beyond.UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14AProxy 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
[_][X]
Filed by a Party other than the Registrant[_][ ]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. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (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)Payment of Filing Fee (Check the appropriate box):
[X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_]
[X]
[ ]No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
(2)
(3)
(4)
(5)Title of each class of securities to which transaction applies:_________________________
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:___________________________________________________________
[ ]
[ ]Fee previously paid with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1)
(2)
(3)
(4)Amount previously paid:____________________________
Form, schedule or registration statement no.:____________
Filing party:______________________________________
Date filed:_______________________________________DREYFUS INVESTMENT PORTFOLIOS
CORE BOND PORTFOLIONotice 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 thefiling for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the dateoffices ofits filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- 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 theDreyfus 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 beasked 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 withgreater management and/or investment flexibility, orinstructions received from theopportunity 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 thefunds 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 PresidentQUESTIONS 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 ofStockholders ------------------------------- ToShareholders and theStockholders: Special Meetings of Stockholders of each of the funds in the Dreyfus Family of Funds listed above (each, a "Fund"accompanying proxy statement andcollectively, 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 toThe 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 onOctober 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 beentitled to receive notice of and to votevoted at the meeting.By Order ofYour vote is important. Please complete, date and sign theBoards Secretaryenclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.
By Order of the Board of Trustees
Michael A. Rosenberg
SecretaryNew York, New York
October 25, 2002 - ------------------- * 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, 2007DREYFUS INVESTMENT PORTFOLIOS
CORE BOND PORTFOLIOPROXY 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 StockholdersShareholders
to be held on Wednesday,December 18, 2002April 4, 2007This
Proxy Statementproxy statement is furnished in connection with a solicitation of proxies by the Board ofeachTrustees ofthe funds in theDreyfusFamilyInvestment Portfolios (the “Fund”), on behalf ofFunds 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 ofStockholdersShareholders (the"Meeting"“Meeting”) ofeach Fundthe Portfolio to be held on Wednesday,December 18, 2002April 4, 2007 at11:00 a.m.12:30 p.m.,Eastern time,at theGrand Hyatt New York,offices of The Dreyfus Corporation (“Dreyfus”), 200 Park Avenue,at Grand Central Station,7th Floor, New York, New York10017,10166, for the purposes set forth insuch 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 toreceiveinstruct 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 ofandrevocation or another voting instruction form delivered tovote attheMeeting. StockholdersParticipating Insurance Company.Shareholders are entitled to one vote for each
FundPortfolio share held and a fractionalvotesvote for each fractionalFundPortfolio share held.Stockholders canHolders of Initial shares and Service shares will voteonlytogether as a group onmatters affectingtheFund(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 arestockholders. Shares representedreceived byexecuted and unrevoked proxies will be voted in accordance withthespecifications 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 relevantFund, which must indicateParticipating Insurance Company by thestockholder'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 receivedbeforefrom Policyowners. Additional information regarding voting instruction rights is provided in theMeeting. 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 ofeach 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 theFund 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 isessential 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 officesof each Fundare located at 200 Park Avenue, New York, New York10166.10166, and its phone number is 1-800-554-4611.Copies ofeach Fund'sthe Portfolio’s most recent Annualand 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-free1-800-645-6561.1-800-554-4611. PROPOSAL 1: TO APPROVE
CHANGESA PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TOCERTAIN OFWHICH THEFUNDAMENTAL POLICIESPORTFOLIO’S ASSETS WILL BELIQUIDATED, KNOWN LIABILITIES SATISFIED ANDINVESTMENT RESTRICTIONS OF THE DREYFUS PREMIER THIRD CENTURY FUND, INC. AND THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. Only stockholdersREMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERSIntroduction
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,asdescribed below. Thedefined by the Investment Company Act of 1940, as amended (the"1940 Act"“1940 Act”),requires thatapproved arelatively limited numberPlan ofinvestment policiesLiquidation andrestrictions 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 thesecuritiesform attached to this proxy statement. The Plan provides for the liquidation ofother investment companies are believedthe Portfolio’s assets and the distribution tobe too restrictive when compared to such policiesshareholders ofother mutual funds,the cash proceeds of the liquidation after paying or providing for the payment of all debts andtheir policy regarding investing in investment companies is not required to be fundamental.liabilities of the Portfolio. TheBoards 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 thechanges 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 andwill enhanceits shareholders and Policyowners to liquidate theabilityPortfolio.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
TheDreyfusCorporation ("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 Fundshaveand concluded that it would be appropriate to reduce theabilitynumber 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 andseveral 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 andThe 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. 2The 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 thecollateral falls belowEffective Date, theminimum required, normally equalPortfolio will distribute its assets to100%-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 fundcreditworthiness procedures. In a loan transaction,designated by thelending 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 withlendingcarrying 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 portfoliosecurities 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 theirinvestmentsin 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 otheruninvested cash, the Exemptive Order does require that a fund not invest its 3uninvested cash (monies totally separatetransaction expenses) in preparation for andapart from any cash collateral receivedin connection with thesecurities lending program) in other investment companies in excessPortfolio’s liquidation. Normal operating expenses of25% of its total assets. Investmentsthe Portfolio will be borne by the Portfolio in thesecurities 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 beearned 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 theamountPlan.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, thesecond fund. For example,Fund’s Board would determine what alternative action, ifuninvested cash from an equity fund where Dreyfus is earning a 0.75% management fee were toany, should beinvested 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’ RecommendationApproval 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 theFund'sPortfolio’s shares outstandingvoting 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 THATSTOCKHOLDERSSHAREHOLDERS VOTE"FOR"“FOR”APPROVAL OF THECHANGES TO CERTAIN OF THE FUND'S FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS. PROPOSAL 2: ELECTION OFPLANADDITIONAL
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 priorINFORMATIONInformation Pertaining to the
Meeting,Investment Adviser and DistributorDreyfus, 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 Nomineeis located at 200 Park Avenue, New York, New York10166.10166, 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 FundsEach Fund typically pays its Board members its allocated portion2006, Mellon Financial and The Bank ofan 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 anda fee per meeting attended fortheFundapproval of BNY’s and Mellon Financial’s shareholders, as well as otherfundscustomary 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 ofFunds, 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 5such 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 ProvidersDreyfus, located at 200 Park Avenue, New York, New York 10166, serves aseach 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 ofVoting 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 telephoneand each Fundby representatives of the Participating Insurance Companies. Participating Insurance Companies maypay persons holding Fund shares in their names or those of their nomineesbe paid for their expenses in sending soliciting materials to theirprincipals. Each Fund hasPolicyowners. An outside firm may be retainedD.F. King & Co., Inc.to assist in the solicitation ofproxiesvoting instructions, primarily by contactingstockholdersPolicyowners bytelephone, 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 thespecificationsspecification made thereon, and if no voting instructions are given on such voting instruction forms, the shares will be voted"FOR"“FOR” theProposals. 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 aproxyvoting 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”), theFundPortfolio 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 ofa Proposal.the proposal. For this reason, abstentions will have the effect of a"no"“no” vote for the purpose of obtaining the requisiteapproval 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 theMeeting, or if a quorum is present butMeeting.In the event sufficient votes to approve
a Proposalthe proposal are not received, thepersons named as proxiesParticipating Insurance Companies may propose one or more adjournments of the Meeting to permit further solicitation ofproxies.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: thenature of the Proposal, thepercentage offavorablevotes actually cast, the percentage of negative votes actually cast,andthe 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 CompanyPercent of
Portfolio
Shares OutstandingTransAmerica Occidental
Life Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 5249976.40%
(Initial shares)
79.84%
(Service shares)First TransAmerica Life
Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 5249923.60%
(Initial shares)TransAmerica Financial
Life Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 5249911.90%
(Service shares)TransAmerica Life Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 524996.24%
(Service shares)The proportionate voting policy described in this proxy statement may result in certain Policyowners’ instructions affecting the vote of 5% or more of the Portfolio’s total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.
* * * * *
Other Matters
The Fund’s Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the proxies in accordance with their judgment on such matter.
The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.
IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE.
Dated: February 16, 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 EnvelopeFOLD 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 PORTFOLIOThe 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 EnvelopeFOLD 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 PORTFOLIONotice 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
SecretaryNew York, New York
February 16, 2007DREYFUS INVESTMENT PORTFOLIOS
EMERGING LEADERS PORTFOLIOPROXY STATEMENT
Special Meeting of Shareholders
to be held on Wednesday, April 4, 2007This 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 sharesaffected 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 betakenconsidered: 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 forone or more oftheProposals in this Proxy Statement prior to any adjournment if sufficientsolicitation. Generally, voteshave been received for approval. If a quorum is present,cast “for” thepersons named 6as proxiesproposal willvote those proxies which they are entitled to vote "FOR" the Proposalsbe voted in favor of such adjournment, and votes cast “against” the proposal willvote those proxies required tobe voted"AGAINST" the Proposalsagainst anyadjournment.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 CompanyPercent of
Portfolio
Shares OutstandingTransAmerica Occidental
Life Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 5249960.45%
(Initial shares)
74.30%
(Service shares)First TransAmerica Life
Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 5249922.10%
(Initial shares)Libert Life Assurance
Company of Boston
100 Liberty Way
Dover, NH 038205.80%
(Initial shares)TransAmerica Financial
Life Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 5249915.87%
(Service shares)Nationwide Insurance Company
NWVA9
P.O. Box 182029
Columbus, OH 432189.73%
(Service shares)The proportionate voting policy described in this proxy statement may result in certain Policyowners’ instructions affecting the vote of 5% or more of the Portfolio’s total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.
* * * * *
Other Matters
The Fund’s Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the proxies in accordance with their judgment on such matter.
The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.
IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE.
Dated: February 16, 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 EnvelopeFOLD 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 PORTFOLIOThe 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 EnvelopeFOLD 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 PORTFOLIONotice 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
SecretaryNew York, New York
February 16, 2007DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS DISCOVERY PORTFOLIOPROXY STATEMENT
Special Meeting of Shareholders
to be held on Wednesday, April 4, 2007This 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 PLANADDITIONAL 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 CompanyPercent of
Portfolio
Shares OutstandingPrincor Financial Services
711 High Street
Des Moines, IA 5039276.61%
(Initial shares)TransAmerica Occidental Life
Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 5249919.19%
(Initial shares)
93.76%
(Service shares)First TransAmerica Life
Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 524996.24%
(Service shares)The proportionate voting policy described in this proxy statement may result in certain Policyowners’ instructions affecting the vote of 5% or more of the Portfolio’s total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.
* * * * *
Other Matters
The Fund’s Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the proxies in accordance with their judgment on such matter.
The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.
IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE.
Dated: February 16, 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 EnvelopeFOLD 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 PORTFOLIOThe 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 EnvelopeFOLD 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 PORTFOLIONotice 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
SecretaryNew York, New York
February 16, 2007DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS GROWTH PORTFOLIOPROXY STATEMENT
Special Meeting of Shareholders
to be held on Wednesday, April 4, 2007This 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 theowner of allshareholders of theassets 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 InsuranceCompanies have agreedCompany as tosolicit instructions from Policyowners holding Fundthe manner in which sharesin the relevant separate account asof therecord date of the Meeting andPortfolio attributable tovote 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 InsuranceCompanies prior toCompany before the close of business onDecember 17, 2002.April 3, 2007 (the "Effective Time"). Such instructions may be revoked at any time prior to theMeetingEffective Time by written notice of revocation or another votinginstructionsinstruction 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 byproxy (i) Fund shares as to which no timely instructions are received, (ii) Fund sharesthe separate account) or owned exclusively by therelevantParticipating 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 proposalin 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 NoThe 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 CompanyPercent of
Portfolio
Shares OutstandingTransAmerica Occidental Life
Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 5249983.81%
(Initial shares)
92.95%
(Service shares)First TransAmerica Life
Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 5249914.66%
(Initial shares)First TransAmerica Life
Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 524997.15%
(Service shares)The proportionate voting policy described in this proxy statement may result in certain Policyowners' instructions affecting the vote of 5% or more of the Portfolio's total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.
* * * * *
Other Matters
The Fund's Board is not aware of any other
mattersmatter which may come before the Meeting. However, should any suchmattersmatter properly come before the Meeting, it is the intention of the persons named in theaccompanyingform of proxy to vote theproxyproxies in accordance with their judgment on suchmatters. 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 thisMeeting,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 BEVOTEDRETURNED PROMPTLY. THEREFORE,STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING(S) IN PERSONPOLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURNEACH PROXY CARDTHE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPEDENVELOPE, OR TO OTHERWISE VOTE IMMEDIATELY.ENVELOPE.Dated:
October 25, 2002 7February 16, 2007SCHEDULE 1EXHIBIT A
PLAN OF LIQUIDATION AND DISSOLUTION
The following
isPlan of Liquidation and Dissolution (the "Plan") of the Founders Growth Portfolio (the "Portfolio"), alistseries ofthose 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 FundDreyfus 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-1SCHEDULE 2 PERTAINING TO SHARE OWNERSHIP Set forth below for each Fund is information as to(the "Fund"), a trust organized and existing under thenumber of shareslaws of theFund 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 andthose stockholders known bydissolution of theFund, if any, to own beneficially 5% or morePortfolio in conformity with the provisions of the Fund'soutstanding voting securities asAmended and Restated Agreement and Declaration ofSeptember 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 theFund.
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 10166S-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 25,079.500S-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 19807S-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 10166S-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 52499S-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 52499S-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 52499S-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 10,231.696S-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 52499S-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 52499S-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 33716S-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 10001S-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 32246S-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 63179S-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 32246S-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 43218S-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 52499S-18EXHIBIT A Part I Part I sets forth information regarding the current Board members and Nominees,Board and,committee meetings, and auditor fees forsubject to theFunds as indicated. Current Board Membersgeneral direction of theFunds The following table presents information aboutBoard, thecurrent Board membersofficers of theFunds,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, includingtheir principal occupationswithout limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and otherboard 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, andaffiliations.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 York10166. Each10166, on Wednesday, April 4, 2007, at 2:00 p.m. and at any and all adjournments thereof, with all of theFunds' 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 toserve as a Board member ofyour account value in proportion to all voting instructions for theFunds afterPortfolio actually received from Policyowners in theMeeting.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, ChairmanBy 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 ofoutsourcing functions for DPOF (2000) small and medium size companies, DPTCF (1995) Director DSRGF (1995) The Newark Group, a providerSpecial Meeting ofa 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 onForeign Relations, Member DIP (1998) Lafayette College Board of Trustees, DPOF (2000) Vice Chairman Emeritus DPTCF (1980) DSRGF (1992)A-1The 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 orNominee 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 Noneguardian, 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 NoneDated:________________, 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-2COMPENSATION 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-3PERTAINING 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-4PART 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-6PART 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, PleaseSign, Date and Return
the Proxy Cardthis Form
Promptly Using the
EnclosedEnvelope.EnvelopeFOLD AND DETACH HEREPlease
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 PORTFOLIOThe undersigned
stockholder(s) of the above-referenced fund (the "Fund")herebyappoint(s) Kathleen DeNicholasappoints Joseph M. Chioffi andRobert 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 ofthe Fund standing in the namebeneficial interest of theundersignedFounders Growth Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held at the close of business onOctober 22, 2002,February 12, 2007, at a Special Meeting ofStockholdersShareholders to be held at theGrand Hyatt New York,offices of The Dreyfus Corporation, 200 Park Avenue,at Grand Central Station,7th Floor, New York, New York10017 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 undersignedwould possess if then and there personally presentpossesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on theproposals,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 EnvelopeFOLD ANDWILL 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-BDETACH HEREPlease fold and detach card at perforation before mailingPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.
[x] YOURVOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD
UNANIMOUSLY RECOMMENDS A VOTE "FOR"AND WILL BE VOTED FOR THEFOLLOWING PROPOSALS.PROPOSAL UNLESS OTHERWISE INDICATED.
2. Election1. 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.
|_| FORall 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 othermattersbusiness 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 PORTFOLIONotice 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
SecretaryNew York, New York
February 16, 2007DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS INTERNATIONAL EQUITY PORTFOLIOPROXY STATEMENT
Special Meeting of Shareholders
to be held on Wednesday, April 4, 2007This 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 andfollowless efficient funds and recommended to therecorded 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 theInternet at www.proxyweb.comPlan or the liquidation of the Portfolio.Description of the Plan and
usethe***Control Number*** listed below and follow the instructionsLiquidationThe 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 or3. 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 anddated,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 NOTshareholders 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 orInternet, Pleaseby 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 CompanyPercent of
Portfolio
Shares OutstandingTransAmerica Occidental Life
Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 5249987.45%
(Initial shares)
100.00%
(Service shares)First TransAmerica Life
Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 5249912.55%
(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 Cardthis Form
Promptly Using the
EnclosedEnvelope.EnvelopeFOLD AND DETACH HEREPlease
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 EQUITYPORTFOLIOThe undersigned
stockholder(s) of the above-referenced fund (the "Fund")herebyappoint(s) Kathleen DeNicholasappoints Joseph M. Chioffi andRobert 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 ofthe Fund standing in the namebeneficial interest of theundersignedFounders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held at the close of business onOctober 22, 2002,February 12, 2007, at a Special Meeting ofStockholdersShareholders to be held at theGrand Hyatt New York,offices of The Dreyfus Corporation, 200 Park Avenue,at Grand Central Station,7th Floor, New York, New York10017 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 undersignedwould possess if then and there personally presentpossesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on theproposals,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 EnvelopeFOLD ANDWILL 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-BPlease fold and detach card at perforation before mailingDETACH HEREPlease fill in box(es) as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.
[x] YOURVOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD
UNANIMOUSLY RECOMMENDS A VOTE "FOR"AND WILL BE VOTED FOR THEFOLLOWING PROPOSALS.PROPOSAL UNLESS OTHERWISE INDICATED.
2. Election1. 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.
|_| FORall 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 othermattersbusiness as may properly come before the meeting,andor anyadjournment(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"), andfollow 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 thewebsite;owner of a variable annuity contract or3. Return this Proxy Card, signed and dated,variable life insurance policy issued by [Participating Insurance Company] who has invested in theenclosed 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, theProxy Card Promptly UsingFund's Board of Trustees voted to recommend theEnclosed 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 theabove-referenced fund (the "Fund") hereby appoint(s) Kathleen DeNicholasPortfolio because the Portfolio's net assets have grown to only $12.0 million andRobert R. Mullery, and each of them,it is unlikely theattorneys and proxies ofPortfolio will experience material growth in assets in theundersigned, 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 tovote, as indicated herein, all oftotal assets.In order to liquidate the
shares ofPortfolio, the Fundstandingmust obtain the consent of its shareholders. The Portfolio's shareholders are insurance companies, including [Participating Insurance Company], whose variable contract/policyowners are invested in thenamePortfolio. Each insurance company must give its variable contract/policyowners ofthe undersigned atrecord as of the close of business onOctober 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 beheldvoted on at theGrand 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 theProxy 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 isrequested 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 theaccompanying Notice of Special Meetings of Stockholders and Proxy Statement is acknowledged. DREY-BPlease 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 theabove-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 theFund 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 theundersigned atPortfolio prior to theclose 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 thepowers 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 andthere personally presentinvestment needs in 2007 andespecially (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-BPlease 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-BPlease 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-BPlease 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-BPlease 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-BPlease 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-BPlease 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-BPlease 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-BPlease 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-BPlease 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]