                       3rd Floor
                                       New York, NY 10001


                                      S-13



Name of Fund and Number of             Name and Address of                   Amount of Class      Percentage of Class
Shares Outstanding                     Stockholder                           of Shares Held       of Shares Held
- ------------------------------------------------------------------------------------------------------------------

                                       Prudential Securities Inc.            5,501.451            14.46%
                                       C. Beall Trust                        (Class T Shares)     (Class T Shares)
                                       UA DTD 04/09/94
                                       New York, NY 10023

                                       Donaldson, Lufkin & Jenrette          5,192.068            13.65%
                                       Securities Corporation, Inc.          (Class T Shares)     (Class T Shares)
                                       P.O. Box 2052
                                       Jersey City, NJ 07303

                                       First Clearing Corporation            4,308.862            11.33%
                                       107 North Park Drive                  (Class T Shares)     (Class T Shares)
                                       Glen Allen, VA 23060

                                       NFSC                                  3,245.616            8.53%
                                       82 Devonshire Street                  (Class T Shares)     (Class T Shares)
                                       Boston, MA 02109

                                       PaineWebber                           2,224.000            5.85%
                                       1000 Harbor Boulevard                 (Class T Shares)     (Class T Shares)
                                       Weehawken, NJ 07086

                                       LPL Financial Services                2,122.441            5.58%
                                       9785 Towne Centre Drive               (Class T Shares)     (Class T Shares)
                                       San Diego, CA 92121

Dreyfus Premier NexTech Fund           Donaldson, Lufkin & Jenrette          667,902.031          10.87%
                                       Securities Corporation, Inc.          (Class A Shares)     (Class A Shares)
18,820,132.748                         P.O. Box 2052
                                       Jersey City, NJ 07303
Class A Shares
6,144,368.438                          Merrill Lynch, Pierce, Fenner         540,924.013          8.80%
                                       & Smith for the Sole Benefit          (Class A Shares)     (Class A Shares)
Class B Shares                         of its Customers
9,142,002.022                          4800 Deer Lake Drive
                                       Jacksonville, FL 32246

Class C Shares                         NFSC                                  488,529.202          7.95%
3,023,735.835                          82 Devonshire Street                  (Class A Shares)     (Class A Shares)
                                       Boston, MA 02109
Class T Shares
510,026.453                            Donaldson, Lufkin & Jenrette          1,191,932.778        13.04%
                                       SEC Corporation, Inc.                 (Class B Shares)     (Class B Shares)
                                       P.O. Box 2052
                                       Jersey City, NJ 07303

                                       Merrill Lynch, Pierce, Fenner &       1,019,876.359        11.16%
                                       Smith for the Sole Benefit of its     (Class B Shares)     (Class B Shares)
                                       Customers
                                       4800 Deer Lake Drive
                                       Jacksonville, FL 32246


                                      S-14



Name of Fund and Number of             Name and Address of                   Amount of Class      Percentage of Class
Shares Outstanding                     Stockholder                           of Shares Held       of Shares Held
- ------------------------------------------------------------------------------------------------------------------

                                       Fiserv Securities, Inc.               534,592.885          5.85%
                                       One Commerce Square                   (Class B Shares)     (Class B Shares)
                                       2005 Market Street
                                       Suite 1200
                                       Philadelphia, PA 19103

                                       NFSC                                  458,027.234          5.01%
                                       82 Devonshire Street                  (Class B Shares)     (Class B Shares)
                                       Boston, MA 02109

                                       Merrill Lynch, Pierce, Fenner &       473,989.133          15.68%
                                       Smith for the Sole Benefit of its     (Class C Shares)     (Class C Shares)
                                       Customers
                                       4800 Deer Lake Drive
                                       Jacksonville, FL 32246

                                       Salomon Smith Barney, Inc.            287,194.912          9.50%
                                       333 West 34th Street                  (Class C Shares)     (Class C Shares)
                                       3rd Floor
                                       New York, NY 10001

                                       NFSC                                  216,634.852          7.16%
                                       82 Devonshire Street                  (Class C Shares)     (Class C Shares)
                                       Boston, MA 02109

                                       Donaldson, Lufkin & Jenrette          185,994.536          6.15%
                                       Securities Corporation, Inc.          (Class C Shares)     (Class C Shares)
                                       P.O. Box 2052
                                       Jersey City, NJ 07303

                                       First Clearing Corporation            184,576.151          6.10%
                                       107 North Park Drive                  (Class C Shares)     (Class C Shares)
                                       Glen Allen, VA 23060

                                       Scott & Stringfellow, Inc.            42,682.141           8.37%
                                       B. Jacobs                             (Class T Shares)     (Class T Shares)
                                       909 East Main Street
                                       Richmond, VA 23219

                                       Prudential Securities, Inc.           39,594.302           7.76%
                                       One New York Plaza                    (Class T Shares)     (Class T Shares)
                                       8th Floor
                                       New York, NY 10292

                                       J.J.B. Hilliard, W.L. Lyons, Inc.     36,437.973           7.14%
                                       501 South 4th Street                  (Class T Shares)     (Class T Shares)
                                       Louisville, KY 40202

                                       AG Edwards & Sons, Inc.               31,263.152           6.13%
                                       P.O. Box 795068                       (Class T Shares)     (Class T Shares)
                                       Saint Louis, MO 63179


                                      S-15



Name of Fund and Number of             Name and Address of                   Amount of Class      Percentage of Class
Shares Outstanding                     Stockholder                           of Shares Held       of Shares Held
- ------------------------------------------------------------------------------------------------------------------

                                       First Clearing Corporation            30,195.606           5.92%
                                       107 North Park Drive                  (Class T Shares)     (Class T Shares)
                                       Glen Allen, VA 23060

Dreyfus Small Cap                      MBCIC                                 240,000.000          84.30%
Opportunity Fund                       c/o Mellon Bank, N.A.
                                       4001 Kennett Pike
284,672.118                            Suite 218
                                       Two Greenville Crossing
                                       Greenville, DE 19807

The Dreyfus Premier Third              Morgan Keegan & Company, Inc.         284,185.010          13.09%
Century Fund, Inc. ("DPTCF")           50 Front Street                       (Class A Shares)     (Class A Shares)
                                       Memphis, TN 38103
92,854,876.676
                                       Merrill Lynch, Pierce, Fenner         235,417.443          10.85%
Class A Shares                         & Smith for the Sole Benefit          (Class A Shares)     (Class A Shares)
2,170,440.695                          of its Customers
                                       4800 Deer Lake Drive
Class B Shares                         Jacksonville, FL 32246
2,846,443.342

                                       Donaldson, Lufkin & Jenrette          207,925.306          9.58%
Class C Shares                         Securities Corporation, Inc.          (Class A Shares)     (Class A Shares)
616,343.559                            P.O. Box 2052
                                       Jersey City, NJ 07303
Class R Shares
3,801,643.891                          NFSC                                  112,916.015          5.20%
                                       82 Devonshire Street                  (Class A Shares)     (Class A Shares)
Class T Shares                         Boston, MA 02109
98,329.173
                                       Donaldson, Lufkin & Jenrette          338,742.144          11.90%
Class Z Shares                         Securities Corporation, Inc.          (Class B Shares)     (Class B Shares)
83,321,676.016                         P.O. Box 2052
                                       Jersey City, NJ 07303

                                       Fiserv Securities, Inc.               291,147.906          10.23%
                                       One Commerce Square                   (Class B Shares)     (Class B Shares)
                                       2005 Market Street
                                       Suite 1200
                                       Philadelphia, PA 19103

                                       NFSC                                  221,952.465          7.80%
                                       82 Devonshire Street                  (Class B Shares)     (Class B Shares)
                                       Boston, MA 02109

                                       Merrill Lynch, Pierce, Fenner &       108,568.007          17.61%
                                       Smith for the Sole Benefit of its     (Class C Shares)     (Class C Shares)
                                       Customers
                                       4800 Deer Lake Drive
                                       Jacksonville, FL 32246


                                      S-16



Name of Fund and Number of             Name and Address of            Amount of Class   Percentage of Class
Shares Outstanding                     Stockholder                    of Shares Held    of Shares Held
- ------------------------------------------------------------------------------------------------------------------

                                       Salomon Smith Barney, Inc.     48,691.275        7.90%
                                       333 West 34th Street           (Class C Shares)  (Class C Shares)
                                       3rd Floor
                                       New York, NY 10001

                                       Donaldson Lufkin & Jenrette    36,580.523        5.94%
                                       SEC Corporation, Inc.          (Class C Shares)  (Class C Shares)
                                       P.O. Box 2052
                                       Jersey City, NJ 07303

                                       First Clearing Corporation     34,192.128        5.55%
                                       107 North Park Drive           (Class C Shares)  (Class C Shares)
                                       Glen Allen, VA 23060

                                       State of Wisconsin DC Plan     3,463,677.474     91.11%
                                       P.O. Box 182436                (Class R Shares)  (Class R Shares)
                                       Columbus, OH 43218

                                       AG Edwards & Sons, Inc.        27,825.632        28.30%
                                       P.O. Box 795068                (Class T Shares)  (Class T Shares)
                                       Saint Louis, MO 63179

                                       Doris J. Running Trust         7,517.887         7.65%
                                       U/A DTD 3-30-89                (Class T Shares)  (Class T Shares)
                                       6036 Maple Ridge Drive
                                       Bay City, MI 48706

                                       NFSC                           6,983.628         7.10%
                                       82 Devonshire Street           (Class T Shares)  (Class T Shares)
                                       Boston, MA 02109

                                       First Clearing Corporation     6,804.103         6.92%
                                       107 North Park Drive           (Class T Shares)  (Class T Shares)
                                       Glen Allen, VA 23060

                                       Lucy A. Suchman                5,697.463         5.79%
                                       20 Portola Green Circle        (Class T Shares)  (Class T Shares)
                                       Portola Valley, CA 94028

                                       Nationwide Life Insurance      17,928,452.929    21.51%
                                       Company                        (Class Z Shares)  (Class Z Shares)
                                       c/o IPO CO 64
                                       P.O. Box 182029
                                       Columbus, OH 43218

The Dreyfus Socially Responsible       Nationwide Insurance           16,392,392.252    65.13%
Growth Fund, Inc. ("DSRGF")            Company                        (Initial Shares)  (Initial Shares)
                                       P.O. Box 182029
25,587,180.227                         Columbus, OH 43218


                                      S-17



Name of Fund and Number of             Name and Address of                   Amount of Class      Percentage of Class
Shares Outstanding                     Stockholder                           of Shares Held       of Shares Held
- ------------------------------------------------------------------------------------------------------------------

                                       Transamerica Occidental Life          2,465,655.816        9.80%
Initial Shares                         Insurance Company                     (Initial Shares)     (Initial Shares)
25,170,570.703                         P.O. Box 30368
                                       Los Angeles, CA 90030
Service Shares
416,609.524                            Transamerica Occidental Life          360,427.817          86.51%
                                       Insurance Company                     (Service Shares)     (Service Shares)
                                       4333 Edgewood Road
                                       Cedar Rapids, IA 52499

                                       First Transamerica Life Insurance     34,900.346           8.38%
                                       Company                               (Service Shares)     (Service Shares)
                                       4333 Edgewood Road NE
                                       Cedar Rapids, IA 52499


                                      S-18




                                    EXHIBIT A

                                     Part I

     Part I sets forth information regarding the current Board members and
Nominees, Board and, committee meetings, and auditor fees forsubject to the Funds as
indicated.

Current Board Membersgeneral direction of the Funds

     The following table presents information aboutBoard, the current Board membersofficers of the Funds,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 their principal occupationswithout limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other board membershipspapers 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 affiliations.applicable Massachusetts law and the Declaration of Trust.
           9.       Amendment of the Plan. The addressBoard 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 PORTFOLIOS
FOUNDERS 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 Company to vote as indicated herein all of the shares of beneficial interest of the Founders Growth Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held in each Board member isseparate account attributable to the Policies at the close of business on February 12, 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. Each10166, on Wednesday, April 4, 2007, at 2:00 p.m. and at any and all adjournments thereof, with all of the Funds' current Board memberspowers 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 continuevote all shares attributable to serve as a
Board member ofyour account value in proportion to all voting instructions for the Funds afterPortfolio actually received from Policyowners in the Meeting.

separate account.

Name (Age) of Current Board Member
Position with Funds (Since)               Principal Occupation During Past 5 Years         Other Board Memberships and Affiliations
- -----------------------------------------------------------------------------------------------------------------------------------

Joseph S. DiMartino (59)                  Corporate Director and Trustee                   The Muscular Dystrophy Association,
Chairman
By signing below, receipt of the Board                                                                         Director
   DFIS (2002)                                                                             Carlyle Industries, Inc., a button pack-
   DICAF (2002)                                                                               ager and distributor, Director
   DIPMMF (1997)                                                                           Century Business Services, Inc., a
   DIP (1998)                                                                                 provideraccompanying Notice of outsourcing functions for
   DPOF (2000)                                                                                small and medium size companies,
   DPTCF (1995)                                                                               Director
   DSRGF (1995)                                                                            The Newark Group, a providerSpecial Meeting of a
                                                                                              national market of paper recovery
                                                                                              facilities, paperboard mills and
                                                                                              paper- board converting plants,
                                                                                              Director
                                                                                           QuikCAT.com, a developer of high speed
                                                                                              movement, routing, storage and
                                                                                              encryption of data, Director

Clifford L. Alexander, Jr. (69)           President of Alexander & Associates,             Wyeth (formerly, American Home
Board Member                              Inc., a management consulting firm               Products Corporation), a global leader
   DFIS (2002)                               (January 1981 - present)                         in pharmaceuticals, consumer health-
   DICAF (2002)                           Chairman of the Board of Moody's                    care products and animal health prod-
   DIPMMF (1997)                             Corporation (October 2000 - pre-                 ucts, Director
   DIP (1998)                                sent)                                            Mutual of America Life Insurance
   DPOF (2000)                            Chairman of the Board and Chief                     Company, Director
   DPTCF (1981)                              Executive Officer of The Dun and
   DSRGF (1992)                              Bradstreet Corporation (October
                                             1999 - September 2000)

Lucy Wilson Benson (75)                   President of Benson and Associates, con-         The International Executive Services
Board Member                                 sultants to business and government              Corps., Director
   DFIS (2002)                                                                             Citizens Network for Foreign Affairs,
   DICAF (2002)                                                                                ice Chairman
   DIPMMF (1997)                                                                           CouncilShareholders is hereby acknowledged.

Signature(s) should be exactly as name or names appearing on Foreign Relations, Member
   DIP (1998)                                                                              Lafayette College Board of Trustees,
   DPOF (2000)                                                                                Vice Chairman Emeritus
   DPTCF (1980)
   DSRGF (1992)


                                       A-1



     The table below indicates the dollar range of each current Board member's
and Nominee's ownership of shares of each Fund and shares of other funds in the
Dreyfus Family of Funds for which he or she is a Board member, in each case as
of October 2, 2002.


Name of Current Board
Memberthis form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or Nominee               DFIS     DICAF               DIPMMF      DIP
- ----------------------------------------------------------------------------------

Joseph S. DiMartino             None     None                None        None
Clifford L. Alexander, Jr.      None     None                None        None
Lucy Wilson Benson              None     None                None        None
David W. Burke*                 None     None                None        None
Whitney I. Gerard*              None     None                None        None
Arthur A. Hartman*              None     None                None        None
George L. Perry*                None     None                None        None
guardian, please give full title.


                                                                         Aggregate Holding of
Name of Current Board                                                    Funds in the Dreyfus
Member or Nominee               DPOF     DPTCF               DSRGF       Family of Funds
- -------------------------------------------------------------------------------------

Joseph S. DiMartino             None     None                None        Over $100,000
Clifford L. Alexander, Jr.      None     None                None        None
Lucy Wilson Benson              None     $10,001-$50,000     None        Over $100,000
David W. Burke*                 None     None                None        Over $100,000
Whitney I. Gerard*              None     None                None        Over $100,000
Arthur A. Hartman*              None     None                None        None
George L. Perry*                None     None                None        None
Dated:________________, 2007

__________________________
Signature(s)

__________________________
Signature(s)

- ----------
*    Nominee.

     As of September 10, 2002, none of the current Board members or Nominees or
their immediate family members owned securities of Dreyfus or any person (other
than a registered investment company) directly or indirectly controlling,
controlled by or under common control with Dreyfus.

PERTAINING TO THE BOARD OF EACH FUND

     The number of Board meetings and, where applicable, committee meetings held
by each Fund during the Fund's last fiscal year, and the name of any current
Board member attending fewer than 75% of the meetings of the respective Board
and committees (if a member thereof) held during the Fund's last fiscal year,
are as follows:

                                                                                        Board Member
                               Number of    Number of    Number of     Number of        Attending
                  Number of    Audit        Pricing      Nominating    Compensation     Fewer Than
                  Board        Committee    Committee    Committee     Committee        75% of
Name of Fund      Meetings     Meetings     Meetings     Meetings      Meetings         Meetings/3/
- -----------------------------------------------------------------------------------------------------

DFIS              1/1/          0           0            0             0                None
DICAF             1/2/          0           0            0             0                None
DIPMMF            6             4           0            0             1                None
DIP               7             4           10           0             1                None
DPOF              4             4           8            0             1                None
DPTCF             9             4           0            0             1                None
DSRGF             7             4           0            0             1                None

- ----------
/1/ The Fund commenced operations on June 10, 2002.
/2/ The Fund commenced operations on June 1, 2002.
/3/ Pricing Committee meetings are not included in the attendance calculation.


                                       A-2




COMPENSATION TABLE

     Each Fund typically pays its Board members its allocated portion of an
annual retainer of $25,000 and a fee of $4,000 per meeting attended (with a
minimum of $500 per meeting and per telephone meeting), and reimburses them for
their expenses. The Chairman of the Board receives an additional 25% of such
compensation. Emeritus Board members, if any, are entitled to receive an annual
retainer and a per meeting attendance fee of one-half the amount paid to them as
Board members. The aggregate amount of compensation paid to each current Board
member by each Fund for the Fund's last fiscal year, and by all funds in the
Dreyfus Family of Funds for which such person was a Board member for the year
ended December 31, 2001, were as follows:


                                Aggregate Compensation     Total Compensation From the Funds and
Name of Board Member            From each Fund*            Fund Complex Paid to Board Member(**)
- ------------------------------------------------------------------------------------------------

Joseph S. DiMartino                                        $810,312 (190)
  DFIS***                         $3,938
  DICAF***                        $3,938
  DIPMMF+                         $45,080
  DIP                             $1,981
  DPOF                            $760
  DPTCF                           $7,037
  DSRGF                           $4,605
Clifford L. Alexander, Jr.                                 $129,000 (49)
  DFIS***                         $3,150
  DICAF***                        $3,150
  DIPMMF+                         $36,064
  DIP                             $1,585
  DPOF                            $601
  DPTCF                           $5,653
  DSRGF                           $3,649
Lucy Wilson Benson                                         $116,500 (37)
  DFIS***                         $3,150
  DICAF***                        $3,150
  DIPMMF+                         $36,064
  DIP                             $1,564
  DPOF                            $601
  DPTCF                           $5,653
  DSRGF                           $3,687

- ----------
*    Amount does not include reimbursed expenses for attending Board meetings,
     which amounted to $683 for DIPMMF, $4,111 for DIP, $1,238 for DPOF, $5,235
     for DPTCF and $2,851 for DSRGF for all Board members as a group.
**   Represents the number of separate portfolios comprising the investment
     companies in the Fund complex, including the Funds, for which the Board
     member serves.
***  As DFIS and DICAF have not completed their first full year since their
     organization, the compensation provided is an estimate for each Fund's
     first fiscal year. In addition, the compensation payable by these Funds to
     each Board member will be paid out of the unitary fee the Fund pays
     Dreyfus.
+    Such compensation paid by the Fund to each Board member is paid out of the
     unitary fee that the Fund pays Dreyfus.


                                       A-3



PERTAINING TO THE AUDITORS

     Set forth below for each Fund's last fiscal year are the amounts Ernst &
Young LLP billed the Fund (i) for services rendered in connection with the
annual audit of the Fund's financial statements ("Audit Fees"), (ii) for
professional services relating to financial systems design and implementation
rendered to the Fund ("Financial Information Systems Design and Implementation")
and (iii) for all other services provided to the Fund such as tax return
reviews, compliance procedures regarding diversification requirements, security
counts where required by the SEC and review of registration statements filed
with the SEC ("All Other Fees").


- ------------------------------------------------------------------------------------------
                                    Financial Information Systems
   Name of Fund      Audit Fees     Design and Implementation              All Other Fees
- ------------------------------------------------------------------------------------------

   DFIS                 $0*                     $0                              $0
- ------------------------------------------------------------------------------------------
   DICAF                $0*                     $0                              $0
- ------------------------------------------------------------------------------------------
   DIPMMF               $0**                    $0                              $0
- ------------------------------------------------------------------------------------------
   DIP               $168,000***                $0                           $117,050
- ------------------------------------------------------------------------------------------
   DPOF              $42,900****                $0                            $17,800
- ------------------------------------------------------------------------------------------
   DPTCF              $18,900                   $0                             $6,900
- ------------------------------------------------------------------------------------------
   DSRGF              $14,400                   $0                             $4,400
- ------------------------------------------------------------------------------------------

- ----------
*    The Fund has not completed its first fiscal year since its organization.
**   Such expenses are paid by Dreyfus pursuant to the Fund's management
     agreement with Dreyfus.
***  Represents aggregate fees for twelve separate portfolios. Information for
     Small Cap Stock Index Portfolio is not included since the Fund has not
     completed its first fiscal year since its organization.
**** Fund contains three portfolios with different fiscal year ends. The total
     fees as of 4/30/02 were $42,200 and as of 9/30/01 were $18,500. Information
     for Dreyfus Financial Services Fund and Dreyfus Small Cap Opportunity Fund
     is not included since neither Fund has completed its first fiscal year
     since its organization.


Non-Fund Related Fees

Audit Fees. For the year ended September 30, 2002, no audit fees were paid to
Ernst & Young LLP by Dreyfus or its affiliates.

Financial Information Systems Design and Implementation Fees. For the year ended
September 30, 2002, Ernst & Young LLP did not provide any management consulting
services to any of the Funds, or Dreyfus or its affiliates.

All Other Fees. For the year ended September 30, 2002, Ernst & Young LLP was
paid approximately $75,000 for tax consulting services by Dreyfus.

                                    * * * *


                                       A-4




                                     PART II

     Part II sets forth information relevant to the officers of each Fund. Each
officer was appointed to his or her position by the Fund's Board in March 2000
or thereafter.


 Name (Age) and Position with the Funds              Principal Occupation During Past 5 Years
 --------------------------------------------------------------------------------------------

STEPHEN E. CANTER (57)                          Chairman of the Board, Chief Executive Officer and Chief
  President of the Funds                        Operating Officer of Dreyfus, and an officer of 94 investment
                                                companies (comprised of 188 portfolios) managed by Dreyfus.
                                                Mr. Canter also is a Board Member and, where applicable, an
                                                Executive Committee Member of the other investment man-
                                                agement subsidiaries of Mellon Financial Corporation, each of
                                                which is an affiliate of Dreyfus.

J. CHARLES CARDONA (46)                         Vice Chairman and a director of Dreyfus, Executive Vice
  Executive Vice President                      President of Dreyfus Service Corporation, President of Dreyfus
  of DICAF and DIPMMF                           Institutional Services Division, a division of Dreyfus Service
                                                Corporation, and an officer of 12 investment companies (com-
                                                prised of 16 portfolios) managed by Dreyfus.

MARK N. JACOBS (56)                             Executive Vice President, Secretary, and General Counsel of
  Vice President of the Funds                   Dreyfus, and an officer of 95 investment companies (com-
                                                prised of 203 portfolios) managed by Dreyfus.

JAMES WINDELS (44)                              Director - Mutual Fund Accounting of Dreyfus, and an offi-
  Treasurer of the Funds                        cer of 95 investment companies (comprised of 203 portfolios)
                                                managed by Dreyfus.

STEVEN F. NEWMAN (53)                           Associate General Counsel and Assistant Secretary of Dreyfus,
  Secretary of DIPMMF, DIP                      and an officer of 95 investment companies (comprised of 203
  DPOF, DPTCF and DSRGF                         portfolios) managed by Dreyfus.
  Assistant Secretary of DICAF and DFIS

MICHAEL A. ROSENBERG (42)                       Associate General Counsel of Dreyfus, and an officer of 93
  Secretary of DFIS                             investment companies (comprised of 199 portfolios) managed
  Assistant Secretary of DIPMMF,                by Dreyfus.
  DIP, DPOF, DPTCF and DSRGF

JEFF PRUSNOFSKY (37)                            Associate General Counsel of Dreyfus and an officer of 12
  Secretary of DICAF                            investment companies (comprised of 66 portfolios) managed
  Assistant Secretary of DIPMMF,                by Dreyfus.
  DIP, DPOF, DPTCF and DSRGF

KENNETH J. SANDGREN (48)                        Mutual Funds Tax Director of Dreyfus, and an officer of 95
  Assistant Treasurer of the Funds              investment companies (comprised of 203 portfolios) managed
                                                by Dreyfus.

MICHAEL CONDON (40)                             Senior Treasury Manager of Dreyfus, and an officer of 37
  Assistant Treasurer of DICAF                  investment companies (comprised of 78 portfolios) managed
  and DIPMMF                                    by Dreyfus.


                                       A-5



 Name (Age) and Position with the Funds              Principal Occupation During Past 5 Years
 ---------------------------------------------------------------------------------------------------------

WILLIAM MCDOWELL (43)                           Senior Accounting Manager-Taxable Fixed Income of Dreyfus,
  Assistant Treasurer of DFIS                   and an officer of 18 investment companies (comprised of 75
  and DIP                                       portfolios) managed by Dreyfus.


     The address of each officer of the Fund is 200 Park Avenue, New York, New
York 10166.

                                     * * * *

                                       A-6




                                    PART III

     Part III sets forth information for each Fund regarding the beneficial
ownership of its shares as of October 2, 2002 by Nominees, current Board members
and officers of the Fund owning shares on such date. As of October 2, 2002, each
Fund's current Board members and officers, as a group, owned less than 1% of the
Fund's outstanding shares.

     As of October 2, 2002, the following Nominees, current Board members and
officers owned shares in the Funds as indicated below:


Name of Current Board                                      Amount of
Member, Nominee or Officer          Fund                   Beneficial Ownership       Percent of Fund
- -----------------------------------------------------------------------------------------------------

Lucy Wilson Benson                  DPTCF                  2,831.907 shares           (less than) 1%
Jeff Prusnofsky                     DPOF
                                      Dreyfus Premier      400.131 shares             (less than) 1%
                                      NexTech Fund
Michael A. Rosenberg                DPOF
                                      Dreyfus Financial    205.761 shares             (less than) 1%
                                      Services Fund
                                      Dreyfus Health       204.415 shares             (less than) 1%
                                      Care Fund
                                      Dreyfus Small Cap    387.898 shares             (less than) 1%
                                      Opportunity Fund


                                     * * * *

                                       A-7



[LOGO] Dreyfus Family of Funds                                   FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                        PAID
                                                                     PROXY
                                                                   TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enter the ***Control Number*** listed below
   and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
   listed below and follow the instructions on the website; or
3. Return this Proxy Card, signed and dated, in the enclosed postage-paid
   envelope.

If You Are NOT Voting by Telephone or Internet, Please 
Sign, Date and Return the
                Proxy Card this Form
Promptly Using the
Enclosed Envelope.

         Envelope
FOLD AND DETACH HERE
Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


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.
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 PORTFOLIOS - CORE BOND
FOUNDERS GROWTH PORTFOLIO
           The undersigned stockholder(s) of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholasappoints Joseph M. Chioffi and Robert R. Mullery,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 the Fund standing in the namebeneficial interest of the undersignedFounders Growth Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held at the close of business on October 22, 2002,February 12, 2007, at a Special Meeting of StockholdersShareholders to be held at the Grand Hyatt New York,offices of The Dreyfus Corporation, 200 Park Avenue, at
Grand Central Station,7th Floor, New York, New York 10017 at 11:00 a.m., Eastern time,10166, on Wednesday, December 18, 2002April 4, 2007, at 2:00 p.m. and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally presentpossesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals,proposal, as more fully described in the Proxy Statement for the meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD
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 Form
Promptly Using the
Enclosed Envelope
FOLD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholder
                                       is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receipt of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B

DETACH HERE


           Please fold and detach card at perforation before mailing


Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR
VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR"AND WILL BE VOTED FOR THE FOLLOWING PROPOSALS.

PROPOSAL UNLESS OTHERWISE INDICATED.


2. Election
1.
To approve a Plan of Board Members:Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.

|_|   FOR                       all      WITHHOLD        WITHHOLD
                                                                                      Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                           for all     only for those
               (03) Arthur A. Hartman and (04) George L. Perry                                       Nominees       Nominee(s)
                                                                                                                  whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                     I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                     at left.
the space provided.)                                                                     [_]          [_]              [_]

_______________________________________________________________________________

3. |_|   AGAINST                       |_|   ABSTAIN

2.
In their discretion, the proxies are authorized to vote onupon such other mattersbusiness as may properly come before the meeting, or any adjournments thereof.

[PARTICIPATING INSURANCE COMPANY LOGO]
____________, 2007
Dear Policyowner:
We would like to take this opportunity to inform you 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 12, 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 PORTFOLIOS
FOUNDERS INTERNATIONAL EQUITY PORTFOLIO
Notice of Special Meeting of Shareholders
To 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 Wednesday, April 4, 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; and

2.
To transact such other business as may properly come before the meeting, or any adjournment(s)adjournment or adjournments thereof.


                                                                             GB2



[LOGO]
           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 12, 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 Trustees

Michael A. Rosenberg
Secretary

New York, New York
February 16, 2007
DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS INTERNATIONAL EQUITY PORTFOLIO
PROXY STATEMENT
Special Meeting of Shareholders
to be held on Wednesday, April 4, 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 Wednesday, April 4, 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 12, 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 3, 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 21, 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 SHAREHOLDERS
Introduction
           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 FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                        PAID
                                                                     PROXY
                                                                   TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enterand concluded that it would be appropriate to reduce the ***Control Number*** listed belownumber of smaller and followless efficient funds and recommended to the recorded instructions;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 2. Visitstate regulatory approval of the Internet at www.proxyweb.comPlan or the liquidation of the Portfolio.
Description of the Plan and use the ***Control Number***
   listed below and follow the instructionsLiquidation
           The Plan will become effective on the website;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 3. Return this Proxy Card, signedabout 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 dated,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 enclosed postage-paid
   envelope.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 You Are NOT 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 PLAN
ADDITIONAL INFORMATION
Information 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 Telephonethe Participating Insurance Companies by mail. In addition to the use of the mails, voting instructions may be solicited personally or Internet, Please 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 of
Portfolio
Shares Outstanding
TransAmerica Occidental Life
    Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
87.45%
(Initial shares)
100.00%
(Service shares)
First TransAmerica Life
    Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
12.55%
(Initial 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, 2007
EXHIBIT A
PLAN 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 PORTFOLIOS
FOUNDERS 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 12, 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 Wednesday, April 4, 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 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 the
                Proxy Card this Form
Promptly Using the
Enclosed Envelope.

         Envelope
FOLD AND DETACH HERE
Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


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.
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 PORTFOLIOS - CORE VALUE PORTFOLIO
FOUNDERS INTERNATIONAL EQUITYPORTFOLIO
           The undersigned stockholder(s) of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholasappoints Joseph M. Chioffi and Robert R. Mullery,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 the Fund standing in the namebeneficial interest of the undersignedFounders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held at the close of business on October 22, 2002,February 12, 2007, at a Special Meeting of StockholdersShareholders to be held at the Grand Hyatt New York,offices of The Dreyfus Corporation, 200 Park Avenue, at
Grand Central Station,7th Floor, New York, New York 10017 at 11:00 a.m., Eastern time,10166, on Wednesday, December 18, 2002April 4, 2007, at 2:30 p.m. and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally presentpossesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals,proposal, as more fully described in the Proxy Statement for the meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD
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 Form
Promptly Using the
Enclosed Envelope
FOLD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholder
                                       is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receipt of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B



           Please fold and detach card at perforation before mailing


DETACH HERE
Please fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR
VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR"AND WILL BE VOTED FOR THE FOLLOWING PROPOSALS.

PROPOSAL UNLESS OTHERWISE INDICATED.



2. Election
1.
To approve a Plan of Board Members:Liquidation and Dissolution pursuant to which the Portfolio's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders.

|_|  FOR                       all      WITHHOLD        WITHHOLD
                                                                                      Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                           for all     only for those
               (03) Arthur A. Hartman and (04) George L. Perry                                       Nominees       Nominee(s)
                                                                                                                  whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                     I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                     at left.
the space provided.)                                                                     [_]          [_]              [_]

_______________________________________________________________________________

3. |_|  AGAINST                       |_|  ABSTAIN

2.
In their discretion, the proxies are authorized to vote onupon such other mattersbusiness as may properly come before the meeting, andor any adjournment(s)adjournments thereof.


                                                                             GB2



[LOGO]
[PARTICIPATING INSURANCE COMPANY LOGO]
____________, 2007
Dear 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 Family of Funds                                   FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                        PAID
                                                                     PROXY
                                                                   TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enter the ***Control Number*** listed belowInvestment Portfolios (the "Fund"), and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
   listed below and follow theto request your voting instructions on this matter. As the website;owner of a variable annuity contract or 3. Return this Proxy Card, signed and dated,variable life insurance policy issued by [Participating Insurance Company] who has invested in the enclosed postage-paid
   envelope.

If You Are NOT Voting by Telephone or Internet, Please Sign, Date and ReturnPortfolio, you are entitled to provide us with your voting instructions. The Portfolio commenced operations on September 30, 1998. Recently, the Proxy Card Promptly UsingFund's Board of Trustees voted to recommend the Enclosed Envelope.

         Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


DREYFUS INVESTMENT PORTFOLIOS - MIDCAP STOCK PORTFOLIO

     The undersigned stockholder(s)liquidation of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholasPortfolio because the Portfolio's net assets have grown to only $12.0 million and Robert R. Mullery, and each of them,it is unlikely the attorneys and proxies ofPortfolio will experience material growth in assets in the undersigned, with full power of substitution,foreseeable future. The Portfolio's asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements) relative to vote, as indicated herein, all oftotal assets.
In order to liquidate the shares ofPortfolio, the Fund standingmust 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 namePortfolio. Each insurance company must give its variable contract/policyowners of the undersigned atrecord as of the close of business on October 22, 2002, atFebruary 12, 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 StockholdersShareholders and a Proxy Statement are enclosed which further describe the matters to be heldvoted on at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017 at 11:00 a.m., Eastern time, on
Wednesday, December 18, 2002 and at any and all adjournments thereof, with allSpecial 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 powers the undersigned would possess if then and there personally present
and especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully describedentire variable contract/policy value that you have invested in the Proxy Statement forPortfolio 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 meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholderPortfolio is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receiptliquidated and you have not transferred your variable contract/policy value out of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B



           Please fold and detach card at perforation before mailing


Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.




2. Election of Board Members:                                                          FOR all      WITHHOLD        WITHHOLD
                                                                                      Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                           for all     only for those
               (03) Arthur A. Hartman and (04) George L. Perry                                      Nominees       Nominee(s)
                                                                                                                  whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                     I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                     at left.
the space provided.)                                                                     [_]          [_]              [_]

_______________________________________________________________________________

3. In their discretion, the proxies are authorized to vote on such other matters
   as may properly come before the meeting and any adjournment(s) thereof.


                                                                             GB2



[LOGO] Dreyfus Family of Funds                                   FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                        PAID
                                                                     PROXY
                                                                   TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enterPortfolio by the ***Control Number*** listed below
   and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
   listed below and follow the instructions on the website; or
3. Return this Proxy Card, signed and dated, in the enclosed postage-paid
   envelope.

If You Are NOT Voting by Telephone or Internet, Please Sign, Date and Return the
                Proxy Card Promptly Using the Enclosed Envelope.

         Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


DREYFUS INVESTMENT PORTFOLIOS - TECHNOLOGY GROWTH PORTFOLIO

     The undersigned stockholder(s)date of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, and each of them,
the attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of theliquidation, your contract/policy value invested in shares of the Fund standingPortfolio will be transferred automatically to the subaccount that invests in _________.
YOUR VOTING INSTRUCTIONS ARE IMPORTANT. Please read the nameenclosed 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 undersigned atPortfolio prior to the close of business on October 22, 2002, at a Special
Meeting of Stockholders to be held at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017 at 11:00 a.m., Eastern time, on
Wednesday, December 18, 2002 and at any and all adjournments thereof, with alldate of the powers the undersigned would possess if thenliquidation.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 there personally presentinvestment needs in 2007 and especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholder
                                       is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receipt of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B



           Please fold and detach card at perforation before mailing


Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.



2. Election of Board Members:                                                         FOR all      WITHHOLD        WITHHOLD
                                                                                     Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                          for all     only for those
               (03) Arthur A. Hartman and (04) George L. Perry                                     Nominees       Nominee(s)
                                                                                                                 whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                    I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                    at left.
the space provided.)                                                                    [_]          [_]              [_]

_______________________________________________________________________________

3. In their discretion, the proxies are authorized to vote on such other matters
   as may properly come before the meeting and any adjournment(s) thereof.


                                                                             GB2



[LOGO] Dreyfus Family of Funds                                   FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                        PAID
                                                                     PROXY
                                                                   TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enter the ***Control Number*** listed below
   and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
   listed below and follow the instructions on the website; or
3. Return this Proxy Card, signed and dated, in the enclosed postage-paid
   envelope.

If You Are NOT Voting by Telephone or Internet, Please Sign, Date and Return the
                Proxy Card Promptly Using the Enclosed Envelope.

         Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


DREYFUS INVESTMENT PORTFOLIOS - FOUNDERS GROWTH PORTFOLIO

     The undersigned stockholder(s) of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, and each of them,
the attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of the shares of the Fund standing in the name
of the undersigned at the close of business on October 22, 2002, at a Special
Meeting of Stockholders to be held at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017 at 11:00 a.m., Eastern time, on
Wednesday, December 18, 2002 and at any and all adjournments thereof, with all
of the powers the undersigned would possess if then and there personally present
and especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholder
                                       is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receipt of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B



           Please fold and detach card at perforation before mailing


Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.




2. Election of Board Members:                                                          FOR all      WITHHOLD        WITHHOLD
                                                                                      Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                           for all     only for those
               (03) Arthur A. Hartman and (04) George L. Perry                                      Nominees       Nominee(s)
                                                                                                                  whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                     I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                     at left.
the space provided.)                                                                     [_]          [_]              [_]

_______________________________________________________________________________

3. In their discretion, the proxies are authorized to vote on such other matters
   as may properly come before the meeting and any adjournment(s) thereof.


                                                                             GB2



[LOGO] Dreyfus Family of Funds                                   FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                        PAID
                                                                     PROXY
                                                                   TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enter the ***Control Number*** listed below
   and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
   listed below and follow the instructions on the website; or
3. Return this Proxy Card, signed and dated, in the enclosed postage-paid
   envelope.

If You Are NOT Voting by Telephone or Internet, Please Sign, Date and Return the
                Proxy Card Promptly Using the Enclosed Envelope.

         Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


DREYFUS INVESTMENT PORTFOLIOS - FOUNDERS INTERNATIONAL EQUITY PORTFOLIO

     The undersigned stockholder(s) of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, and each of them,
the attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of the shares of the Fund standing in the name
of the undersigned at the close of business on October 22, 2002, at a Special
Meeting of Stockholders to be held at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017 at 11:00 a.m., Eastern time, on
Wednesday, December 18, 2002 and at any and all adjournments thereof, with all
of the powers the undersigned would possess if then and there personally present
and especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholder
                                       is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receipt of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B



           Please fold and detach card at perforation before mailing


Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.



2. Election of Board Members:                                                          FOR all      WITHHOLD        WITHHOLD
                                                                                      Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                          for all      only for those
                              (03) Arthur A. Hartman and (04) George L. Perry                       Nominees       Nominee(s)
                                                                                                                  whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                     I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                     at left.
the space provided.)                                                                     [_]          [_]              [_]

_______________________________________________________________________________

3. In their discretion, the proxies are authorized to vote on such other matters
   as may properly come before the meeting and any adjournment(s) thereof.


                                                                             GB2



[LOGO] Dreyfus Family of Funds                                   FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                        PAID
                                                                     PROXY
                                                                   TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enter the ***Control Number*** listed below
   and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
   listed below and follow the instructions on the website; or
3. Return this Proxy Card, signed and dated, in the enclosed postage-paid
   envelope.

If You Are NOT Voting by Telephone or Internet, Please Sign, Date and Return the
                Proxy Card Promptly Using the Enclosed Envelope.

         Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


DREYFUS INVESTMENT PORTFOLIOS - FOUNDERS PASSPORT PORTFOLIO

     The undersigned stockholder(s) of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, and each of them,
the attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of the shares of the Fund standing in the name
of the undersigned at the close of business on October 22, 2002, at a Special
Meeting of Stockholders to be held at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017 at 11:00 a.m., Eastern time, on
Wednesday, December 18, 2002 and at any and all adjournments thereof, with all
of the powers the undersigned would possess if then and there personally present
and especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholder
                                       is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receipt of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B



           Please fold and detach card at perforation before mailing


Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.




2. Election of Board Members:                                                          FOR all      WITHHOLD        WITHHOLD
                                                                                      Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                           for all     only for those
               (03) Arthur A. Hartman and (04) George L. Perry                                      Nominees       Nominee(s)
                                                                                                                  whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                     I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                     at left.
the space provided.)                                                                     [_]          [_]              [_]

_______________________________________________________________________________

3. In their discretion, the proxies are authorized to vote on such other matters
   as may properly come before the meeting and any adjournment(s) thereof.


                                                                             GB2



[LOGO] Dreyfus Family of Funds                                   FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                        PAID
                                                                     PROXY
                                                                   TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enter the ***Control Number*** listed below
   and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
   listed below and follow the instructions on the website; or
3. Return this Proxy Card, signed and dated, in the enclosed postage-paid
   envelope.

If You Are NOT Voting by Telephone or Internet, Please Sign, Date and Return the
                Proxy Card Promptly Using the Enclosed Envelope.

         Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


DREYFUS INVESTMENT PORTFOLIOS - JAPAN PORTFOLIO

     The undersigned stockholder(s) of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, and each of them,
the attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of the shares of the Fund standing in the name
of the undersigned at the close of business on October 22, 2002, at a Special
Meeting of Stockholders to be held at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017 at 11:00 a.m., Eastern time, on
Wednesday, December 18, 2002 and at any and all adjournments thereof, with all
of the powers the undersigned would possess if then and there personally present
and especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholder
                                       is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receipt of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B



           Please fold and detach card at perforation before mailing


Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.



2. Election of Board Members:                                                          FOR all      WITHHOLD        WITHHOLD
                                                                                      Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                           for all     only for those
               (03) Arthur A. Hartman and (04) George L. Perry                                      Nominees       Nominee(s)
                                                                                                                  whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                     I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                     at left.
the space provided.)                                                                     [_]          [_]              [_]

_______________________________________________________________________________

3. In their discretion, the proxies are authorized to vote on such other matters
   as may properly come before the meeting and any adjournment(s) thereof.


                                                                             GB2



[LOGO] Dreyfus Family of Funds                                   FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                        PAID
                                                                     PROXY
                                                                   TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enter the ***Control Number*** listed below
   and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
   listed below and follow the instructions on the website; or
3. Return this Proxy Card, signed and dated, in the enclosed postage-paid
   envelope.

If You Are NOT Voting by Telephone or Internet, Please Sign, Date and Return the
                Proxy Card Promptly Using the Enclosed Envelope.

         Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


DREYFUS INVESTMENT PORTFOLIOS - EMERGING MARKETS PORTFOLIO

     The undersigned stockholder(s) of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, and each of them,
the attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of the shares of the Fund standing in the name
of the undersigned at the close of business on October 22, 2002, at a Special
Meeting of Stockholders to be held at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017 at 11:00 a.m., Eastern time, on
Wednesday, December 18, 2002 and at any and all adjournments thereof, with all
of the powers the undersigned would possess if then and there personally present
and especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholder
                                       is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receipt of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B



           Please fold and detach card at perforation before mailing


Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.



2. Election of Board Members:                                                          FOR all      WITHHOLD        WITHHOLD
                                                                                      Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                           for all     only for those
                              (03) Arthur A. Hartman and (04) George L. Perry                        Nominees       Nominee(s)
                                                                                                                  whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                     I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                     at left.
the space provided.)                                                                     [_]          [_]              [_]

_______________________________________________________________________________

3. In their discretion, the proxies are authorized to vote on such other matters
   as may properly come before the meeting and any adjournment(s) thereof.


                                                                             GB2



[LOGO] Dreyfus Family of Funds                                   FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                       PAID
                                                                    PROXY
                                                                  TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enter the ***Control Number*** listed below
   and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
   listed below and follow the instructions on the website; or
3. Return this Proxy Card, signed and dated, in the enclosed postage-paid
   envelope.

If You Are NOT Voting by Telephone or Internet, Please Sign, Date and Return the
                Proxy Card Promptly Using the Enclosed Envelope.

         Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


DREYFUS INVESTMENT PORTFOLIOS - EMERGING LEADERS PORTFOLIO

     The undersigned stockholder(s) of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, and each of them,
the attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of the shares of the Fund standing in the name
of the undersigned at the close of business on October 22, 2002, at a Special
Meeting of Stockholders to be held at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017 at 11:00 a.m., Eastern time, on
Wednesday, December 18, 2002 and at any and all adjournments thereof, with all
of the powers the undersigned would possess if then and there personally present
and especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholder
                                       is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receipt of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B



           Please fold and detach card at perforation before mailing


Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.



2. Election of Board Members:                                                          FOR all      WITHHOLD        WITHHOLD
                                                                                      Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                           for all     only for those
               (03) Arthur A. Hartman and (04) George L. Perry                                      Nominees       Nominee(s)
                                                                                                                  whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                     I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                     at left.
the space provided.)                                                                     [_]          [_]              [_]

_______________________________________________________________________________

3. In their discretion, the proxies are authorized to vote on such other matters
   as may properly come before the meeting and any adjournment(s) thereof.


                                                                             GB2



[LOGO] Dreyfus Family of Funds                                   FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                       PAID
                                                                    PROXY
                                                                  TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enter the ***Control Number*** listed below
   and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
   listed below and follow the instructions on the website; or
3. Return this Proxy Card, signed and dated, in the enclosed postage-paid
   envelope.

If You Are NOT Voting by Telephone or Internet, Please Sign, Date and Return the
                Proxy Card Promptly Using the Enclosed Envelope.

         Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


DREYFUS INVESTMENT PORTFOLIOS - FOUNDERS DISCOVERY PORTFOLIO

     The undersigned stockholder(s) of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, and each of them,
the attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of the shares of the Fund standing in the name
of the undersigned at the close of business on October 22, 2002, at a Special
Meeting of Stockholders to be held at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017 at 11:00 a.m., Eastern time, on
Wednesday, December 18, 2002 and at any and all adjournments thereof, with all
of the powers the undersigned would possess if then and there personally present
and especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholder
                                       is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receipt of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B



           Please fold and detach card at perforation before mailing


Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.



2. Election of Board Members:                                                          FOR all      WITHHOLD        WITHHOLD
                                                                                      Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                           for all     only for those
               (03) Arthur A. Hartman and (04) George L. Perry                                       Nominees       Nominee(s)
                                                                                                                  whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                     I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                     at left.
the space provided.)                                                                     [_]          [_]              [_]

_______________________________________________________________________________

3. In their discretion, the proxies are authorized to vote on such other matters
   as may properly come before the meeting and any adjournment(s) thereof.


                                                                             GB2



[LOGO] Dreyfus Family of Funds                                   FIRST CLASS
       P.O. Box 9117                                             U.S. POSTAGE
       Hingham, MA 02043-9117                                        PAID
                                                                     PROXY
                                                                   TABULATOR


                         3 EASY WAYS TO VOTE YOUR PROXY

1. Call toll-free 1-888-221-0697, enter the ***Control Number*** listed below
   and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
   listed below and follow the instructions on the website; or
3. Return this Proxy Card, signed and dated, in the enclosed postage-paid
   envelope.

If You Are NOT Voting by Telephone or Internet, Please Sign, Date and Return the
                Proxy Card Promptly Using the Enclosed Envelope.

         Please fold and detach card at perforation before mailing


                  **** CONTROL NUMBER: 999 999 999 999 99 ****


DREYFUS INVESTMENT PORTFOLIOS - SMALL CAP STOCK INDEX PORTFOLIO

     The undersigned stockholder(s) of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, and each of them,
the attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of the shares of the Fund standing in the name
of the undersigned at the close of business on October 22, 2002, at a Special
Meeting of Stockholders to be held at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017 at 11:00 a.m., Eastern time, on
Wednesday, December 18, 2002 and at any and all adjournments thereof, with all
of the powers the undersigned would possess if then and there personally present
and especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting.

     THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.

                                                 Dated: ________________, 2002


                                       ________________________________________

                                       ________________________________________
                                       Signature(s)

                                       Signature(s) should be exactly as name
                                       or names appearing on this proxy. If
                                       shares are held jointly, each stockholder
                                       is requested to sign, but only one
                                       signature is required. If signing is by
                                       attorney, executor, administrator,
                                       trustee or guardian, please give full
                                       title. By signing this proxy card,
                                       receipt of the accompanying Notice of
                                       Special Meetings of Stockholders and
                                       Proxy Statement is acknowledged.
                                                                          DREY-B



           Please fold and detach card at perforation before mailing


Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.  [x]



YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.



2. Election of Board Members:                                                          FOR all      WITHHOLD        WITHHOLD
                                                                                      Nominees      AUTHORITY       AUTHORITY
   Nominees for Election are: (01) David W. Burke, (02) Whitney I. Gerard,                           for all     only for those
               (03) Arthur A. Hartman and (04) George L. Perry                                       Nominees       Nominee(s)
                                                                                                                  whose name(s)
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark                                     I have written
"WITHHOLD AUTHORITY only for those..." and write the individual's name below in                                     at left.
the space provided.)                                                                     [_]          [_]              [_]

_______________________________________________________________________________

3. In their discretion, the proxies are authorized to vote on such other matters
   as may properly come before the meeting and any adjournment(s) thereof.


                                                                             GB2

Sincerely,

[Participating Insurance Company]