SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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CITIZENSSELECT FUNDS
DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
DREYFUS INSTITUTIONAL CASH ADVANTAGE FUNDS
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUNDS
DREYFUS INSTITUTIONAL RESERVES FUNDS
DREYFUS INVESTMENT GRADE FUNDS, INC.
DREYFUS INVESTMENT PORTFOLIOS
DREYFUS LIQUID ASSETS, INC.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS OPPORTUNITY FUNDS
DREYFUS PREMIER SHORT-INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS SHORT-INTERMEDIATE GOVERNMENT FUND
DREYFUS TAX EXEMPT CASH MANAGEMENT FUNDS
DREYFUS TREASURY & AGENCY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
THE DREYFUS FUND INCORPORATED
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
THE DREYFUS THIRD CENTURY FUND, INC.



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


______________________________________________________________________
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The Dreyfus Family of Funds
200 Park Avenue
New York, New York 10166
Dear Shareholder:
Your Dreyfus fund(s) and certain other funds in The Dreyfus Family of Funds will hold special shareholder meetings on December 6, 2013.  Shareholders of each of these funds will be asked to elect Board members of their funds.  The nominees are current Board members of some or all of these funds.  The election of additional Board members to your fund is being proposed primarily to consolidate the Boards of these funds.  The enclosed proxy statement describes the Board member nominees' qualifications and each of their respective current roles overseeing funds in The Dreyfus Family of Funds.  Please take the time to read the enclosed materials.
Since the proposal to elect Board members is common to these funds, we have combined the proxy statement to save on expenses.  If you own shares of more than one of these Dreyfus funds, the combined proxy statement also may save you the time of reading more than one document before you vote.  If you own shares of more than one of these Dreyfus funds on the record date for the meetings, please note that each fund has a separate proxy card.  You should complete a proxy card, or otherwise provide voting instructions, for each fund in which you own shares.
Remember, your vote is extremely important, no matter how large or small your fund holdings.  By voting promptly, you can help avoid additional costs that are incurred with follow-up letters and calls.
To vote, you may use any of the following methods:
·
By Mail.  Please complete, date and sign the enclosed proxy card for each fund in which you own shares and mail it in the enclosed, postage-paid envelope.
·
By Internet.  Have your proxy card(s) available.  Go to the website listed on the proxy card.  Enter your control number from your proxy card.  Follow the instructions on the website.
·
By Telephone.  Have your proxy card(s) available.  Call the toll-free number listed on the proxy card.  Enter your control number from your proxy card.  Follow the recorded instructions.
·
In Person.  Any shareholder who attends the meeting in person may vote by ballot at the meeting.
We encourage you to vote through the Internet or by telephone using the number that appears on your proxy card(s).  These voting methods will save the funds money because they would not have to pay for return-mail postage.  If you later decide to attend the meeting, you may revoke your proxy and vote your shares in person at the meeting.  Whichever voting method you choose, please take the time to read the full text of the proxy statement before you vote.
Your vote is very important to us.  If you have any questions before you vote, please call one of the Dreyfus service representatives at 1-800-DREYFUS.  Thank you for your response and for your continued investment with The Dreyfus Family of Funds.
Sincerely,
/s/ Bradley J. Skapyak
Bradley J. Skapyak
President

CitizensSelect Funds
Dreyfus Cash Management
Dreyfus Government Cash Management Funds
Dreyfus Institutional Cash Advantage Funds
Dreyfus Institutional Preferred Money Market Funds
Dreyfus Institutional Reserves Funds
Dreyfus Investment Grade Funds, Inc.
Dreyfus Investment Portfolios
Dreyfus Liquid Assets, Inc.
Dreyfus Municipal Cash Management Plus
Dreyfus New York Municipal Cash Management
Dreyfus Opportunity Funds
Dreyfus Premier Short-Intermediate Municipal Bond Fund
Dreyfus Short-Intermediate Government Fund
Dreyfus Tax Exempt Cash Management Funds
Dreyfus Treasury & Agency Cash Management
Dreyfus Treasury Prime Cash Management
Dreyfus Worldwide Dollar Money Market Fund, Inc.
The Dreyfus Fund Incorporated
The Dreyfus Socially Responsible Growth Fund, Inc.
The Dreyfus Third Century Fund, Inc.

DREYFUS INVESTMENT PORTFOLIOS
CORE BOND PORTFOLIO


Notice of Special MeetingMeetings of Shareholders
To Be Held on December 6, 2013


To the owners of variable annuity contracts and variable life insurance policies entitled to give voting instructions:

            A Shareholders:

Special MeetingMeetings of Shareholders of each of the Core Bond Portfolio (the “Portfolio”),funds in The Dreyfus Family of Funds listed above (each, a series of Dreyfus Investment Portfolios,"Fund" and, collectively, the "Funds")* will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Wednesday, April 4, 2007,Friday, December 6, 2013 at 12:30 p.m.,the time set forth on Schedule 1 to the Proxy Statement, for the following purposes:

1.To approve a Plan of Liquidationelect Board members to hold office until their successors are duly elected and Dissolution pursuant to which the Portfolio’s assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders; andqualified.

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

             Shares of the Portfolio are offered only to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). Portfolio shares held in separate accounts which are attributable to the Policies will be voted by the respective insurance company in accordance with instructions received from the owners of the Policies (“Policyowners”).

             This Notice of Special Meeting

_____________________
*CitizensSelect Funds, Dreyfus Government Cash Management Funds, Dreyfus Institutional Cash Advantage Funds, Dreyfus Institutional Preferred Money Market Funds, Dreyfus Institutional Reserves Funds, Dreyfus Investment Grade Funds, Inc., Dreyfus Investment Portfolios, Dreyfus Opportunity Funds, Dreyfus Premier Short-Intermediate Municipal Bond Fund and Dreyfus Tax Exempt Cash Management Funds are "series" investment companies comprised of separate portfolios, each of which may be referred to as a Fund, as applicable, in the Proxy Statement.  For a list of the series, see Schedule 1 to the Proxy Statement.
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 asOctober 11, 2013 will be entitled to the manner in which the Portfolio shares held by their Policies should be votedreceive notice of and to vote at the meeting.Your vote is important. Please complete, date and sign the enclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.

By Order of the Board of Trustees

Michael A. Rosenberg
Boards,
/s/ Janette E. Farragher
Janette E. Farragher
Secretary

New York, New York
October 18, 2013


WE NEED YOUR PROXY VOTE.
A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE MEETING OF SHAREHOLDERS 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, AT SHAREHOLDERS' EXPENSE, 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 PROMPTLY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
CitizensSelect Funds
Dreyfus Cash Management
Dreyfus Government Cash Management Funds
Dreyfus Institutional Cash Advantage Funds
Dreyfus Institutional Preferred Money Market Funds
Dreyfus Institutional Reserves Funds
Dreyfus Investment Grade Funds, Inc.
Dreyfus Investment Portfolios
Dreyfus Liquid Assets, Inc.
Dreyfus Municipal Cash Management Plus
Dreyfus New York New YorkMunicipal Cash Management
Dreyfus Opportunity Funds
Dreyfus Premier Short-Intermediate Municipal Bond Fund
Dreyfus Short-Intermediate Government Fund
Dreyfus Tax Exempt Cash Management Funds
Dreyfus Treasury & Agency Cash Management
Dreyfus Treasury Prime Cash Management
Dreyfus Worldwide Dollar Money Market Fund, Inc.
The Dreyfus Fund Incorporated
The Dreyfus Socially Responsible Growth Fund, Inc.
The Dreyfus Third Century Fund, Inc.

February 16, 2007

DREYFUS INVESTMENT PORTFOLIOS
CORE BOND PORTFOLIO

COMBINED PROXY STATEMENT

Special MeetingMeetings of Shareholders
to be held on Wednesday, April 4, 2007

December 6, 2013

This proxy statementProxy Statement is furnished in connection with a solicitation of proxies by each of the Boardrespective Boards of Trustees ofCitizensSelect Funds ("CSF"), Dreyfus Cash Management ("DCM"), Dreyfus Government Cash Management Funds ("DGCMF"), Dreyfus Institutional Cash Advantage Funds ("ICAF"), Dreyfus Institutional Preferred Money Market Funds ("IPMMF"), Dreyfus Institutional Reserves Funds ("IRF"), Dreyfus Investment Grade Funds, Inc. ("DIGF"), Dreyfus Investment Portfolios (the “Fund”("DIP"), on behalf of its series, CoreDreyfus Liquid Assets, Inc. ("DLA"), Dreyfus Municipal Cash Management Plus ("DMCMP"), Dreyfus New York Municipal Cash Management ("DNYMCM"), Dreyfus Opportunity Funds ("DOF"), Dreyfus Premier Short-Intermediate Municipal Bond Portfolio (the “Portfolio”Fund ("PSIMBF"), Dreyfus Short-Intermediate Government Fund ("SIGF"), Dreyfus Tax Exempt Cash Management Funds ("DTECMF"), Dreyfus Treasury & Agency Cash Management ("DTACM"), Dreyfus Treasury Prime Cash Management ("DTPCM"), Dreyfus Worldwide Dollar Money Market Fund, Inc. ("WDMMF"), The Dreyfus Fund Incorporated ("DF"), The Dreyfus Socially Responsible Growth Fund, Inc. ("DSRGF") and The Dreyfus Third Century Fund, Inc. ("DTCF") (each, a "Fund" and, collectively, the "Funds") to be used at the Special Meeting of Shareholders (the “Meeting”"Meeting") of the Portfolioeach Fund to be held on Wednesday, April 4, 2007Friday, December 6, 2013 at 12:30 p.m.,the time set forth on Schedule 1 to this Proxy Statement, at the offices of The Dreyfus Corporation (“Dreyfus”("Dreyfus"), 200 Park Avenue, 7th Floor, New York, New York 10166, and at any and all adjournments thereof, for the purposes set forth in the accompanying Notice of Special MeetingMeetings of Shareholders.

          Shares of the Portfolio are offered only to separate accounts established by insurance companies (“Participating Insurance Companies”) to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). The Participating Insurance Company’s separate accounts are the shareholders of the Portfolio. However, pursuant to applicable laws, Portfolio shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies (“Policyowners”). As a Policyowner

Shareholders of record at the close of business on February 12, 2007, you have the rightOctober 11, 2013 are entitled to instruct your Participating Insurance Company as to the manner in which shares of the Portfolio attributable to your Policy should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. To be effective, voting instructions must be received by the Participating Insurance Company before the close of business on April 3, 2007 (the “Effective Time”). Such instructions may be revoked at any time prior to the Effective Time by writtenreceive notice of revocation or another voting instruction form deliveredand to vote at the Participating Insurance Company.

Meeting.  Shareholders are entitled to one vote for each PortfolioFund share held and a fractional votevotes for each fractional PortfolioFund share held.  HoldersShareholders can vote only on matters affecting the Fund(s) of Initial shareswhich they are shareholders.  Shares represented by executed and Serviceunrevoked proxies will be voted in accordance with the specifications made thereon, and if no voting instructions are given, shares will vote together as a group onbe voted "FOR" the proposal.  As of February 8, 2007, 1,545,732.524 Initial sharesIf the enclosed proxy card(s) is executed and 3,213,560.327 Service shares ofreturned, it nevertheless may be revoked by giving another proxy, by calling the Portfolio’s beneficial interests were issued and outstanding.

          Participating Insurance Companies will vote Portfolio shares attributable to Policies as to which no executed voting instruction forms are receivedtoll-free telephone number, through the Internet or by the Effective Time, as well as Portfolio shares not attributable to Policies (e.g., representing accrued fees payableletter directed to the relevant Participating Insurance CompanyFund, which must indicate the shareholder's name and account number.  To be effective, such revocation must be received before the Meeting.  In addition, any shareholder who attends the Meeting in person may vote by ballot at the separate account)Meeting, thereby canceling any proxy previously given.

Shareholders of each Fund will vote as a single class (which includes all series of a Fund) and will vote separately from the shareholders of each other Fund on the election of Board members.  It is essential that shareholders who own shares in more than one Fund complete, date, sign and return each proxy card they receive, or owned exclusively by the Participating Insurance Company or its affiliates, in the same proportion (for, against or abstain) as theotherwise provide voting instructions timely received from Policyowners. Additional information regarding voting instruction rightswith respect to each such Fund.  Information as to the number of shares outstanding and share ownership for each Fund is provided in the prospectus and/or statement of additional information for the Policies.

set forth on Schedule 2 to this Proxy Statement.

The approximate mailing date of this proxy statementProxy Statement and the accompanying voting instruction cardproxy card(s) is February 21, 2007. October 18, 2013.
The Fund’s principal executive offices of each Fund are located at 200 Park Avenue, New York, New York 10166, and its phone number is 1-800-554-4611.10166.  Copies of the Portfolio’seach Fund's most recent Annual Reports and, if applicable, Semi-Annual Report isare available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, Attention: Institutional Servicing,11556, or by calling toll-free 1-800-554-4611.1-800-DREYFUS.

PROPOSAL 1: TO APPROVE A PLAN

IMPORTANT NOTICE REGARDING INTERNET
AVAILABILITY OF PROXY MATERIALS


THIS PROXY STATEMENT AND COPIES OF EACH FUND'S MOST RECENT
ANNUAL AND, IF APPLICABLE, SEMI-ANNUAL REPORTS TO SHAREHOLDERS ARE AVAILABLE AT
WWW.DREYFUS.COM/PROXYINFO
PROPOSAL:  ELECTION OF LIQUIDATION AND DISSOLUTION PURSUANT TO WHICH THE PORTFOLIO’S ASSETS WILL BELIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERSBOARD MEMBERS
The Nominees

Introduction

          On February 16, 2007,.  It is proposed that shareholders of each Fund consider the Fund’selection of the individuals listed below (the "Nominees") as Board members of Trustees, including a majoritytheir Fund as indicated.  The Nominees were selected and nominated by those members of Trusteesthe present Boards of the relevant Funds who are not “interested persons” of the Fund,"interested persons," as defined byin the Investment Company Act of 1940, as amended (the “1940 Act”"1940 Act"), approvedof the Funds ("Independent Board members").  The Nominees currently serve as Board members of some or all of the Funds.  (Joseph S. DiMartino, Whitney I. Gerard, Nathan Leventhal and Benaree Pratt Wiley were previously elected by the shareholders of CSF, ICAF, IPMMF, IRF, DIGF, DIP, DLA, DOF, PSIMBF, SIGF, WDMMF, DF, DSRGF and DTCF and need not be re-elected to the Board of such Funds.  Gordon J. Davis was previously elected by the shareholders of CSF, ICAF, IPMMF, IRF, DIP and DOF and need not be re-elected to the Board of such Funds.  Joseph S. DiMartino, Isabel P. Dunst and Benaree Pratt Wiley were previously elected by shareholders of DCM, DGCMF, DMCMP, DNYMCM, DTECMF, DTACM and DTPCM and need not be re-elected to the Board of such Funds.)  The election of additional Board members to the Boards of the Funds is being proposed primarily to consolidate the Boards of the Funds.  Consolidating the Boards of the Funds may provide certain administrative efficiencies and potential future cost savings for the Funds.  Each Nominee has consented to being named in this Proxy Statement and has agreed to serve as a PlanBoard member of Liquidationthe indicated Funds if elected.  With respect to CSF, ICAF, IPMMF, IRF, DIGF, DIP, DLA, DOF, PSIMBF, SIGF, WDMMF, DF, DSRGF and Dissolution (the “Plan”)DTCF, the Nominees for election as Board members of these Funds are:  Isabel P. Dunst, Robin A. Melvin and Roslyn M. Watson.  In addition, although he is currently a Board member of the respective Funds, Gordon J. Davis was not elected by shareholders of DIGF, DLA, PSIMBF, SIGF, WDMMF, DF, DSRGF and DTCF and, thus, is a Nominee for election as a Board member of such Funds.  With respect to DCM, DGCMF, DMCMP, DNYMCM, DTECMF, DTACM and DTPCM, the Nominees for election as Board members of these Funds are:  Gordon J. Davis, Whitney I. Gerard, and Nathan Leventhal.  In addition, although they are currently Board members of the respective Funds, Robin A. Melvin and Roslyn M. Watson were not elected by shareholders of DCM, DGCMF, DMCMP, DNYMCM, DTECMF, DTACM and DTPCM and, thus, are Nominees for election as Board members of such Funds.  George L. Perry, currently a Board member of ICAF, IPMMF, IRF, DIGF, DIP, DLA, DOF, PSIMBF, SIGF, WDMMF, DF, DSRGF and DTCF, will become an Emeritus Board member in January 2014 and is not a Nominee for election as a Board member of the Funds.

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 form attachedproxy.  Each Nominee elected will serve as an Independent Board member* (of the respective Fund commencing, subject to the discretion of the Board, on or about January 1, 2014 and until his or her successor is duly elected and qualified.  It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but, if that should occur prior to the Meeting, the proxy holders will vote for such other nominee or nominees as the Funds' Independent Board members may recommend.
_____________________
*
Gordon J. Davis will be deemed an interested Board member (as defined in the 1940 Act) of DIGF, DLA, WDMMF, DF, DSRGF and DTCF because his law firm provides legal services to such Funds. In addition, Isabel P. Dunst will be deemed an interested Board member (as defined in the 1940 Act) of the Funds because her law firm provides legal services to The Bank of New York Mellon Corporation and its affiliates.
Board's Oversight Role in Management. Each Board's role in management of the Funds is oversight.  As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Funds, primarily Dreyfus, the Funds' investment adviser, and its affiliates, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management (including management of investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk).  As part of its oversight, each Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports from senior personnel of Dreyfus and its affiliates, service providers, including Dreyfus' Chief Investment Officer (or a senior representative of his office), the Funds' and Dreyfus' Chief Compliance Officer and portfolio management personnel.  Each Board's Audit Committee (which consists of all Independent Board members) meets during its regularly scheduled and special meetings, and between meetings the Audit Committee chair is available to the Funds' independent registered public accounting firm and the Funds' Chief Financial Officer.  Each Board also receives periodic presentations from senior personnel of Dreyfus and its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending.  As warranted, each Board also receives informational reports from the Board's independent legal counsel (and, if applicable, separate counsel to the Funds) regarding regulatory compliance and governance matters.  Each Board has adopted policies and procedures designed to address certain risks to the Funds.  In addition, Dreyfus and other service providers to the Funds have adopted a variety of policies, procedures and controls designed to address particular risks to the Funds.  Different processes, procedures and controls are employed with respect to different types of risks.  However, it is not possible to eliminate all of the risks applicable to the Funds, and the Boards' risk management oversight is subject to inherent limitations.
Board Composition and Leadership Structure.  The 1940 Act requires that at least 40% of each Fund's Board members be Independent Board members and as such are not affiliated with Dreyfus.  To rely on certain exemptive rules under the 1940 Act, a majority of the Funds' Board members must be Independent Board members, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board members.  Currently, except for Gordon J. Davis and Isabel P. Dunst, all of the Funds' Board members who are expected to continue to serve as Board members from January 1, 2014, including the Chairman of the Boards, are Independent Board members.  The Boards have determined that their leadership structure, in which the Chairman of the Boards is not affiliated with Dreyfus, is appropriate in light of the specific characteristics and circumstances of the Funds, including, but not limited to:  (i) the services that Dreyfus and its affiliates provide to the Funds and potential conflicts of interest that could arise from these relationships; (ii) the extent to which the day-to-day operations of the Funds are conducted by Fund officers and employees of Dreyfus and its affiliates; and (iii) the Boards' oversight role in management of the Funds.
Information About the Experience, Qualifications, Attributes or Skills of Each Board Member and Nominee.  The following table presents information about the current Board members and Nominees, including their principal occupations and other public company board memberships and when they became a Board member of each Fund of which they are currently a Board member.  The address of each Board member and Nominee is c/o The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166.  Information about each Board member's and Nominee's ownership of shares of the Funds and other relevant information, including information about the Funds' officers, is set forth on Exhibit A to this proxy statement.Proxy Statement.
Name of Board Member or Nominee
Year of Birth
Position with Funds (Since)
Principal Occupation
During Past 5 Years
Other Public Company Board
Memberships During Past 5 Years
Nominees for CSF, ICAF, IPMMF, IRF, DIGF, DIP, DLA, DOF, PSIMBF, SIGF, WDMMF, DF, DSRGF and DTCF (and certain other Funds as indicated)
Independent Board Members
Robin A. Melvin
1963
Board Member and Nominee
DCM (2010)
DGCMF (2010)
DMCMP (2010)
DNYMCM (2010)
DTECMF (2010)
DTACM (2010)
DTPCM (2010)
Board Member, Illinois Mentoring Partnership, non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois (April 2013 – present)
Director, Boisi Family Foundation, a private family foundation that supports youth-serving organizations that promote the self sufficiency of youth from disadvantaged circumstances (1995 – 2012)
Board member of 33 funds (49 if elected at the Meeting) in The Dreyfus Family of Funds (14 portfolios and 39 if elected at the Meeting)
Roslyn M. Watson
1949
Board Member and Nominee
DCM (2010)
DGCMF (2010)
DMCMP (2010)
DNYMCM (2010)
DTECMF (2010)
DTACM (2010)
DTPCM (2010)
Principal, Watson Ventures, Inc., a real estate investment company (1993 – present)Board member of 13 funds (29 if elected at the Meeting) in The Dreyfus Family of Funds (35 portfolios and 60 if elected at the Meeting)
Interested Board Member
Isabel P. Dunst
1947
Board Member
DCM (1991)
DGCMF (1991)
DMCMP (1991)
DNYMCM (1991)
DTECMF (1991)
DTACM (1991)
DTPCM (1991)
Partner in the law firm of Hogan Lovells LLP
Board member of 7 funds (23 if elected at the Meeting) in The Dreyfus Family of Funds (10 portfolios and 35 if elected at the Meeting)
Nominees for DCM, DGCMF, DMCMP, DNYMCM, DTECMF, DTACM and DTPCM
(and certain other Funds as indicated)
Independent Board Members
Whitney I. Gerard
1934
Board Member
CSF (2007)
ICAF (2003)
IPMMF (2003)
IRF (2008)
DIGF (1993)
DIP (2003)
DLA (1973)
DOF (2003)
PSIMBF (1989)
SIGF (1989)
WDMMF (1989)
DF (1973)
DSRGF (2003)
DTCF (2003)
Partner in the law firm of Chadbourne & Parke LLP
Board member of 16 funds (23 if elected at the Meeting) in The Dreyfus Family of Funds (25 portfolios and 35 if elected at the Meeting)
Nathan Leventhal
1943
Board Member
CSF (2013)
ICAF (2009)
IPMMF (2009)
IRF (2009)
DIGF (2009)
DIP (2009)
DLA (2009)
DOF (2009)
PSIMBF (2009)
SIGF (2009)
WDMMF (2009)
DF (2009)
DSRGF (2009)
DTCF (2009)
Chairman of the Avery Fisher Artist Program (1997 present)
Commissioner, NYC Planning Commission (2007 2011)
Movado Group, Inc., Director (2003 - present)
Board member of 27 funds (34 if elected at the Meeting) in The Dreyfus Family of Funds (39 portfolios and 49 if elected at the Meeting)
Interested Board Member
Gordon J. Davis
1941
Board Member and Nominee
DIGF (2012)
DLA (2012)
PSIMBF (2012)
SIGF (2012)
WDMMF (2012)
DF (2012)
DSRGF (2012)
DTCF (2012)
Board Member
CSF (2013)
ICAF (2012)
IPMMF (2012)
IRF (2012)
DIP (2012)
DOF (2012)
Partner in the law firm of Venable LLP (2012 present)
Partner in the law firm of Dewey & LeBoeuf LLP (1994 2012)
Consolidated Edison, Inc., a utility company, Director (1997 present)
The Phoenix Companies, Inc., a life insurance company, Director (2000 present)
Board member of 29 funds (36 if elected at the Meeting) in The Dreyfus Family of Funds (49 portfolios and 59 if elected at the Meeting)
Current Board Members for all Funds
Joseph S. DiMartino
1943
Chairman of the Boards
CSF (2002)
DCM (1995)
DGCMF (1995)
ICAF (2002)
IPMMF (1997)
IRF (2008)
DIGF (1995)
DIP (1998)
DLA (1995)
DMCMP (1995)
DNYMCM (1995)
DOF (2000)
PSIMBF (1995)
SIGF (1995)
DTECMF (1995)
DTACM (1995)
DTPCM (1995)
WDMMF (1995)
DF (1995)
DSRGF (1995)
DTCF (1995)
Corporate Director and Trustee
CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (1997 – present)
The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director (2000 – 2010)
Sunair Services Corporation, a provider of certain outdoor-related services to homes and businesses, Director
        (2005 – 2009)
Board member of 68 funds in The Dreyfus Family of Funds (140 portfolios)
Benaree Pratt Wiley
1946
Board Member
CSF (2013)
DCM (2007)
DGCMF (2007)
ICAF (2009)
IPMMF (2009)
IRF (2009)
DIGF (2009)
DIP (2009)
DLA (2009)
DMCMP (2007)
DNYMCM (2007)
DOF (2009)
PSIMBF (2009)
SIGF (2009)
DTECMF (2007)
DTACM (2007)
DTPCM (2007)
WDMMF (2009)
DF (2009)
DSRGF (2009)
DTCF (2009)
Principal, The Wiley Group, a firm specializing in strategy and business development (2005 present)
CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small and medium size companies, Director (2008 - present)
Board member of 29 funds in The Dreyfus Family of Funds (60 portfolios)
Current Board Member for ICAF, IPMMF, IRF, DIGF, DIP, DLA, DOF, PSIMBF, SIGF, WDMMF, DF, DSRGF and DTCF
George L. Perry
1934
Board Member
ICAF (2003)
IPMMF (2003)
IRF (2008)
DIGF (1992)
DIP (2003)
DLA (1989)
DOF (2003)
PSIMBF (1990)
SIGF (1990)
WDMMF (1990)
DF (1989)
DSRGF (2003)
DTCF (2003)
Economist and Senior Fellow at The Brookings InstitutionBoard member of 15 funds in The Dreyfus Family of Funds (23 portfolios)
Each Board member has been a Dreyfus Family of Funds Board member for over ten years.  Additional information about each Nominee and Board member follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Nominee or Board member possesses which the Board believes have prepared them to be effective Board members.  The Plan providesBoards believe that the significance of each Board member's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Board member may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Board member, or particular factor, being indicative of Board effectiveness.  However, the Boards believe that Board members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Boards believe that their members and Nominees satisfy this standard.  Experience relevant to having this ability may be achieved through a Board member's educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Boards for the liquidationFunds) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.  The charter for the Boards' nominating committees contains certain other factors considered by the committees in identifying and evaluating potential Board member nominees.  To assist them in evaluating matters under federal and state law, the Board members are counseled by their independent legal counsel, who participates in Board meetings and interacts with Dreyfus, and also may benefit from information provided by Dreyfus' counsel; counsel to the Funds and to the Boards have significant experience advising funds and fund board members.  The Boards and their committees have the ability to engage other experts as appropriate.  Each Board evaluates its performance on an annual basis.
Independent Board Members
·
Joseph S. DiMartino – Mr. DiMartino has been the Chairman of the Boards of the funds in The Dreyfus Family of Funds for over 15 years.  From 1971 through 1994, Mr. DiMartino served in various roles as an employee of Dreyfus (prior to its acquisition by a predecessor of The Bank of New York Mellon Corporation ("BNY Mellon") in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a director.  He ceased being an employee or director of Dreyfus by the end of 1994.  From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies.  From 1986 to 2010, Mr. DiMartino served as a Director of the Muscular Dystrophy Association.
·
Whitney I. Gerard – Mr. Gerard is a partner in the law firm of Chadbourne & Parke LLP, where his practice focuses on the representation and counseling of international companies and individuals doing business and/or engaged in litigation in the United States.
·
Nathan Leventhal – Mr. Leventhal was previously a Commissioner of the New York City Planning Commission.  Previously, Mr. Leventhal served in a number of senior positions in New York City Government, including Fiscal Director of the Human Resources Administration and Chief of Staff to Mayor John V. Lindsay, Deputy Mayor to Mayor Ed Koch, and Transition Chairman for both Mayors David Dinkins and Michael Bloomberg.  Mr. Leventhal is a former partner in the law firm Poletti Freidin Prashker Feldman & Gartner.  In the not-for-profit sector, Mr. Leventhal served for 17 years as President of Lincoln Center for the Performing Arts, where he is now President Emeritus and Chairman of the Avery Fisher Artist Program
·
Robin A. Melvin – Ms. Melvin is a Board member of Illinois Mentoring Partnership, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois.  Ms. Melvin served as a Director of the Boisi Family Foundation, a private family foundation that supports organizations serving the needs of youth from disadvantaged circumstances, from 1995 to 2012.  In that role she also managed the Boisi Family Office, providing the primary interface with all investment managers, legal advisors and other service providers to the family.  She has also served in various roles with MENTOR, a national non-profit youth mentoring advocacy organization, including Executive Director of the New York City affiliate, Vice President of the national affiliate network, Vice President of Development, and, immediately prior to her departure, Senior Vice President in charge of strategy.  Prior to that, Ms. Melvin served as an investment banker with Goldman Sachs Group, Inc.
·
George L. Perry – Dr. Perry is an Economist and Senior Fellow at The Brookings Institution.  Dr. Perry was the founder and long time director of the Brookings Panel on Economic Activity and editor of its journal, the Brookings Papers.  Dr. Perry is a Director Emeritus of and a consultant to the State Farm Mutual Automobile Association and State Farm Life Insurance Company.  Prior to joining the Brookings Institution, Dr. Perry served as the Senior Economist to the President's Council of Economic Advisers and was a professor of economics at the University of Minnesota.
·
Roslyn M. Watson – Ms. Watson has been a business entrepreneur in commercial and residential real estate for over 15 years.  Ms. Watson currently serves as President and Founder of Watson Ventures, Inc. a real estate development investment firm, and her current board memberships include American Express Bank, FSB, The Hyams Foundation, Inc., Pathfinder International and Simmons College.  Previously, she held various positions in the public and private sectors, including General Manager for the Massachusetts Port Authority.  She has received numerous awards, including the Woman of Achievement award from the Boston Big Sister Association and the Working Woman of the Year Award from Working Woman Magazine.
·
Benaree Pratt Wiley – Ms. Wiley is a Principal of The Wiley Group, a firm specializing in personnel strategy, talent management and leadership development primarily for global insurance and consulting firms.  Prior to that, Ms. Wiley served as the President and Chief Executive Officer of The Partnership, Inc., a talent management organization for multicultural professionals in the greater Boston region.  Ms. Wiley currently serves on the board of Blue Cross Blue Shield of Massachusetts and is chair of the advisory board of PepsiCo African-American, and she has served on the boards of several public companies and charitable organizations.
Interested Board Members
·
Gordon J. Davis – Mr. Davis is a partner in the law firm of Venable LLP where his practice focuses on complex real estate, land use development and related environmental matters; state and municipal authorities and financings; and cultural and not-for-profit organizations.  Prior to joining the firm in 2012, Mr. Davis served as a partner in the law firm of Dewey & LeBoeuf LLP from 1994 until 2012.  Mr. Davis also served as a Commissioner and member of the New York City Planning Commission, and as Commissioner of Parks and Recreation for the City of New York.  Mr. Davis was a co-founder of the Central Park Conservancy and the founding Chairman of Jazz at the Lincoln Center for the Performing Arts in New York City.  He has also served as President of Lincoln Center.  Mr. Davis also served on the board of Dreyfus (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes).  He currently serves as a Director of The Phoenix Companies, Inc., a life insurance company.
·
Isabel P. Dunst – Ms. Dunst has been practicing law for almost 40 years.  Half of her career was spent at the U.S. Department of Health and Human Services, including serving as the Deputy General Counsel of that agency, the senior career legal position.  Ms. Dunst has been a partner for approximately 20 years in the Washington based international law firm of Hogan Lovells, which she joined in 1990.
Evaluation of Potential Nominees/Diversity.  In addition to the general experience, qualifications, attributes or skills described above, a Fund's Nominating Committee (see "Fund Board Committees" below) may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes.  Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations.  The Funds' Nominating Committee Charter contains certain other factors considered by the Committee in identifying and evaluating potential nominees (including any nominees recommended by shareholders as provided in the Nominating Committee Charter).  A copy of the Portfolio’s assetsFunds' Nominating Committee Charter and Procedures is not available on the distributionFunds' or Dreyfus' website, but is attached as Exhibit B to shareholdersthis Proxy Statement.
Compensation.  Each Fund typically pays its Board members its allocated portion of an annual retainer and a fee per meeting attended for the Fund and other funds in The Dreyfus Family of Funds, and reimburses them for their expenses.  The Chairman of the cash proceedsBoards 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, 2012, see Exhibit A to this Proxy Statement.
Board Member Emeritus Program.  The Boards have adopted an Emeritus Program to provide Board members who have served on the Board of one or more funds in The Dreyfus Family of Funds for an extended period of time and who have attained a certain age a means for assuming a less demanding role with the Fund while maintaining an ongoing relationship with the Fund.  The Boards have determined that the continued wise guidance and input such experienced Board members can provide merited the establishment of the liquidation after payingProgram.  Under the Board Member Emeritus Program, for a Board member who currently serves on the Board of any fund in The Dreyfus Family of Funds, upon reaching age 72, such Board member is entitled to elect Emeritus status with respect to each Fund if he or providingshe has served on the Board of a Fund for at least 10 years.  Upon reaching age 80, Emeritus status is mandatory and becomes effective immediately, unless the paymentBoard member chooses to retire at that time.  The 10-year pre-requisite for service as a Fund Board member will be waived for a Board member who reaches age 80 but has not served as a Board member of a Fund for at least 10 years.
An Emeritus Board member is permitted to serve as such for a maximum of 10 years from the date Emeritus status is achieved.  An Emeritus Board member:  (i) does not have voting rights with respect to matters pertaining to a Fund, and is relieved of all debtsformal responsibilities with respect to the Fund; (ii) may attend all Board meetings, but is under no fiduciary obligation with respect to a Fund; (iii) is not subject to election by Fund shareholders; and liabilities(iv) is eligible to be indemnified to the fullest extent permitted under a Fund's governing documents, as amended from time to time.
Emeritus Board members are entitled to receive an annual retainer of one-half the Portfolio. The Fund’s Board has directed that the Plan be submitted to Portfolio shareholders for approval.

          The Portfolio commenced operations on May 1, 2000, and,amount paid 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,a retainer at the time the Portfolio commenced operationsBoard member achieves Emeritus status and Dreyfus believes itone-half the per meeting attendance fee in effect on the date of the meeting attended by the Emeritus Board member.  Emeritus Board members are reimbursed for reasonable expenses incurred in connection with attending Board meetings.

Fund Board Committees.  Each Fund has a standing Audit Committee, Nominating Committee, Compensation Committee and Litigation Committee, each of which is unlikely thatcomprised of the Portfolio will experience material growthFund's Independent Board members.  Each Fund also has a Pricing/Valuation Committee comprised of any one or more of the Board members, the function of which is to assist in assetsvaluing the Fund's investments.  For information on the number of committee meetings held during each Fund's last fiscal year, see Exhibit A to this Proxy Statement.
The function of each Fund's Audit Committee is to (i) oversee the Fund's accounting and financial reporting processes and the audits of the Fund's financial statements and (ii) assist in the 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, becauseBoard's oversight of certain inefficiencies, the higher relative costsintegrity of the Fund's financial statements, the Fund's compliance with legal and disadvantageous economies of scale attendant with the Portfolio’s asset base, Dreyfusregulatory requirements and the Fund’sindependent registered public accounting firm's qualifications, independence and performance.
Each Fund's Nominating Committee is responsible for selecting and nominating persons as members of the Board have concluded that it would befor election or appointment by the Board and for election by shareholders.  In evaluating potential nominees, including any nominees recommended by shareholders, the Nominating Committee takes into consideration various factors listed in the best interestsNominating Committee Charter.  The Nominating Committee will consider recommendations for nominees from shareholders submitted to the Secretary 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 reducec/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 7th Floor East, New York, New York 10166, which include information regarding 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 operationsnominee as specified in the viewNominating Committee Charter.

The function of management; (ii)each Fund's Compensation Committee is to establish the Portfolio’s limited prospectsappropriate compensation 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 effectiveserving on the date it is approved by shareholdersBoard.

Each Fund's litigation committee seeks to address any potential conflicts of interest between the Portfolio (the “Effective Date”). Within a reasonable period of time after the Effective Date, the Portfolio will convert all of its assets to cashFund 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, includingany potential or existing litigation or other 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 borneproceeding relating to securities held by the Portfolio inFund and held or otherwise deemed to have a beneficial interest held by Dreyfus or its affiliate.

Required Vote
For each Fund, the same manner as such expenses would have been borne absentelection of 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 proposalNominee requires the affirmative vote of a plurality of votes cast at the Meeting for the election of Board members of the Fund.

ADDITIONAL INFORMATION
Selection of Independent Registered Public Accounting Firm
The 1940 Act requires that each Fund's independent registered public accounting firm (the "independent auditors") be selected by a majority of the Portfolio’s shares outstanding and entitledIndependent Board members of the Fund.  One of the purposes of each Fund's Audit Committee is to vote.

THE FUND’S BOARD OF TRUSTEES, INCLUDING THE “NON-INTERESTED” TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”APPROVAL OF THE PLAN

ADDITIONAL INFORMATION

Information Pertainingrecommend to the Fund's Board the selection, retention or termination of the independent auditors for the Fund.  Each Fund's Audit Committee recommended, and each Fund's Board, including a majority of its Independent Board members, approved, the selection of Ernst & Young LLP ("Ernst & Young") as such Fund's independent auditors for the Fund's current fiscal year.  Representatives of Ernst & Young are expected to be present at the Meeting and will have an opportunity to make a statement (if the representatives so desire) and to respond to appropriate questions.

Information regarding the audit and non-audit fees that the Funds were billed by their independent auditors for the Funds' last two fiscal years is set forth in Exhibit A to this Proxy Statement.
Investment Adviser, Distributor 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 Transfer Agent

Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as each Fund's investment adviser.
MBSC Securities Corporation (the "Distributor"), a wholly-owned subsidiary of Dreyfus with principal offices at 200 Park Avenue, New York, New York 10166, serves as each Fund's distributor (i.e., principal underwriter).
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus with principal offices at 200 Park Avenue, New York, New York 10166, serves as each Fund's transfer and dividend disbursing agent.
Proxies, Quorum and Voting at 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.

Meeting

Shares represented by executed and unrevoked voting instruction formsproxies will be voted in accordance with the specificationspecifications made thereon, and if no voting instructions are given, on such voting instruction forms, the shares will be voted “FOR”"FOR" the proposal.  Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to the Fund a written notice of revocation or a subsequently executed proxy, by calling the toll-free telephone number, through the Internet or by attending the Meeting and voting in person.  If a voting instruction formproxy is properly executed and returned accompanied by instructions to withhold authority to vote or represents a broker "non-vote" (that is, marked with an abstention (collectively, “abstentions”a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote Fund shares and the broker or nominee does not have a discretionary power to vote on the proposal) (together, "abstentions"), the PortfolioFund shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business.  Abstentions will not constitute a vote in favor of the proposal. For this reason, abstentions will have the effect of"FOR" a “no” vote for the purpose of obtaining the requisite vote to approve the proposal.

Nominee.

A quorum is constituted for the Fund by the presence in person or by proxy of the holders of at least thirty percent30%, in the case of CSF, DCM, DGCMF, ICAF, IPMMF, IRF, DIP, DMCMP, DNYMCM, DOF, PSIMBF, SIGF, DTECMF, DTACM and DTPCM, or 33-1/3%, DIGF, DLA, WDMMF, DSRGF, DF and DTCF, of the Portfolio’sFund's outstanding shares entitled to vote at the Meeting.  Because the Participating Insurance Companies hold of record all of the Portfolio’s shares, itIf a quorum is anticipated that all such shares will benot present at the Meeting.

          InMeeting for a Fund, the event sufficient votes to approve the proposal are not received, the Participating Insurance Companiespersons named as proxies may propose one or more adjournments of the Meeting with respect to that Fund to permit further solicitation of voting instructions.proxies.  Any adjournment will require the affirmative vote by the holders of a majority of the Portfolio’sthose shares eligible to vote that are represented at the Meeting in person or by proxy. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Policyowners with

With respect to the reasons for the solicitation. Generally, votes cast “for” the proposal will be voted in favor of such adjournment, and votes cast “against” the proposal will be voted against any adjournment (abstentions will be voted for or against adjournment in proportion to the shares voted “for” or “against” the proposal).

Portfolio Share Ownership

          As of February 8, 2007, none of the Fund’s Trustees and officers owned Portfolio shares.

          As of February 8, 2007, the following Participating Insurance Companies were known by the Fund to own 5% or more of the Portfolio’s outstanding voting securities. Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a fund’s total outstanding shares may be deemed a “control person” (as defined in the 1940 Act) of the fund.

Name and Address
              of Participating Insurance Company              
Percent of
Portfolio
Shares Outstanding
TransAmerica Occidental
    Life Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
76.40%
(Initial shares)
79.84%
(Service shares)
First TransAmerica Life
    Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
23.60%
(Initial shares)
TransAmerica Financial
    Life Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
11.90%
(Service shares)
TransAmerica Life Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
6.24%
(Service shares)

          The proportionate voting policy described in this proxy statement may result in certain Policyowners’ instructions affecting the vote of 5% or more of the Portfolio’s total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.

*  *  *  *  *  

Other Matters

          The Fund’s Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the proxies in accordance with their judgment on such matter.

          The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.

IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE.

Dated: February 16, 2007

EXHIBIT A

PLAN OF LIQUIDATION AND DISSOLUTION

          The following Plan of Liquidation and Dissolution (the “Plan”) of the Core Bond Portfolio (the “Portfolio”Dreyfus-sponsored individual retirement accounts ("IRAs"), a series of Dreyfus Investment Portfolios (the “Fund”), a trust organized and existing under the laws ofIndividual Retirement Custodial Account Agreement governing the Commonwealth of Massachusetts, registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), is intended to accomplish the complete liquidation and dissolution of the Portfolio in conformity with the provisions of the Fund’s Amended and Restated Agreement and Declaration of Trust, dated February 27, 1998 (the “Declaration of Trust”), and applicable Massachusetts law.

          WHEREAS, the Fund’s Board of Trustees (the “Board”), including a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act), has deemed that it is advisable and in the best interests of the Portfolio and its shareholders to liquidate and to dissolve the Portfolio, and the Board, on February 16, 2007, considered the matter and determined to recommend the termination of the Portfolio pursuant to this Plan;

          NOW, THEREFORE, the liquidation and dissolution of the Portfolio shall be carried out in the manner hereinafter set forth:

          1.      Effective Date of Plan. The Plan shall be and become effective only upon the adoption and approval of the Plan at a meeting of shareholders of the Portfolio called for the purpose of voting upon the Plan. Approval of the Plan is to be determined by the affirmative vote of a majority of the Portfolio’s shares outstanding and entitled to vote on the Plan. The date of such adoption and approval of the Plan by shareholders is hereinafter called the “Effective Date.”

          2.      Dissolution. Consistent with the provisions of this Plan, the Portfolio shall be liquidated and dissolved pursuant to applicable provisions of Massachusetts law and the Declaration of Trust within a reasonable period of time after the Effective Date.

           3.     Cessation of Business. After the Effective Date, the Portfolio shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of this Plan after the payment (or reservation of assets for payment) to all creditors of the Portfolio; provided that the Portfolio shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares.

           4.     Liquidation of Assets. The Portfolio shall cause the liquidation of its assets to cash, consistent with the terms of the Plan.

           5.     Payment of Debts. As soon as practicable after the Effective Date, the Portfolio shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below.

           6.     Liquidating Distribution. Within 60 days of the Effective Date, the Portfolio will provide the following to each shareholder of record who has not redeemed its shares: (i) a liquidating distribution equal to the shareholder’s proportionate interest in the remaining assets of the Portfolio (after the payments and creation of the reserves contemplated by Section 5 above); and (ii) information concerning the sources of the liquidating distribution.

           7.     Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Portfolio and The Dreyfus Corporation, the Portfolio’s investment adviser, all expenses incurred by or allocable to the Portfolio in carrying out the Plan and dissolving the Portfolio, excluding the cost (if any) of liquidating portfolio investments in preparation for and in connection with the liquidation, shall be borne by The Dreyfus Corporation.

           8.     Power of the Board. The Board and, subject to the general direction of the Board, the officers of the Fund, shall have authority to do or authorize any and all acts and things as provided for in the Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of the Plan, including without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement the Plan or which may be required by the provisions of the 1940 Act, the Securities Act of 1933, as amended, and applicable Massachusetts law and the Declaration of Trust.

           9.     Amendment of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisions of the Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the dissolution, complete liquidation and termination of the existence of the Portfolio, and the distribution of assets to shareholders in accordance with the purposes intended to be accomplished by the Plan.

DREYFUS INVESTMENT PORTFOLIOS
CORE BOND PORTFOLIO

[PARTICIPATING INSURANCE COMPANY]

          The undersigned owner of one or more variable annuity contracts or variable life insurance policies (collectively, the “Policies”) offered by the indicated insurance company (the “Participating Insurance Company”) hereby instructs the Participating Insurance Company to vote as indicated herein all of the shares of beneficial interest of the Core Bond Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held in each separate account attributable to the Policies at the close of business on February 12, 2007 at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Wednesday, April 4, 2007, at 12:30 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.

IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSAL. If you fail to return this Voting Instruction Card, the Participating Insurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Portfolio actually received from Policyowners in the separate account.

By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.

Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.

Dated:________________, 2007

__________________________
Signature(s)

__________________________
Signature(s)

Sign, Date and Return this Form
Promptly Using the
Enclosed Envelope


FOLD AND DETACH HERE

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

VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.

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

|_|   FOR|_|   AGAINST|_|   ABSTAIN

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

DREYFUS INVESTMENT PORTFOLIOS
CORE BOND PORTFOLIO

          The undersigned hereby appoints Joseph M. Chioffi and Jeff Prusnofsky, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote as indicated herein, all of the shares of beneficial interest of the Core Bond Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held at the close of business on February 12, 2007, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Wednesday, April 4, 2007, at 12:30 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.

By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.

Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.

Dated:________________, 2007

__________________________
Signature(s)

__________________________
Signature(s)

Sign, Date and Return this Form
Promptly Using the
Enclosed Envelope


FOLD AND DETACH HERE

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

VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.

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

|_|   FOR|_|   AGAINST|_|   ABSTAIN

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

[PARTICIPATING INSURANCE COMPANY LOGO]

____________, 2007

Dear Policyowner:

We would like to take this opportunity to inform you of the proposed liquidation of the Core Bond Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), and to request your voting instructions on this matter. As the owner of a variable annuity contract or variable life insurance policy issued by [Participating Insurance Company] who has invested in the Portfolio, you are entitled to provide us with your voting instructions. The Portfolio commenced operations on May 1, 2000. Recently, the Fund’s Board of Trustees voted to recommend the liquidation of the Portfolio because the Portfolio’s net assets have grown to only $60.9 million and it is unlikely the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio’s asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements) relative to total assets.

In order to liquidate the Portfolio, the Fund must obtain the consent of its shareholders. The Portfolio’s shareholders are insurance companies, including [Participating Insurance Company], whose variable contract/policyowners are invested in the Portfolio. Each insurance company must give its variable contract/policyowners of record as of the close of business on February 12, 2007, the right to instruct the insurance company as to the manner in which shares of the Portfolio attributable to the owner’s variable contract/policy should be voted. If approved by shareholders, the liquidation is expected to occur on or about April 30, 2007.

The proposed liquidation of the Portfolio will not in any way affect your rights or the obligations of [Participating Insurance Company] under your variable contract/policy. Furthermore, [Participating Insurance Company] has been advised by counsel that, if carried out, the proposed liquidation, followed by the transfer of the variable contract/policy value to an alternative subaccount, will not create any federal income tax liability for variable contract/policyowners.

To assist you in giving us your instructions, a Voting Instruction Card is enclosed that reflects the number of shares of the Portfolio for which you are entitled to give us voting instructions. In addition, a Notice of Special Meeting of Shareholders and a Proxy Statement are enclosed which further describe the matters to be voted on at the Special Meeting of Shareholders.

From the date of this letter until 30 days after the date of liquidation, you will be permitted to make one free transfer of the entire variable contract/policy value that you have invested in the Portfolio to other investment funds available under your variable contract/policy. Any limitations on transfers under your variable contract/policy will not be affected by this free transfer. To assist you in giving us your transfer instructions, a Transfer Instruction Card is enclosed. Please note that you also may make your transfer on our website, www.___________.com, or by calling 1-800-___-____.

If the Portfolio is liquidated and you have not transferred your variable contract/policy value out of the Portfolio by the date of the liquidation, your contract/policy value invested in shares of the Portfolio will be transferred automatically to the subaccount that invests in _________.

YOUR VOTING INSTRUCTIONS ARE IMPORTANT. Please read the enclosed proxy materials and complete, date and sign the enclosed Voting Instruction Card. It is also important that you consider using your free transfer right to transfer your variable contract/policy value out of the Portfolio prior to the date of the liquidation.PLEASE ALSO PROVIDE US WITH YOUR TRANSFER INSTRUCTIONS. If you have any questions regarding this matter, please call 1-800-___-____ for assistance. We look forward to assisting you in your insurance and investment needs in 2007 and beyond.

Sincerely,

[Participating Insurance Company]

DREYFUS INVESTMENT PORTFOLIOS
EMERGING LEADERS PORTFOLIO


Notice of Special Meeting of Shareholders


To the owners of variable annuity contracts and variable life insurance policies entitled to give voting instructions:

          A Special Meeting of Shareholders of the Emerging Leaders Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios, will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Wednesday, April 4, 2007, at 1:00 p.m., for the following purposes:

1.To approve a Plan of Liquidation and Dissolution pursuant to which the Portfolio’s assets will be liquidated, known liabilities satisfied and remaining proceeds distributed to shareholders; and

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

          Shares of the Portfolio are offered only to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). Portfolio shares held in separate accounts which are attributable to the Policies will be voted by the respective insurance company in accordance with instructions received from the owners of the Policies (“Policyowners”).

          This Notice of Special Meeting of Shareholders and the accompanying proxy statement and voting instruction form are being delivered to Policyowners of record at the close of business on February 12, 2007 so that they may instruct their insurance company as to the manner in which the Portfolio shares held by their Policies should be voted at the meeting.Your vote is important. Please complete, date and sign the enclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.

By Order of the Board of Trustees

Michael A. Rosenberg
Secretary

New York, New York
February 16, 2007

DREYFUS INVESTMENT PORTFOLIOS
EMERGING LEADERS PORTFOLIO

PROXY STATEMENT

Special Meeting of Shareholders
to be held on Wednesday, April 4, 2007

          This proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees of Dreyfus Investment Portfolios (the “Fund”), on behalf of its series, Emerging Leaders Portfolio (the “Portfolio”), to be used at the Special Meeting of Shareholders (the “Meeting”) of the Portfolio to be held on Wednesday, April 4, 2007 at 1:00 p.m., at the offices of The Dreyfus Corporation (“Dreyfus”), 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders.

          Shares of the Portfolio are offered only to separate accounts established by insurance companies (“Participating Insurance Companies”) to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). The Participating Insurance Company’s separate accounts are the shareholders of the Portfolio. However, pursuant to applicable laws, Portfolio shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies (“Policyowners”). As a Policyowner of record at the close of business on February 12, 2007, you have the right to instruct your Participating Insurance Company as to the manner in which shares of the Portfolio attributable to your Policy should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. To be effective, voting instructions must be received by the Participating Insurance Company before the close of business on April 3, 2007 (the “Effective Time”). Such instructions may be revoked at any time prior to the Effective Time by written notice of revocation or another voting instruction form delivered to the Participating Insurance Company.

          Shareholders are entitled to one vote for each Portfolio share held and a fractional vote for each fractional Portfolio share held. Holders of Initial shares and Service shares will vote together as a group on the proposal. As of February 8, 2007, 867,100.924 Initial shares and 626,604.727 Service shares of the Portfolio’s beneficial interests were issued and outstanding.

          Participating Insurance Companies will vote Portfolio shares attributable to Policies as to which no executed voting instruction forms are received by the Effective Time, as well as Portfolio shares not attributable to Policies (e.g., representing accrued fees payable to the relevant Participating Insurance Company by the separate account) or owned exclusively by the Participating Insurance Company or its affiliates, in the same proportion (for, against or abstain) as the voting instructions timely received from Policyowners. Additional information regarding voting instruction rights is provided in the prospectus and/or statement of additional information for the Policies.

          The approximate mailing date of this proxy statement and the accompanying voting instruction card is February 21, 2007. The Fund’s principal executive offices are located at 200 Park Avenue, New York, New York 10166, and its phone number is 1-800-554-4611.Copies of the Portfolio’s most recent Annual Report is available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, Attention: Institutional Servicing, or by calling toll-free 1-800-554-4611.

PROPOSAL 1: TO APPROVE A PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO WHICH THE PORTFOLIO’S ASSETS WILL BELIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERS

Introduction

          On February 16, 2007, the Fund’s Board of Trustees, including a majority of Trustees who are not “interested persons” of the Fund, as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), approved a Plan of Liquidation and Dissolution (the “Plan”) in the form attached to this proxy statement. The Plan provides for the liquidation of the Portfolio’s assets and the distribution to shareholders of the cash proceeds of the liquidation after paying or providing for the payment of all debts and liabilities of the Portfolio. The Fund’s Board has directed that the Plan be submitted to Portfolio shareholders for approval.

          The Portfolio commenced operations on December 15, 1999, and, as of January 12, 2007, had total assets of approximately $32.6 million. The Portfolio has not achieved the asset growth expected by Dreyfus, the Portfolio’s investment adviser, at the time the Portfolio commenced operations and Dreyfus believes it is unlikely that the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio’s asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements by Dreyfus) relative to total assets. In addition, because of certain inefficiencies, the higher relative costs and disadvantageous economies of scale attendant with the Portfolio’s asset base, Dreyfus and the Fund’s Board have concluded that it would be in the best interests of the Portfolio and its shareholders and Policyowners to liquidate the Portfolio.

Board Consideration

          In reaching its decision to approve the Plan and to submit it to shareholders for their approval, the Fund’s Board considered the circumstances facing the Portfolio. The Board considered information provided by Dreyfus after management of Dreyfus reviewed the funds in the Dreyfus Family of Funds and concluded that it would be appropriate to reduce the number of smaller and less efficient funds and recommended to the Board that the Portfolio be liquidated. The Board considered, among other factors, the following: (i) the Portfolio’s failure to attain relative asset growth needed to achieve efficient investment operations in the view of management; (ii) the Portfolio’s limited prospects for future growth; (iii) the understanding that Participating Insurance Companies will permit their Policyowners to make their own decisions regarding reinvestment of their Policy values allocated to the Portfolio through the transfer instruction process; and (iv) the fact that the consummation of the liquidation as proposed willnot create any federal income tax liability for Policyowners.

          Furthermore, the Fund’s Board concluded that the Plan was more appropriate than a merger of the Portfolio into a designated fund since Policyowners will be able to provide individualized instructions as to the transfer of the Portfolio’s liquidated assets into another investment option available from their Participating Insurance Company, without adverse tax consequences to them.

          After careful consideration of these and other relevant factors, the Fund’s Board concluded that approval of the Plan was in the best interests of shareholders and Policyowners and directed that the Plan be submitted to shareholders of the Portfolio for approval. The Fund is not required to seek federal or state regulatory approval of the Plan or the liquidation of the Portfolio.

Description of the Plan and the Liquidation

          The Plan will become effective on the date it is approved by shareholders of the Portfolio (the “Effective Date”). Within a reasonable period of time after the Effective Date, the Portfolio will convert all of its assets to cash and will not engage in any business activity except for the purpose of winding up its business and affairs and preserving the value of its assets. On or about April 30, 2007, but not later than sixty days after the Effective Date, the Portfolio will distribute its assets to shareholders, after the payment (or reservation of assets for payment) to all creditors of the Portfolio, in redemption and cancellation of the outstanding shares of the Portfolio. Before making the final liquidating distribution, however, the Portfolio will continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Fund’s Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares.

          The date on which the Portfolio makes the liquidating distribution of its assets to shareholders and redeems and cancels its outstanding shares will be known as the “Liquidation Date.” The proportionate interest of each shareholder in the assets of the Portfolio will be fixed on the basis of the shareholder’s respective holdings as of the close of business on the Liquidation Date. On such date, the books of the Portfolio will be closed and the Portfolio will cease operations and will not engage in any business activities except for purposes of winding up its business and affairs.

          The Fund’s Board has been advised by each Participating Insurance Company that, in order to avoid the potential of current taxation of a distribution, prior to or immediately following the distribution of liquidation proceeds to shareholders, the Participating Insurance Company will reinvest the redemption or cash proceeds distributed to its separate account by transferring the proceeds from the subaccount that held Portfolio shares to other subaccounts pursuant to transfer instructions timely received from Policyowners. For Policies as to which the Policyowners have not provided timely transfer instructions, the Participating Insurance Company will transfer the value of their Policies to a money market fund designated by the Participating Insurance Company. Transfer instructions and information as to the investment options will be provided by your Participating Insurance Company.

          Dreyfus will bear all expenses incurred in connection with carrying out the Plan, including legal and auditing expenses and printing, mailing, solicitation and miscellaneous expenses arising from the liquidation, but excluding the cost of liquidating portfolio investments (e.g., brokerage commissions and other transaction expenses) in preparation for and in connection with the Portfolio’s liquidation. Normal operating expenses of the Portfolio will be borne by the Portfolio in the same manner as such expenses would have been borne absent a liquidation.

          The Plan also provides that the Fund’s Board shall have the authority to authorize such variations from, or amendments to, the provisions of the Plan as may be necessary or appropriate to effect the complete liquidation and dissolution of the Portfolio, as well as the other purposes generally to be accomplished by the Plan.

          If shareholders of the Portfolio fail to approve the Plan, the Portfolio will not be liquidated and will continue to operate and be managed in accordance with its investment objective and policies as currently in effect. However, in such case, the Fund’s Board would determine what alternative action, if any, should be taken.

Vote Required and Board of Trustees’ Recommendation

          Approval of this proposalIRAs requires the affirmative vote of a majority of the Portfolio’s shares outstanding and entitled to vote.

THE FUND’S BOARD OF TRUSTEES, INCLUDING THE “NON-INTERESTED” TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”APPROVAL OF THE 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("BNYM"), as the approval of BNY’s and Mellon Financial’s shareholders, as well as other customary conditions to closing. Subject to such approvals and the satisfactioncustodian of the other conditions, Mellon Financial and BNY expect the transactionIRAs, to be completedvote Fund shares held in the third quarter of 2007.

          Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the Portfolio’s distributor.

Voting Information

          Voting instructions are being solicited by the Participating Insurance Companies by mail. In addition to the use of the mails, voting instructions may be solicited personally or by telephone by representatives of the Participating Insurance Companies. Participating Insurance Companies may be paid for their expenses in sending soliciting materials to their Policyowners. An outside firm may be retained to assist in the solicitation of voting instructions, primarily by contacting Policyowners by telephone.

          Shares represented by executed and unrevoked voting instruction forms will be votedsuch IRAs in accordance with the specification made thereon, andIRA shareholder's instructions.  However, if no voting instructions are given on such voting instruction forms, the shares will be voted “FOR” the proposal. If a voting instruction form is properly executed and returned accompanied by instructions to withhold authority toreceived, BNYM may vote or is marked with an abstention (collectively, “abstentions”), the Portfolio shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote in favor of the proposal. For this reason, abstentions will have the effect of a “no” vote for the purpose of obtaining the requisite vote to approve the proposal.

          A quorum is constituted by the presence in person or by proxy of the holders of at least thirty percent of the Portfolio’s outstanding shares entitled to vote at the Meeting. Because the Participating Insurance Companies hold of record all of the Portfolio’s shares, it is anticipated that all such shares will be present at the Meeting.

          In the event sufficient votes to approve the proposal are not received, the Participating Insurance Companies may propose one or more adjournments of the Meeting to permit further solicitation of voting instructions. Any adjournment will require the affirmative vote by the holders of a majority of the Portfolio’s shares eligible to vote that are represented at the Meeting in person or by proxy. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Policyowners with respect to the reasons for the solicitation. Generally, votes cast “for” the proposal will be voted in favor of such adjournment, and votes cast “against” the proposal will be voted against any adjournment (abstentions will be voted for or against adjournment in proportion to the shares voted “for” or “against” the proposal).

Portfolio Share Ownership

          As of February 8, 2007, none of the Fund’s Trustees and officers owned Portfolio shares.

          As of February 8, 2007, the following Participating Insurance Companies were known by the Fund to own 5% or more of the Portfolio’s outstanding voting securities. Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a fund’s total outstanding shares may be deemed a “control person” (as defined in the 1940 Act) of the fund.

Name and Address
              of Participating Insurance Company              
Percent of
Portfolio
Shares Outstanding
TransAmerica Occidental
    Life Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
60.45%
(Initial shares)
74.30%
(Service shares)
First TransAmerica Life
    Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
22.10%
(Initial shares)
Libert Life Assurance
    Company of Boston
100 Liberty Way
Dover, NH 03820
5.80%
(Initial shares)
TransAmerica Financial
    Life Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
15.87%
(Service shares)
Nationwide Insurance Company
NWVA9
P.O. Box 182029
Columbus, OH 43218
9.73%
(Service shares)

          The proportionate voting policy described in this proxy statement may result in certain Policyowners’ instructions affecting the vote of 5% or more of the Portfolio’s total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.

*  *  *  *  *

Other Matters

          The Fund’s Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the proxies in accordance with their judgment on such matter.

          The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.

IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE.

Dated: February 16, 2007

EXHIBIT A

PLAN OF LIQUIDATION AND DISSOLUTION

          The following Plan of Liquidation and Dissolution (the “Plan”) of the Emerging Leaders Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), a trust organized and existing under the laws of the Commonwealth of Massachusetts, registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), is intended to accomplish the complete liquidation and dissolution of the Portfolio in conformity with the provisions of the Fund’s Amended and Restated Agreement and Declaration of Trust, dated February 27, 1998 (the “Declaration of Trust”), and applicable Massachusetts law.

          WHEREAS, the Fund’s Board of Trustees (the “Board”), including a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act), has deemed that it is advisable and in the best interests of the Portfolio and its shareholders to liquidate and to dissolve the Portfolio, and the Board, on February 16, 2007, considered the matter and determined to recommend the termination of the Portfolio pursuant to this Plan;

          NOW, THEREFORE, the liquidation and dissolution of the Portfolio shall be carried out in the manner hereinafter set forth:

          1.      Effective Date of Plan. The Plan shall be and become effective only upon the adoption and approval of the Plan at a meeting of shareholders of the Portfolio called for the purpose of voting upon the Plan. Approval of the Plan is to be determined by the affirmative vote of a majority of the Portfolio’s shares outstanding and entitled to vote on the Plan. The date of such adoption and approval of the Plan by shareholders is hereinafter called the “Effective Date.”

           2.     Dissolution. Consistent with the provisions of this Plan, the Portfolio shall be liquidated and dissolved pursuant to applicable provisions of Massachusetts law and the Declaration of Trust within a reasonable period of time after the Effective Date.

           3.     Cessation of Business. After the Effective Date, the Portfolio shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of this Plan after the payment (or reservation of assets for payment) to all creditors of the Portfolio; provided that the Portfolio shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares.

           4.     Liquidation of Assets. The Portfolio shall cause the liquidation of its assets to cash, consistent with the terms of the Plan.

           5.     Payment of Debts. As soon as practicable after the Effective Date, the Portfolio shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below.

           6.     Liquidating Distribution. Within 60 days of the Effective Date, the Portfolio will provide the following to each shareholder of record who has not redeemed its shares: (i) a liquidating distribution equal to the shareholder’s proportionate interest in the remaining assets of the Portfolio (after the payments and creation of the reserves contemplated by Section 5 above); and (ii) information concerning the sources of the liquidating distribution.

           7.     Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Portfolio and The Dreyfus 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
EMERGING LEADERS PORTFOLIO

[PARTICIPATING INSURANCE COMPANY]

          The undersigned owner of one or more variable annuity contracts or variable life insurance policies (collectively, the “Policies”) offered by the indicated insurance company (the “Participating Insurance Company”) hereby instructs the Participating Insurance Company to vote as indicated herein all of the shares of beneficial interest of the Emerging Leaders Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held in each separate account attributable to the Policies at the close of business on February 12, 2007 at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Wednesday, April 4, 2007, at 1:00 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.

IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSAL. If you fail to return this Voting Instruction Card, the Participating Insurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Portfolio actually received from Policyowners in the separate account.

By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.

Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.

Dated:________________, 2007

__________________________
Signature(s)

__________________________
Signature(s)

Sign, Date and Return this Form
Promptly Using the
Enclosed Envelope


FOLD AND DETACH HERE

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

VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.

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

|_|   FOR|_|   AGAINST|_|   ABSTAIN

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

DREYFUS INVESTMENT PORTFOLIOS
EMERGING LEADERS PORTFOLIO

          The undersigned hereby appoints Joseph M. Chioffi and Jeff Prusnofsky, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote as indicated herein, all of the shares of beneficial interest of the Emerging Leaders Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held at the close of business on February 12, 2007, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Wednesday, April 4, 2007, at 1:00 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.

By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.

Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.

Dated:________________, 2007

__________________________
Signature(s)

__________________________
Signature(s)

Sign, Date and Return this Form
Promptly Using the
Enclosed Envelope


FOLD AND DETACH HERE

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

VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND’S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.

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

|_|   FOR|_|   AGAINST|_|   ABSTAIN

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

[PARTICIPATING INSURANCE COMPANY LOGO]

____________, 2007

Dear Policyowner:

We would like to take this opportunity to inform you of the proposed liquidation of the Emerging Leaders Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), and to request your voting instructions on this matter. As the owner of a variable annuity contract or variable life insurance policy issued by [Participating Insurance Company] who has invested in the Portfolio, you are entitled to provide us with your voting instructions. The Portfolio commenced operations on December 15, 1999. Recently, the Fund’s Board of Trustees voted to recommend the liquidation of the Portfolio because the Portfolio’s net assets have grown to only $32.6 million and it is unlikely the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio’s asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements) relative to total assets.

In order to liquidate the Portfolio, the Fund must obtain the consent of its shareholders. The Portfolio’s shareholders are insurance companies, including [Participating Insurance Company], whose variable contract/policyowners are invested in the Portfolio. Each insurance company must give its variable contract/policyowners of record as of the close of business on February 12, 2007, the right to instruct the insurance company as to the manner in which shares of the Portfolio attributable to the owner’s variable contract/policy should be voted. If approved by shareholders, the liquidation is expected to occur on or about April 30, 2007.

The proposed liquidation of the Portfolio will not in any way affect your rights or the obligations of [Participating Insurance Company] under your variable contract/policy. Furthermore, [Participating Insurance Company] has been advised by counsel that, if carried out, the proposed liquidation, followed by the transfer of the variable contract/policy value to an alternative subaccount, will not create any federal income tax liability for variable contract/policyowners.

To assist you in giving us your instructions, a Voting Instruction Card is enclosed that reflects the number of shares of the Portfolio for which you are entitled to give us voting instructions. In addition, a Notice of Special Meeting of Shareholders and a Proxy Statement are enclosed which further describe the matters to be voted on at the Special Meeting of Shareholders.

From the date of this letter until 30 days after the date of liquidation, you will be permitted to make one free transfer of the entire variable contract/policy value that you have invested in the Portfolio to other investment funds available under your variable contract/policy. Any limitations on transfers under your variable contract/policy will not be affected by this free transfer. To assist you in giving us your transfer instructions, a Transfer Instruction Card is enclosed. Please note that you also may make your transfer on our website, www.___________.com, or by calling 1-800-___-____.

If the Portfolio is liquidated and you have not transferred your variable contract/policy value out of the Portfolio by the date of the liquidation, your contract/policy value invested in shares of the Portfolio will be transferred automatically to the subaccount that invests in _________.

YOUR VOTING INSTRUCTIONS ARE IMPORTANT. Please read the enclosed proxy materials and complete, date and sign the enclosed Voting Instruction Card. It is also important that you consider using your free transfer right to transfer your variable contract/policy value out of the Portfolio prior to the date of the liquidation.PLEASE ALSO PROVIDE US WITH YOUR TRANSFER INSTRUCTIONS. If you have any questions regarding this matter, please call 1-800-___-____ for assistance. We look forward to assisting you in your insurance and investment needs in 2007 and beyond.

Sincerely,

[Participating Insurance Company]

DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS DISCOVERY PORTFOLIO


Notice of Special Meeting of Shareholders


To the owners of variable annuity contracts and variable life insurance policies entitled to give voting instructions:

          A Special Meeting of Shareholders of the Founders Discovery Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios, will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Wednesday, April 4, 2007, at 1:30 p.m., for the following purposes:

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

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

          Shares of the Portfolio are offered only to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). Portfolio shares held in separate accounts which are attributable to the Policies will be voted by the respective insurance company in accordance with instructions received from the owners of the Policies (“Policyowners”).

          This Notice of Special Meeting of Shareholders and the accompanying proxy statement and voting instruction form are being delivered to Policyowners of record at the close of business on February 12, 2007 so that they may instruct their insurance company as to the manner in which the Portfolio shares held by their Policies should be voted at the meeting.Your vote is important. Please complete, date and sign the enclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.

By Order of the Board of Trustees

Michael A. Rosenberg
Secretary

New York, New York
February 16, 2007

DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS DISCOVERY PORTFOLIO

PROXY STATEMENT

Special Meeting of Shareholders
to be held on Wednesday, April 4, 2007

          This proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees of Dreyfus Investment Portfolios (the “Fund”), on behalf of its series, Founders Discovery Portfolio (the “Portfolio”), to be used at the Special Meeting of Shareholders (the “Meeting”) of the Portfolio to be held on Wednesday, April 4, 2007 at 1:30 p.m., at the offices of The Dreyfus Corporation (“Dreyfus”), 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders.

          Shares of the Portfolio are offered only to separate accounts established by insurance companies (“Participating Insurance Companies”) to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”). The Participating Insurance Company’s separate accounts are the shareholders of the Portfolio. However, pursuant to applicable laws, Portfolio shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies (“Policyowners”). As a Policyowner of record at the close of business on February 12, 2007, you have the right to instruct your Participating Insurance Company as to the manner in which shares of the Portfolio attributable to your Policy should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. To be effective, voting instructions must be received by the Participating Insurance Company before the close of business on April 3, 2007 (the “Effective Time”). Such instructions may be revoked at any time prior to the Effective Time by written notice of revocation or another voting instruction form delivered to the Participating Insurance Company.

          Shareholders are entitled to one vote for each Portfolio share held and a fractional vote for each fractional Portfolio share held. Holders of Initial shares and Service shares will vote together as a group on the proposal. As of February 8, 2007, 2,344,454.082 Initial shares and 191,663,466 Service shares of the Portfolio’s beneficial interests were issued and outstanding.

          Participating Insurance Companies will vote Portfolio shares attributable to Policies as to which no executed voting instruction forms are received by the Effective Time, as well as Portfolio shares not attributable to Policies (e.g., representing accrued fees payable to the relevant Participating Insurance Company by the separate account) or owned exclusively by the Participating Insurance Company or its affiliates,IRA in the same proportion (for, against or abstain) as the Fund shares for which voting instructions are received from other Dreyfus IRA shareholders.  Therefore, if an IRA shareholder does not provide voting instructions prior to the Meeting, BNYM will vote the IRA shares in the same proportion as it votes the shares for which properly conveyed instructions are timely received from Policyowners. Additional information regarding voting instruction rights is provided in the prospectus and/or statement of additional information for the Policies.

          The approximate mailing date of this proxy statement and the accompanying voting instruction card is February 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 byother Dreyfus the Portfolio’s investment adviser, at the time the Portfolio commenced operations and Dreyfus believes it is unlikely that the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio’s asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements by Dreyfus) relative to total assets. In addition, because of certain inefficiencies, the higher relative costs and disadvantageous economies of scale attendant with the Portfolio’s asset base, Dreyfus and the Fund’s Board have concluded that it would be in the best interests of the Portfolio and its shareholders and Policyowners to liquidate the Portfolio.

Board Consideration

          In reaching its decision to approve the Plan and to submit it to shareholders for their approval, the Fund’s Board considered the circumstances facing the Portfolio. The Board considered information provided by Dreyfus after management of Dreyfus reviewed the funds in the Dreyfus Family of Funds and concluded that it would be appropriate to reduce the number of smaller and less efficient funds and recommended to the Board that the Portfolio be liquidated. The Board considered, among other factors, the following: (i) the Portfolio’s failure to attain relative asset growth needed to achieve efficient investment operations in the view of management; (ii) the Portfolio’s limited prospects for future growth; (iii) the understanding that Participating Insurance Companies will permit their Policyowners to make their own decisions regarding reinvestment of their Policy values allocated to the Portfolio through the transfer instruction process; and (iv) the fact that the consummation of the liquidation as proposed willnot create any federal income tax liability for Policyowners.

          Furthermore, the Fund’s Board concluded that the Plan was more appropriate than a merger of the Portfolio into a designated fund since Policyowners will be able to provide individualized instructions as to the transfer of the Portfolio’s liquidated assets into another investment option available from their Participating Insurance Company, without adverse tax consequences to them.

          After careful consideration of these and other relevant factors, the Fund’s Board concluded that approval of the Plan was in the best interests of shareholders and Policyowners and directed that the Plan be submitted to shareholders of the Portfolio for approval. The Fund is not required to seek federal or state regulatory approval of the Plan or the liquidation of the Portfolio.

Description of the Plan and the Liquidation

          The Plan will become effective on the date it is approved by shareholders of the Portfolio (the “Effective Date”). Within a reasonable period of time after the Effective Date, the Portfolio will convert all of its assets to cash and will not engage in any business activity except for the purpose of winding up its business and affairs and preserving the value of its assets. On or about April 30, 2007, but not later than sixty days after the Effective Date, the Portfolio will distribute its assets to shareholders, after the payment (or reservation of assets for payment) to all creditors of the Portfolio, in redemption and cancellation of the outstanding shares of the Portfolio. Before making the final liquidating distribution, however, the Portfolio will continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Fund’s Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares.

          The date on which the Portfolio makes the liquidating distribution of its assets to shareholders and redeems and cancels its outstanding shares will be known as the “Liquidation Date.” The proportionate interest of each shareholder in the assets of the Portfolio will be fixed on the basis of the shareholder’s respective holdings as of the close of business on the Liquidation Date. On such date, the books of the Portfolio will be closed and the Portfolio will cease operations and will not engage in any business activities except for purposes of winding up its business and affairs.

          The Fund’s Board has been advised by each Participating Insurance Company that, in order to avoid the potential of current taxation of a distribution, prior to or immediately following the distribution of liquidation proceeds to shareholders, the Participating Insurance Company will reinvest the redemption or cash proceeds distributed to its separate account by transferring the proceeds from the subaccount that held Portfolio shares to other subaccounts pursuant to transfer instructions timely received from Policyowners. For Policies as to which the Policyowners have not provided timely transfer instructions, the Participating Insurance Company will transfer the value of their Policies to a money market fund designated by the Participating Insurance Company. Transfer instructions and information as to the investment options will be provided by your Participating Insurance Company.

          Dreyfus will bear all expenses incurred in connection with carrying out the Plan, including legal and auditing expenses and printing, mailing, solicitation and miscellaneous expenses arising from the liquidation, but excluding the cost of liquidating portfolio investments (e.g., brokerage commissions and other transaction expenses) in preparation for and in connection with the Portfolio’s liquidation. Normal operating expenses of the Portfolio will be borne by the Portfolio in the same manner as such expenses would have been borne absent a liquidation.

          The Plan also provides that the Fund’s Board shall have the authority to authorize such variations from, or amendments to, the provisions of the Plan as may be necessary or appropriate to effect the complete liquidation and dissolution of the Portfolio, as well as the other purposes generally to be accomplished by the Plan.

          If shareholders of the Portfolio fail to approve the Plan, the Portfolio will not be liquidated and will continue to operate and be managed in accordance with its investment objective and policies as currently in effect. However, in such case, the Fund’s Board would determine what alternative action, if any, should be taken.

Vote Required and Board of Trustees’ Recommendation

          Approval of this proposal requires the affirmative vote of a majority of the Portfolio’s shares outstanding and entitled to vote.

THE FUND’S BOARD OF TRUSTEES, INCLUDING THE “NON-INTERESTED” TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”APPROVAL
OF THE PLAN

ADDITIONAL INFORMATION

Information Pertaining to the Investment Adviser and Distributor

          Dreyfus, the Portfolio’s investment adviser, is located at 200 Park Avenue, New York, New York 10166, and is a wholly-owned subsidiary of Mellon Financial Corporation (“Mellon Financial”). Founded in 1947, Dreyfus manages more than $191 billion in approximately 200 mutual fund portfolios.

          On December 4, 2006, Mellon Financial and The Bank of New York Company, Inc. (“BNY”) announced that they had entered into a definitive agreement to merge. The new company will be called The Bank of New York Mellon Corporation. As part of this transaction, Dreyfus would become a wholly-owned subsidiary of The Bank of New York Mellon Corporation. The transaction is subject to certain regulatory approvals and the approval of BNY’s and Mellon Financial’s shareholders, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Mellon Financial and BNY expect the transaction to be completed in the third quarter of 2007.

          Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the Portfolio’s distributor.

Voting Information

          Voting instructions are being solicited by the Participating Insurance Companies by mail. In addition to the use of the mails, voting instructions may be solicited personally or by telephone by representatives of the Participating Insurance Companies. Participating Insurance Companies may be paid for their expenses in sending soliciting materials to their Policyowners. An outside firm may be retained to assist in the solicitation of voting instructions, primarily by contacting Policyowners by telephone.

          Shares represented by executed and unrevoked voting instruction forms will be voted in accordance with the specification made thereon, and if no voting instructions are given on such voting instruction forms, the shares will be voted “FOR” the proposal. If a voting instruction form is properly executed and returned accompanied by instructions to withhold authority to vote, or is marked with an abstention (collectively, “abstentions”), the Portfolio shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote in favor of the proposal. For this reason, abstentions will have the effect of a “no” vote for the purpose of obtaining the requisite vote to approve the proposal.

          A quorum is constituted by the presence in person or by proxy of the holders of at least thirty percent of the Portfolio’s outstanding shares entitled to vote at the Meeting. Because the Participating Insurance Companies hold of record all of the Portfolio’s shares, it is anticipated that all such shares will be present at the Meeting.

          In the event sufficient votes to approve the proposal are not received, the Participating Insurance Companies may propose one or more adjournments of the Meeting to permit further solicitation of voting instructions. Any adjournment will require the affirmative vote by the holders of a majority of the Portfolio’s shares eligible to vote that are represented at the Meeting in person or by proxy. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Policyowners with respect to the reasons for the solicitation. Generally, votes cast “for” the proposal will be voted in favor of such adjournment, and votes cast “against” the proposal will be voted against any adjournment (abstentions will be voted for or against adjournment in proportion to the shares voted “for” or “against” the proposal).

Portfolio Share Ownership

          As of February 8, 2007, none of the Fund’s Trustees and officers owned Portfolio shares.

          As of February 8, 2007, the following Participating Insurance Companies were known by the Fund to own 5% or more of the Portfolio’s outstanding voting securities. Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a fund’s total outstanding shares may be deemed a “control person” (as defined in the 1940 Act) of the fund.

Name and Address
              of Participating Insurance Company              
Percent of
Portfolio
Shares Outstanding
Princor Financial Services
711 High Street
Des Moines, IA 50392
76.61%
(Initial shares)
TransAmerica Occidental Life
    Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
19.19%
(Initial shares)
93.76%
(Service shares)
First TransAmerica Life
    Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
6.24%
(Service shares)

          The proportionate voting policy described in this proxy statement may result in certain Policyowners’ instructions affecting the vote of 5% or more of the Portfolio’s total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.

*  *  *  *  *  

Other Matters

          The Fund’s Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the proxies in accordance with their judgment on such matter.

          The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.

IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE.

Dated: February 16, 2007

EXHIBIT A

PLAN OF LIQUIDATION AND DISSOLUTION

          The following Plan of Liquidation and Dissolution (the “Plan”) of the Founders Discovery Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), a trust organized and existing under the laws of the Commonwealth of Massachusetts, registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), is intended to accomplish the complete liquidation and dissolution of the Portfolio in conformity with the provisions of the Fund’s Amended and Restated Agreement and Declaration of Trust, dated February 27, 1998 (the “Declaration of Trust”), and applicable Massachusetts law.

          WHEREAS, the Fund’s Board of Trustees (the “Board”), including a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act), has deemed that it is advisable and in the best interests of the Portfolio and its shareholders to liquidate and to dissolve the Portfolio, and the Board, on February 16, 2007, considered the matter and determined to recommend the termination of the Portfolio pursuant to this Plan;

          NOW, THEREFORE, the liquidation and dissolution of the Portfolio shall be carried out in the manner hereinafter set forth:

          1.     Effective Date of Plan. The Plan shall be and become effective only upon the adoption and approval of the Plan at a meeting of shareholders of the Portfolio called for the purpose of voting upon the Plan. Approval of the Plan is to be determined by the affirmative vote of a majority of the Portfolio’s shares outstanding and entitled to vote on the Plan. The date of such adoption and approval of the Plan by shareholders is hereinafter called the “Effective Date.”

           2.     Dissolution. Consistent with the provisions of this Plan, the Portfolio shall be liquidated and dissolved pursuant to applicable provisions of Massachusetts law and the Declaration of Trust within a reasonable period of time after the Effective Date.

           3.     Cessation of Business. After the Effective Date, the Portfolio shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of this Plan after the payment (or reservation of assets for payment) to all creditors of the Portfolio; provided that the Portfolio shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares.

           4.     Liquidation of Assets. The Portfolio shall cause the liquidation of its assets to cash, consistent with the terms of the Plan.

           5.     Payment of Debts. As soon as practicable after the Effective Date, the Portfolio shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below.

           6.     Liquidating Distribution. Within 60 days of the Effective Date, the Portfolio will provide the following to each shareholder of record who has not redeemed its shares: (i) a liquidating distribution equal to the shareholder’s proportionate interest in the remaining assets of the Portfolio (after the payments and creation of the reserves contemplated by Section 5 above); and (ii) information concerning the sources of the liquidating distribution.

           7.     Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Portfolio and The Dreyfus Corporation, the Portfolio’s investment adviser, all expenses incurred by or allocable to the Portfolio in carrying out the Plan and dissolving the Portfolio, excluding the cost (if any) of liquidating portfolio investments in preparation for and in connection with the liquidation, shall be borne by The Dreyfus Corporation.

           8.     Power of the Board. The Board and, subject to the general direction of the Board, the officers of the Fund, shall have authority to do or authorize any and all acts and things as provided for in the Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of the Plan, including without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement the Plan or which may be required by the provisions of the 1940 Act, the Securities Act of 1933, as amended, and applicable Massachusetts law and the Declaration of Trust.

           9.     Amendment of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisions of the Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the dissolution, complete liquidation and termination of the existence of the Portfolio, and the distribution of assets to shareholders in accordance with the purposes intended to be accomplished by the Plan.

DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS DISCOVERY PORTFOLIO

[PARTICIPATING INSURANCE COMPANY]

          The undersigned owner of one or more variable annuity contracts or variable life insurance policies (collectively, the “Policies”) offered by the indicated insurance company (the “Participating Insurance Company”) hereby instructs the Participating Insurance Company to vote as indicated herein all of the shares of beneficial interest of the Founders Discovery Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held in each separate account attributable to the Policies at the close of business on February 12, 2007 at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Wednesday, April 4, 2007, at 1:30 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.

IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSAL. If you fail to return this Voting Instruction Card, the Participating Insurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Portfolio actually received from Policyowners in the separate account.

By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.

Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.

Dated:________________, 2007

__________________________
Signature(s)

__________________________
Signature(s)

Sign, Date and Return this Form
Promptly Using the
Enclosed Envelope


FOLD AND DETACH HERE

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

VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.

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

|_|   FOR|_|   AGAINST|_|   ABSTAIN

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

DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS DISCOVERY PORTFOLIO

          The undersigned hereby appoints Joseph M. Chioffi and Jeff Prusnofsky, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote as indicated herein, all of the shares of beneficial interest of the Founders Discovery Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), held at the close of business on February 12, 2007, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Wednesday, April 4, 2007, at 1:30 p.m. and at any and all adjournments thereof, with all of the powers the undersigned possesses and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.

By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.

Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.

Dated:________________, 2007

__________________________
Signature(s)

__________________________
Signature(s)

Sign, Date and Return this Form
Promptly Using the
Enclosed Envelope


FOLD AND DETACH HERE

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

VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.

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

|_|   FOR|_|   AGAINST|_|   ABSTAIN

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

[PARTICIPATING INSURANCE COMPANY LOGO]

____________, 2007

Dear Policyowner:

We would like to take this opportunity to inform you of the proposed liquidation of the Founders Discovery Portfolio (the “Portfolio”), a series of Dreyfus Investment Portfolios (the “Fund”), and to request your voting instructions on this matter. As the owner of a variable annuity contract or variable life insurance policy issued by [Participating Insurance Company] who has invested in the Portfolio, you are entitled to provide us with your voting instructions. The Portfolio commenced operations on December 15, 1999. Recently, the Fund’s Board of Trustees voted to recommend the liquidation of the Portfolio because the Portfolio’s net assets have grown to only $26.8 million and it is unlikely the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio’s asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements) relative to total assets.

In order to liquidate the Portfolio, the Fund must obtain the consent of itsIRA shareholders. The Portfolio’s shareholders are insurance companies, including [Participating Insurance Company], whose variable contract/policyowners are invested in the Portfolio. Each insurance company must give its variable contract/policyowners of record as of the close of business on February 12, 2007, the right to instruct the insurance company as to the manner in which shares of the Portfolio attributable to the owner’s variable contract/policy should be voted. If approved by shareholders, the liquidation is expected to occur on or about April 30, 2007.

The proposed liquidation of the Portfolio will not in any way affect your rights or the obligations of [Participating Insurance Company] under your variable contract/policy. Furthermore, [Participating Insurance Company] has been advised by counsel that, if carried out, the proposed liquidation, followed by the transfer of the variable contract/policy value to an alternative subaccount, will not create any federal income tax liability for variable contract/policyowners.

To assist you in giving us your instructions, a Voting Instruction Card is enclosed that reflects the number of shares of the Portfolio for which you are entitled to give us voting instructions. In addition, a Notice of Special Meeting of Shareholders and a Proxy Statement are enclosed which further describe the matters to be voted on at the Special Meeting of Shareholders.

From the date of this letter until 30 days after the date of liquidation, you will be permitted to make one free transfer of the entire variable contract/policy value that you have invested in the Portfolio to other investment funds available under your variable contract/policy. Any limitations on transfers under your variable contract/policy will not be affected by this free transfer. To assist you in giving us your transfer instructions, a Transfer Instruction Card is enclosed. Please note that you also may make your transfer on our website, www.___________.com, or by calling 1-800-___-____.

If the Portfolio is liquidated and you have not transferred your variable contract/policy value out of the Portfolio by the date of the liquidation, your contract/policy value invested in shares of the Portfolio will be transferred automatically to the subaccount that invests in _________.

YOUR VOTING INSTRUCTIONS ARE IMPORTANT. Please read the enclosed proxy materials and complete, date and sign the enclosed Voting Instruction Card. It is also important that you consider using your free transfer right to transfer your variable contract/policy value out of the Portfolio prior to the date of the liquidation.PLEASE ALSO PROVIDE US WITH YOUR TRANSFER INSTRUCTIONS. If you have any questions regarding this matter, please call 1-800-___-____ for assistance. We look forward to assisting you in your insurance and investment needs in 2007 and beyond.

Sincerely,

[Participating Insurance Company]

DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS GROWTH PORTFOLIO


Notice of Special Meeting of Shareholders


To the owners of variable annuity contracts and variable life insurance policies entitled to give voting instructions:

           A Special Meeting of Shareholders of the Founders Growth 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 2:00 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 contractsDIP and variable life insurance policies (collectively referred to as the "Policies"). Portfolio shares held in separate accounts which are attributable to the Policies will be voted by the respective insurance company in accordance with instructions received from the owners of the Policies ("Policyowners").

           This Notice of Special Meeting of Shareholders and the accompanying proxy statement and voting instruction form are being delivered to Policyowners of record at the close of business on February 12, 2007 so that they may instruct their insurance company as to the manner in which the Portfolio shares held by their Policies should be voted at the meeting.Your vote is important. Please complete, date and sign the enclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.

By Order of the Board of Trustees

Michael A. Rosenberg
Secretary

New York, New York
February 16, 2007

DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS GROWTH PORTFOLIO

PROXY STATEMENT

Special Meeting of Shareholders
to be held on Wednesday, April 4, 2007

           This proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees of Dreyfus Investment Portfolios (the "Fund"), on behalf of its series, Founders Growth Portfolio (the "Portfolio"), to be used at the Special Meeting of Shareholders (the "Meeting") of the Portfolio to be held on Wednesday, April 4, 2007 at 2:00 p.m., at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders.

           Shares of the Portfolio areDSRGF have been offered only to separate accounts established by insurance companies ("Participating Insurance Companies") to fund variable annuity contracts and variable life insurance policies (collectively referred to as the "Policies").  TheAs the owner of all of the assets held in such separate accounts, the Participating Insurance Company's separate accountsCompanies are the shareholdersrecord owners of the Portfolio.such Fund's shares.  However, pursuant to applicable laws, PortfolioFund shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies ("Policyowners").  As a PolicyownerParticipating Insurance Companies have agreed to solicit instructions from Policyowners holding Fund shares in the relevant separate account as of the record date of the Meeting and to vote by proxy the shares at the close of business on February 12, 2007, you have the rightMeeting according to instruct your Participating Insurance Company as to the manner in which shares of the Portfolio attributable to your Policy should be voted. To assist you in giving your instructions, a voting instruction form is enclosed.such instructions.  To be effective, voting instructions must be received by the Participating Insurance Company beforeCompanies prior to the close of business on April 3, 2007 (the "Effective Time").December 5, 2013.  Such instructions may be revoked at any time prior to the Effective TimeMeeting either by written notice of revocation or another voting instructioninstructions form delivered to the relevant Participating Insurance Company.

           Shareholders are entitled to one vote for each Portfolio share held and a fractional vote for each fractional Portfolio share held. Holders of Initial shares and Service shares will vote together as a group on the proposal. As of February 8, 2007, 925,801.674 Initial shares and 306,229.090 Service shares of the Portfolio's beneficial interests were issued and outstanding.

  Participating Insurance Companies will vote Portfolioby proxy (i) Fund shares attributable to Policies as to which no executed voting instruction formstimely instructions are received, by the Effective Time, as well as Portfolio(ii) Fund shares not attributable to Policies (e.g., representing accrued fees payable to the relevant Participating Insurance Company by the separate account) or owned exclusively by the relevant Participating Insurance Company or its affiliates and (iii) Fund shares held in the separate account representing charges imposed by the relevant Participating Insurance Company against the separate account in the same proportion (for, against or abstain)proportions as the voting instructions timely received from Policyowners.  Additional information regarding voting instruction rights is provided in the prospectus and/or statement of additional information for the Policies.

Methods of Solicitation and Expenses
The approximatecost of preparing, assembling and mailing datethis Proxy Statement and the attached Notice of this proxy statementSpecial Meetings of Shareholders and the accompanying voting instruction cardproxy card(s), which 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 Portfolioapproximately $729,613, will be borne pro rata 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.each Fund.  In addition to the use of the mails, voting instructionsmail, proxies may be solicited personally or by telephone, by representativesand the Funds may pay persons holding Fund shares in their names or those of the Participating Insurance Companies. Participating Insurance Companies may be paidtheir nominees for their expenses in sending soliciting materials to their Policyowners. An outside firm may be retainedprincipals.  The Funds will retain D.F. King & Co., Inc. to assist in the solicitation of proxies, which is expected to cost approximately $557,305, plus any out of pocket expenses, such cost to be borne pro rata by each Fund.  For Funds with an expense limitation in effect, Dreyfus may bear all or a portion of such Funds' expenses with respect to the Meeting.

Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity.  In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free number directly to vote), the shareholder will be asked to provide or confirm certain identifiable information and to confirm that the shareholder has received the Proxy Statement and proxy card.  Within 72 hours of receiving a shareholder's telephonic or electronically transmitted voting instructions, primarily by contacting Policyowners by telephone.

           Shares represented by executed and unrevoked voting instruction formsa confirmation will be votedsent to the shareholder to ensure that the vote has been taken in accordance with the specification made thereon, and if no voting instructions are given on such voting instruction forms, the shares will be voted "FOR" the proposal. If a voting instruction form is properly executed and returned accompanied by instructions to withhold authority to vote, or is marked with an abstention (collectively, "abstentions"), the Portfolio shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote in favor of the proposal. For this reason, abstentions will have the effect of a "no" vote for the purpose of obtaining the requisite vote to approve the proposal.

           A quorum is constituted by the presence in person or by proxy of the holders of at least thirty percent of the Portfolio's outstanding shares entitled to vote at the Meeting. Because the Participating Insurance Companies hold of record all of the Portfolio's shares, it is anticipated that all such shares will be present at the Meeting.

           In the event sufficient votes to approve the proposal are not received, the Participating Insurance Companies may propose one or more adjournments of the Meeting to permit further solicitation of voting instructions. Any adjournment will require the affirmative vote by the holders of a majority of the Portfolio's shares eligible to vote that are represented at the Meeting in person or by proxy. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Policyowners with respect to the reasons for the solicitation. Generally, votes cast "for" the proposal will be voted in favor of such adjournment, and votes cast "against" the proposal will be voted against any adjournment (abstentions will be voted for or against adjournment in proportion to the shares voted "for" or "against" the proposal).

Portfolio Share Ownership

           As of February 8, 2007, none of the Fund's Trustees and officers owned Portfolio shares.

           As of February 8, 2007, the following Participating Insurance Companies were known by the Fund to own 5% or more of the Portfolio's outstanding voting securities. Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a fund's total outstanding shares may be deemed a "control person" (as defined in the 1940 Act) of the fund.

Name and Address
              of Participating Insurance Company              
Percent of
Portfolio
Shares Outstanding
TransAmerica Occidental Life
    Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
83.81%
(Initial shares)
92.95%
(Service shares)
First TransAmerica Life
    Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
14.66%
(Initial shares)
First TransAmerica Life
    Insurance Company
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
7.15%
(Service shares)

           The proportionate voting policy described in this proxy statement may result in certain Policyowners' instructions affecting the vote of 5% or more of the Portfolio's total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provideshareholder's instructions and to Policyowners that do not.

*     *     *     *     *

Other Matters

           Theprovide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation.

OTHER MATTERS
No Fund's Board is not aware of any other mattermatters which may come before the Meeting.  However, should any such mattermatters properly come before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxies in accordance with their judgment on such matter.

           Thematters.

Under the proxy rules of the Securities and Exchange Commission (the "SEC"), shareholder proposals meeting requirements contained in those rules may, under certain conditions, be included in the Funds' proxy materials for a particular meeting of shareholders.  One of these conditions relates to the timely receipt by a Fund doesof any such proposal.  Since the Funds do not holdhave regular annual meetings of shareholders, meetings. Shareholders wishing to submitunder these rules, proposals submitted for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for a particular meeting must be received by a Fund a reasonable time before the solicitation of proxies for the meeting is made.  The fact that a Fund receives a shareholder proposal in a timely manner does not ensure its inclusion in proxy materials since there are other requirements in the proxy rules relating to such meeting.

inclusion.

NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the appropriate Fund, in care of Dreyfus Institutional Department, P.O. Box 9882, Providence, Rhode Island  02940-8082, 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 VOTING INSTRUCTIONSPROXIES BE RETURNED PROMPTLY.  THEREFORE, POLICYOWNERSSHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING(S) IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONSEACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.

Dated:  February 16, 2007

EXHIBIT A

PLAN OF LIQUIDATION AND DISSOLUTION

October 18, 2013

SCHEDULE 1
The following Planis a list of Liquidationtimes at which each Fund's Meeting will be held.  With respect to those Funds that are series funds, the list also identifies each such Fund's series.
Name of FundTime of Shareholder Meeting
CitizensSelect Funds
- CitizensSelect Prime Money Market Fund ("CSPMMF")
- CitizensSelect Treasury Money Market Fund ("CSTMMF")
10:00 a.m.
Dreyfus Cash Management2:00 p.m.
Dreyfus Government Cash Management Funds
- Dreyfus Government Cash Management ("DGCM")
- Dreyfus Government Prime Cash Management ("DGPCM")
2:00 p.m.
Dreyfus Institutional Cash Advantage Funds
- Dreyfus Institutional Cash Advantage Fund ("DICAF")
10:00 a.m.
Dreyfus Institutional Preferred Money Market Funds
- Dreyfus Institutional Preferred Money Market Fund ("DIPMMF")
- Dreyfus Institutional Preferred Plus Money Market Fund ("DIPPMMF")
10:00 a.m.
Dreyfus Institutional Reserves Funds
- Dreyfus Institutional Reserves Money Fund ("DIRMF")
- Dreyfus Institutional Reserves Treasury Fund ("DIRTF")
- Dreyfus Institutional Reserves Treasury Prime Fund ("DIRTPF")
10:00 a.m.
Dreyfus Investment Grade Funds, Inc.
- Dreyfus Inflation Adjusted Securities Fund ("DIASF")
- Dreyfus Intermediate Term Income Fund ("DITIF")
- Dreyfus Short Term Income Fund ("DSTIF")
10:00 a.m.
Dreyfus Investment Portfolios
- Core Value Portfolio ("CVP")
- MidCap Stock Portfolio ("MSP")
- Small Cap Stock Index Portfolio ("SCSIP")
- Technology Growth Portfolio ("TGP")
10:00 a.m.
Dreyfus Liquid Assets, Inc.10:00 a.m.
Dreyfus Municipal Cash Management Plus2:00 p.m.
Dreyfus New York Municipal Cash Management2:00 p.m.
Dreyfus Opportunity Funds
- Dreyfus Natural Resources Fund ("DNRF")
10:00 a.m.
Dreyfus Premier Short-Intermediate Municipal Bond Fund
- Dreyfus Short-Intermediate Municipal Bond Fund ("DSIMBF")
10:00 a.m.
Dreyfus Short-Intermediate Government Fund10:00 a.m.
Dreyfus Tax Exempt Cash Management Funds
- Dreyfus Tax Exempt Cash Management ("DTECM")
- Dreyfus California AMT-Free Municipal Cash Management ("DCAMTCM")
- Dreyfus New York AMT-Free Municipal Cash Management ("DNYAMTCM")
2:00 p.m.
Dreyfus Treasury & Agency Cash Management2:00 p.m.
Dreyfus Treasury Prime Cash Management2:00 p.m.
Dreyfus Worldwide Dollar Money Market Fund, Inc.10:00 a.m.
The Dreyfus Fund Incorporated10:00 a.m.
The Dreyfus Socially Responsible Growth Fund, Inc.10:00 a.m.
The Dreyfus Third Century Fund, Inc.10:00 a.m.
SCHEDULE 2
Set forth below for each Fund is information as to the number of shares of the Fund outstanding and Dissolutionthose shareholders, if any, known by the Fund to own of record or beneficially 5% or more of a class of the Fund's outstanding voting securities (including series thereof) as of September 3, 2013.
Name of Fund and
Number of Shares Outstanding
Name and Address of Shareholder
Amount of
Shares Held
Percentage of
Shares Held
  
CSF:     
    CSPMMF–Class A
    113,076,623.440
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
85,168,917.360 75.3197% 
 
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
26,767,714.010 23.6722% 
    CSPMMF–Class B
    75,688,750.880
 
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
29,902,493.840 39.5072% 
 
Citizens Investment Services
Corp-Sweep PA Citizens Bank
Cash Mgmt. Oper.
1 Citizens Drive
Mail Stop ROP140
Riverside, RI 02915-3019
27,683,956.950 36.5761% 
 
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
9,348,377.930 12.3511% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
8,022,745.260 10.5997% 
    CSPMMF–Class C
   20,235,098.330
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
12,859,493.100 63.5504% 
 
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
7,337,271.330 36.2601% 
    CSPMMF–Class D
    20,780,878.720
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
20,780,878.720 100.0000% 
    CSTMMF–Class A
    178,695,803.700
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
169,373,310.390 94.7830% 
    CSTMMF–Class B
    174,368,026.290
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
152,757,840.730 87.6066% 
 
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
12,898,539.950 7.3973% 
    CSTMMF–Class C
    8,918,391.330
Citizens Bank
c/o Investment Management Serv.
870 Westminster Street
Providence, RI 02903-4089
7,647,337.390 85.7479% 
 
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
1,271,053.940 14.2521% 
    CSTMMF–Class D
    424,324.960
National Financial Services LLC
For The Exclusive Benefit of Our Customers
200 Liberty Street
One World Financial Center
New York, NY 10281
424,324.960 100.0000% 
  
    DCM–Administrative
    1,295,474,871.848
American Enterprise Investment Services Inc.
Brokerage Cashiering
5413 Ameriprise Financial Center
Minneapolis, MN 55474-0001
758,324,864.640 58.5364% 
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
182,531,426.350 14.0899% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
118,188,215.320 9.1232% 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
87,435,680.020 6.7493% 
    DCM–Agency
    160,169,547.940
Mellon Financial Corporation
Mellon Client Service Center
500 Ross Street
Room 154-0980
Pittsburgh, PA 15262-0001
130,794,000.000 81.6597% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
23,626,630.560 14.7510% 
    DCM–Institutional
    20,735,048,976.840
Boston Safe Deposit & Trust
Mellon Bank
P.O. Box 534005
Pittsburgh, PA 15253-4005
9,021,302,840.790 43.5075% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
2,596,581,770.290 12.5227% 
    DCM–Investor
    2,269,876,332.070
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
1,128,306,722.550 49.7079% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
612,709,124.040 26.9931% 
 
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
208,757,806.820 9.1969% 
    DCM–Participant
    785,299,436.690
ICMA-RC Services LLC
Fin Ops
777 North Capitol Street
Washington, DC 20002-4239
197,705,646.550 25.1758% 
 
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
134,255,357.810 17.0961% 
 
MSCS Financial Services LLC
700 17th Street
Third Floor
Denver, CO 80202-3502
107,406,065.280 13.6771% 
 
WTRISC CO IRA Omnibus Acct
c/o ICMA Retirement Corporation
777 North Capitol Street NE
Washington, DC 20002-4239
82,871,785.170 10.5529% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
71,991,914.600 9.1674% 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
55,324,781.860 7.0451% 
  
DGCMF:     
    DGCM–Administrative
    706,424,467.360
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
307,531,683.260 43.5336% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
180,709,793.320 25.5809% 
    DGCM–Agency
    101,197,801.190
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
100,842,829.520 99.6492% 
    DGCM–Institutional
    11,927,654,267.850
Boston Safe Deposit & Trust
Mellon Bank
P.O. Box 534005
Pittsburgh, PA 15253-4005
4,892,023,340.150 41.0141% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
2,323,439,695.930 19.4794% 
    DGCM–Investor
    1,773,052,234.210
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
1,034,330,594.700 58.3362% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
444,070,891.350 25.0456% 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
108,184,656.800 6.1016% 
 
Union Bank Tr. Nominee
FBO Cash Management Sweeps
P.O. Box 85484
San Diego, CA 92186-5484
103,820,026.790 5.8554% 
    DGCM–Participant
    207,966,222.740
Lazard Capital Markets LLC
Special Custody Account for the Exclusive Benefit of Customers
30 Rockefeller Plaza, Floor 19
New York, NY 10112-0015
79,430,037.330 38.1937% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
37,184,101.830 17.8799% 
 
BNP Paribas Prime Brokerage, Inc.
787 7th Avenue, 8th Floor
New York, NY 10019-6018
13,660,197.540 6.5685% 
    DGPCM–Administrative
    472,373,298.440
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
43,922,867.700 9.2983% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
26,588,807.440 5.6288% 
 
Sunchase Investment LLC
5665 N. Scottsdale Road, Suite 135
Scottsdale, AZ 85250-5912
24,356,015.620 5.1561% 
    DGPCM–Agency
    13,802,533.740
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
13,802,459.300 99.9995% 
    DGPCM–Institutional
    3,395,564,694.960
Boston Safe Deposit & Trust
Mellon Bank
P.O. Box 534005
Pittsburgh, PA 15253-4005
2,042,909,126.860 60.1640% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
888,329,624.130 26.1615% 
 
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
195,815,601.790 5.7668% 
    DGPCM–Investor
    505,575,683.860
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
255,026,336.530 50.4428% 
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
97,754,089.330 19.3352% 
    DGPCM–Participant
    229,144,789.310
Jefferies LLC
Money Markets
101 Hudson Street, Floor 11
Jersey City, NJ 07302-3885
97,964,601.930 42.7523% 
 
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
63,093,366.600 27.5343% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
37,569,654.740 16.3956% 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
23,369,533.440 10.1986% 
  
ICAF:     
    DICAF–Administrative Advantage
    460,448,822.920
Amalgamated Bank
275 Seventh Avenue
New York, NY 10001-6708
363,204,972.440 78.8806% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
96,561,517.630 20.9712% 
    DICAF–Participant Advantage
    53,267,181.520
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
21,280,477.960 39.9504% 
 
Jefferies LLC
FBO The 144A Master Fund LP
101 Hudson Street, Floor 11
Jersey City, NJ 07302-3915
19,609,556.250 36.8136% 
 
Wilmington Trust RISC TTEE FBO First National Bank Alaska Profit Sharing & 401(k) Plan
P.O. Box 52129
Phoenix, AZ 85072-2129
12,377,147.310 23.2360% 
    DICAF–Institutional Advantage
    24,052,148,522.590
Mellon Private Wealth Management
P.O. Box 534005
Pittsburgh, PA 15253-4005
4,820,624,528.170 20.0424% 
 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
4,016,079,943.580 16.6974% 
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
3,871,312,649.150 16.0955% 
 
J P Morgan Clearing Corp. (GAMA)
One Metrotech Center North
Brooklyn, NY 11201
1,551,137,364.710 6.4491% 
 
Chicago Mercantile Exchange Inc.
Customer Segregated Acct
20 S. Wacker Drive
Chicago, IL 60606-7431
1,250,427,385.910 5.1988% 
    DICAF–Investor Advantage
    16,143,958.490
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
7,772,309.420 48.1438% 
 
Wells Fargo Bank FBO Various Retirement Plans
1525 West Wt Harris Boulevard
Charlotte, NC 28288-1076
3,202,119.870 19.8348% 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Money Market Funds Omnibus
200 N College Street, Floor 3
Charlotte, NC 28202-2191
1,689,012.380 10.4622% 
 
Mid Atlantic Capital Corporation
1251 Waterfront Place
Suite 510
Pittsburgh, PA 15222-4228
1,637,176.530 10.1411% 
 
Mid Atlantic Trust Company FBO Brewer Science Inc. 401k Plan
1251 Waterfront Place
Suite 525
Pittsburgh, PA 15222-4228
1,243,577.270 7.7031% 
  
IPMMF:     
    DIPMMF–Prime
    7,768,624,282.450
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
2,963,819,621.090 38.1512% 
 
UTIMCO
401 Congress Avenue
Suite 2800
Austin, TX 78701-3794
2,316,811,617.830 29.8227% 
 
Kuwait Investment Authority
Acting for the Government of the State of Kuwait
Ministries Complex Block 3
P.O. Box 64
Safat, Kuwait 13001
1,002,071,594.480 12.8990% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
527,645,982.080 6.7920% 
    DIPMMF–Reserve
    585,737,460.050
Comerica Bank
201 W. Fort Street, 3rd Floor
MC3089
Detroit, MI 48226
585,367,518.360 99.9368% 
    DIPPMMF
    1,063,019,147.590
Bost & Co.
c/o Mellon Financial Corp
3 Mellon Center
Pittsburgh, PA 15259-0001
894,760,146.400 84.1716% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
168,259,000.000 15.8284% 
  
IRF:     
    DIRMF–Institutional
    1,073,766,852.860
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
576,730,349.970 53.7109% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
491,999,533.370 45.8200% 
    DIRMF–Hamilton
    1,370,908,991.880
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
571,268,611.440 41.6708% 
 
M&T Trust Company of Delaware
Grange Primary Trust
Mail Code: DE3-C050
1100 N. Market Street, 5th Floor
Wilmington, DE 19890-0001
400,000,000.000 29.1777% 
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
350,994,831.920 25.6031% 
    DIRMF–Agency
    12,815,431.520
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
12,815,431.520 100.0000% 
DIRMF–Premier
450,920,769.830
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
175,656,722.530 38.9551% 
 
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
174,274,326.290 38.6485% 
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
54,689,966.390 12.1285% 
 
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
36,296,999.590 8.0495% 
    DIRMF–Classic
    173,640,150.290
BNY Mellon, N.A. As Agent For Sandler Investment Partners
711 5th Avenue, Floor 15
New York, NY 10022-3115
22,467,288.080 12.9390% 
 
BNY Mellon, N.A. As Agent For Kissinger Associates Inc.
350 Park Avenue, Floor 26
New York, NY 10022-6085
19,278,104.720 11.1023% 
 
The Bank of NY Mellon As Agent For Plumbers Local Union No 1 Vacation and Holiday Fund
158-20 George Meany Boulevard
Howard Beach, NY 11414
14,331,419.480 8.2535% 
 
The Bank of NY Mellon As Agent For Ttees of Hamilton College
198 College Hill Road
Clinton, NY 13323-1295
11,936,329.850 6.8742% 
 
BNY Mellon, N.A. As Agent For Edgewood Management LLC
535 Madison Avenue, Floor 15
New York, NY 10022-4274
9,134,932.190 5.2608% 
    DIRTF–Institutional
    104,522,787.140
Wells Fargo Bank NA FBO
AK Steel Corp Veba Uswa Ashland
P.O. Box 1533
Minneapolis, MN 55480
62,532,525.420 59.8267% 
 
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
29,789,770.540 28.5007% 
 
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
7,254,192.450 6.9403% 
DIRTF–Hamilton
136,728,493.960
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
91,339,132.110 66.8033% 
 
Suecia Holding Corporation
25 Smith Street, Suite 305
Nanuet, NY 10954-2972
23,098,718.420 16.8939% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
13,641,540.200 9.9771% 
    DIRTF–Agency
    3,182,665.270
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
3,182,665.270 100.0000% 
    DIRTF–Premier
    529,832,988.150
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
412,886,341.690 77.9276% 
 
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
99,921,182.520 18.8590% 
    DIRTF–Classic
    199,209,250.300
The Bank of NY Mellon As Agent For Institute for Advanced Study
Einstein Drive
Princeton, NJ 08540
56,233,656.020 28.2284% 
 
The Bank of NY Mellon As Agent
For Sol Goldman Investments, LLC
640 5th Avenue, Floor 3
New York, NY 10019-6102
30,852,341.960 15.4874% 
 
The Bank of NY Mellon As Agent For United Methodist Development
475 Riverside Drive
New York, NY 10115-0110
15,097,727.820 7.5788% 
 
The Bank of NY Mellon As Agent
For Lighthouse Properties LLC
640 5th Avenue, Floor 3
New York, NY 10019-6102
13,020,776.030 6.5362% 
 
The Bank of NY Mellon As Agent For Third & Fulton Associates
640 5th Avenue, Floor 3
New York, NY 10019-6102
11,006,462.780 5.5251% 
 
The Bank of NY Mellon As Agent For Solil Management LLC
640 5th Avenue, Floor 3
New York, NY 10019-6155
10,628,400.190 5.3353% 
    DIRTPF–Institutional
    340,250,998.740
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
205,862,365.900 60.5031% 
 
SEI Private Trust Company
c/o ID 866 Suntrust Bank ETS
1 Freedom Valley Drive
Oaks, PA 19456-9989
93,623,593.470 27.5160% 
DIRTPF–Hamilton
5,866,386.510
Bost & Co.
Mutual Funds Ops
P.O. Box 3198
525 William Penn Place
Pittsburgh, PA 15219-1707
3,546,180.430 60.4491% 
 
David Blank
Greenwich, CT
1,314,222.390 22.4026% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
593,022.890 10.1088% 
 
Jerry J. Limoncelli and Alice R. Limoncelli JTWROS
Garden City, NY
404,656.120 6.8979% 
    DIRTPF–Premier
    352,950,277.670
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
301,145,314.460 85.3223% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
50,341,524.160 14.2631% 
  
DIGF:     
    DIASF–Investor
    2,724,260.351
American Enterprise Investment SVC
2003 Ameriprise Financial Ctr
Minneapolis, MN 55474-0020
730,124.745 26.8008% 
 
Charles Schwab & Co Inc
Reinvest Account
101 Montgomery Street # Dept
San Francisco, CA 94104-4151
519,386.570 19.0652% 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
182,954.952 6.7158% 
    DIASF–Class I
    22,714,531.894
SEI Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
19,459,247.220 85.6687% 
 
Brown Brothers Harriman & Co. Cust. For Texas 529 Lone Star Plan TX 529 Inflation Protected Bond Portfolio
Fund Operations c/o Oppenheimer
6801 S Tucson Way
Centennial, CO 80112-3924
1,224,595.858 5.3912% 
DIASF–Class Y
78.370
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
78.370 100.0000% 
    DITIF–Class A
    61,406,563.321
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
6,065,911.357 9.8783% 
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
4,977,623.442 8.1060% 
 
Pershing LLC
Pershing Division Transfer Dept.
P.O. Box 2052
7th Floor
Jersey City, NJ 07303-2052
4,064,902.406 6.6197% 
    DITIF–Class C
    2,450,081.079
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
145,490.313 5.9382% 
    DITIF–Class I
    19,168,351.306
Wells Fargo Bank FBO Various Retirement Plans
1525 West Wt Harris Boulevard
Charlotte, NC 28288-1076
3,901,171.512 20.3521% 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
3,648,612.501 19.0346% 
 
Boston Safe Deposit & Trust Co.
P.O. Box 3198
Pittsburgh, PA 15230-3198
3,335,532.172 17.4012% 
 
SEI Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
1,645,850.573 8.5863% 
    DITIF–Class Y
    73.584
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
73.584 100.0000% 
    DSTIF–Class D
    23,339,752.232
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Blvd
Jersey City, NJ 07310-0000
2,072,164.601 8.8783% 
 
Pershing LLC
Pershing Division Transfer Dept.
P.O. Box 2052
7th Floor
Jersey City, NJ 07303-2052
1,918,125.726 8.2183% 
 
Charles Schwab & Co Inc.
Reinvest Account
101 Montgomery Street # Dept
San Francisco, CA 94104-4151
1,746,964.025 7.4849% 
 
American Enterprise Investment SVC
2003 Ameriprise Financial Ctr
Minneapolis, MN 55474-0020
1,226,693.030 5.2558% 
    DSTIF–Class P
    73,787.371
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
36,353.861 49.2684% 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
17,240.053 23.3645% 
 
Crowell, Weedon & Co.
DCG&T Ttee
One Wilshire Building
624 South Grand Avenue
Los Angeles, CA 90017-3362
13,276.062 17.9923% 
  
DIP:     
    CVP–Initial
    1,095,889.729
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
1,005,018.403 91.7080% 
 
Transamerica Financial Life Insurance Company
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
90,871.326 8.2920% 
    CVP–Service
    818,844.465
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
739,110.794 90.2627% 
 
Transamerica Financial Life Insurance Company
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
61,703.765 7.5355% 
    MSP–Initial
    7,818,815.931
Zurich American Life Ins. Co.
2500 Westfield Drive
Elgin, IL 60124-7836
3,512,122.275 44.9189% 
 
Commonwealth Annuity and Life Insurance
1 SW Security Benefit Pl.
Topeka, KS 66636-1000
1,293,228.458 16.5400% 
 
Symetra Life Insurance Co.
P.O. Box 3882
Seattle, WA 98124-3882
1,156,999.188 14.7976% 
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
763,107.107 9.7599% 
    MSP–Service
    1,142,404.727
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
476,233.729 41.6870% 
 
Ameritas Life Insurance Corp.
Ameritas Variable Separate Account VA-2
5900 O Street
Lincoln, NE 68510-2234
290,860.429 25.4604% 
 
Zurich American Life Ins. Co.
Product Valuation
One Security Benefit Place
Topeka, KS 66636-1000
161,426.662 14.1304% 
 
Annuity Investors Life Insurance Co.
P.O. Box 5423
Cincinnati, OH 45201-5423
61,348.033 5.3701% 
 
Horace Mann Life Insurance Co.
Separate Account
1 Horace Mann Plz
Springfield, IL 62715-0001
60,649.291 5.3089% 
    SCSIP–Initial
    17,581,278.285
Nationwide Life Insurance Company NWPP
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
16,011,705.820 91.0725% 
 
Nationwide Life and Annuity Insurance Company NWVL-G
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
880,806.442 5.0099% 
    TGP–Initial
    5,400,139.898
Nyliac
169 Lackawanna Ave
Parsippany, NJ 07054-1007
2,323,239.150 43.0218% 
 
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
967,579.089 17.9177% 
 
Annuity Investors Life Insurance Co.
P.O. Box 5423
Cincinnati, OH 45201-5423
953,318.772 17.6536% 
 
American Fidelity Assurance Co.
Separate Account B
2000 N. Classen Boulevard
Oklahoma City, OK 73106-6013
443,649.688 8.2155% 
 
Symetra Life Insurance Co.
P.O. Box 3882
Seattle, WA 98124-3882
362,325.382 6.7096% 
 
Transamerica Financial Life Insurance Company
Separate Account VA-2LNY
Accounting Department
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
285,650.832 5.2897% 
    TGP–Service
    10,331,522.169
Nyliac
169 Lackawanna Avenue
Parsippany, NJ 07054-1007
7,881,872.808 76.2896% 
 
Security Distributors Inc.
One Security Benefit Place
Topeka, KS 66636-1000
752,656.050 7.2850% 
 
American Enterprise Life Insurance Company
1497 AXP Financial Center
Minneapolis, MN 55440
593,942.537 5.7488% 
 
First Security Benefit Life Ins. Co.
FBO FSBL Advance Designs
c/o Variable Annuity Dept
One Security Benefit Place
Topeka, KS 66636-1000
532,225.622 5.1515% 
  
DLA–Class 1
708,016,977.620
None
 
N/A N/A 
DLA–Class 2
157,913,983.050
Pershing LLC
Pershing Division Transfer Dept.
P.O. Box 2052
7th Floor
Jersey City, NJ 07303-2052
103,164,628.860 65.3296% 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
35,329,585.740 22.3727% 
  
DMCMP–Administrative
89,058,876.610
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
85,214,925.680 95.6838% 
DMCMP–Agency
1,037.200
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
1,036.200 99.9036% 
DMCMP–Institutional
115,323,336.600
Bost & Co.
Mutual Funds Ops
P.O. Box 3198
525 William Penn Place
Pittsburgh, PA 15219-1707
66,532,419.040 57.6921% 
 
The Private Bank & Trust Company
70 W. Madison, Suite 800
Chicago, IL 60602-4282
18,348,371.060 15.9104% 
 
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
16,399,136.850 14.2201% 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
10,048,611.860 8.7134% 
DMCMP–Investor
186,492,079.510
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
175,302,056.870 93.9997% 
DMCMP–Participant
16,329,040.260
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
14,284,866.240 87.4814% 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
1,280,911.280 7.8444% 
  
DNYMCM–Administrative
8,369,502.960
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
5,836,135.690 69.7310% 
 
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
2,533,366.270 30.2690% 
DNYMCM–Institutional
118,952,133.170
Boston Safe Deposit & Trust
Mellon Bank
P.O. Box 534005
Pittsburgh, PA 15253-4005
98,120,938.000 82.4877% 
 
J P Morgan Clearing Corp. (GAMA)
One Metrotech Center North
Brooklyn, NY 11201
9,027,588.170 7.5893% 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
7,737,808.550 6.5050% 
DNYMCM–Investor
336,174,020.370
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
272,854,195.310 81.1646% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
33,015,012.830 9.8208% 
 
Baytetra & Co.
c/o State Street Corporation
Mail Stop CC10313
1200 Crown Colony Drive
Quincy, MA 02169-0938
26,272,194.470 7.8151% 
DNYMCM–Participant
3,779,197.920
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
2,999,019.010 79.3560% 
 
J.A. Levin Group Inc.
595 Madison Avenue, 17th Floor
New York, NY 10022-1907
340,342.660 9.0057% 
 
Alyne L. Model
New York, NY
223,489.530 5.9137% 
  
DOF:     
    DNRF–Class A
    843,722.900
American Enterprise Investment SVC
2003 Ameriprise Financial Ctr
Minneapolis, MN 55474-0020
208,296.967 24.6878% 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
89,990.844 10.6659% 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
58,203.946 6.8985% 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
57,252.865 6.7857% 
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
56,765.685 6.7280% 
    DNRF–Class C
    115,360.424
American Enterprise Investment SVC
2003 Ameriprise Financial Ctr
Minneapolis, MN 55474-0020
27,716.880 24.0263% 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
18,693.622 16.2045% 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
17,914.486 15.5291% 
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
14,626.463 12.6789% 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
7,425.411 6.4367% 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
6,218.522 5.3905% 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
5,790.589 5.0196% 
    DNRF–Class I
    248,505.834
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
83,534.341 33.6146% 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
49,875.986 20.0703% 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
41,835.782 16.8349% 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
40,020.544 16.1045% 
  
PSIMBF:     
    DSIMBF–Class A
    5,310,595.250
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
1,972,811.633 37.1486% 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
1,170,553.990 22.0419% 
 
American Enterprise Investment SVC
2003 Ameriprise Financial Ctr
Minneapolis, MN 55474-0020
945,014.862 17.7949% 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
346,520.019 6.5251% 
    DSIMBF–Class D
    32,376,972.597
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
3,039,006.652 9.3863% 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
1,886,531.289 5.8268% 
    DSIMBF–Class I
    2,051,410.734
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
682,008.235 33.2458% 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
667,489.941 32.5381% 
 
National Financial Services LLC For Exclusive Benefit of our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
370,678.027 18.0694% 
 
Raymond James
Omnibus for Mutual Funds
House Acct Firm
880 Carillon Parkway
Saint Petersburg, FL 33716-1102
112,755.861 5.4965% 
    DSIMBF–Class Y
    76.453
BNY Mellon Corporation
MBC Investments Corporation
100 White Clay Center Drive
Suite 102
Newark, DE 19711
76.453 100.0000% 
  
SIGF
10,811,278.433
Charles Schwab & Co. Inc.
Reinvest Account
101 Montgomery Street # Dept
San Francisco, CA 94104-4151
1,302,390.318 12.0466% 
 
National Financial Services LLC For Exclusive Benefit of Our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
629,332.670 5.8211% 
 
Pershing LLC
Pershing Division Transfer Dept.
P.O. Box 2052
7th Floor
Jersey City, NJ 07303-2052
589,966.936 5.4570% 
  
DTECMF:     
    DTECM–Administrative
    57,009,487.540
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
37,875,747.080 66.4376% 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
15,000,072.620 26.3115% 
    DTECM–Institutional
    1,622,115,807.100
Boston Safe Deposit & Trust Co.
P.O. Box 3198
Pittsburgh, PA 15230-3198
528,319,092.550 32.5698% 
 
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
191,192,191.380 11.7866% 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
155,377,037.370 9.5787% 
 
Wells Fargo Bank N.A.
733 Marquette Avenue
Minneapolis, MN 55402-2309
107,530,932.810 6.6291% 
    DTECM–Investor
    434,775,582.080
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
214,055,617.380 49.2336% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
159,206,210.440 36.6180% 
 
Bost & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
25,276,106.640 5.8136% 
    DTECM–Participant
    20,515,614.490
Laba & Co.
135 S. Lasalle St
Chicago, IL 60603-4177
9,884,035.220 48.1781% 
 
Saturn & Co.
c/o Investors Bank & Trust Company
1200 Crown Colony Drive
Quincy, MA 02169-0938
8,983,181.760 43.7870% 
    DCAMTCM–Administrative
    2,319,933.750
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
2,319,933.750 100.0000% 
    DCAMTCM–Institutional
    190,745,522.920
Capinco
c/o US Bank
P.O. Box 1787
Milwaukee, WI 53201-1787
97,657,116.180 51.1976% 
 
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
32,572,721.220 17.0765% 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
21,714,406.480 11.3840% 
 
Wells Fargo Bank N.A.
733 Marquette Avenue
Minneapolis, MN 55402-2309
14,795,306.260 7.7566% 
 
Trust Management Network LLC
For Benefits of Client Banks
4849 Greenville Avenue, Suite 1450
Dallas, TX 75206-4165
9,946,926.680 5.2148% 
    DCAMTCM–Investor
    197,465,058.320
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
172,293,621.230 87.2527% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
20,122,886.250 10.1906% 
    DCAMTCM–Participant
    38,521,035.620
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
38,440,182.010 99.7901% 
    DNYAMTCM–Administrative
    4,635,402.130
Pershing LLC
For The Exclusive Benefit of its Customers
One Pershing Plaza
Jersey City, NJ 07399-0001
4,635,402.130 100.0000% 
    DNYAMTCM–Classic
    8,751,504.060
The Bank of NY Mellon As Agent For 4TS II LLC
c/o The Durst Organization
1 Bryant Park, Floor 49
New York, NY 10036-6739
8,703,291.240 99.4491% 
    DNYAMTCM–Institutional
    74,400,132.210
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
40,360,661.190 54.2481% 
 
UBS WM USA
499 Washington Boulevard
Jersey City, NJ 07310-1995
13,098,965.950 17.6061% 
 
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
7,508,498.870 10.0921% 
 
Marcus Adler Gloves
New York, NY
3,964,309.600 5.3284% 
    DNYAMTCM–Investor
    34,303,493.240
Mac & Co.
P.O. Box 534005
Pittsburgh, PA 15253-4005
28,736,708.640 83.7720% 
 
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399-0001
3,061,535.330 8.9249% 
  
DTACM–Administrative
599,404,444.160
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
155,465,150.230 25.9366% 
 
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
120,659,057.440 20.1298% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
62,370,578.900 10.4054% 
DTACM–Agency
25,711,784.780
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
25,711,784.780 100.0000% 
DTACM–Institutional
14,715,904,510.940
The Bank of New York Mellon
One Wall Street, 17th Floor
New York, NY 10286-0001
5,712,452,498.310 38.8182% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
2,590,501,246.400 17.6034% 
 
State Street Bank & Trust
FBO Cash Sweep Clients MF
1776 Heritage Drive
Quincy, MA 02171-2119
1,815,062,230.430 12.3340% 
DTACM–Investor
2,347,774,983.360
Mellon Financial Corporation
Mellon Client Service Center
500 Ross Street
Pittsburgh, PA 15262-0001
679,437,000.000 28.9396% 
 
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
642,700,496.920 27.3749% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
533,105,356.270 22.7068% 
 
Peoples United Bank
P.O. Box 820
Burlington, VT 05402-0820
122,884,029.790 5.2341% 
 
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 96805-1930
121,460,873.190 5.1734% 
DTACM–Participant
571,437,345.020
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
277,830,224.880 48.6195% 
 
Jefferies LLC
Money Markets
101 Hudson Street, Floor 11
Jersey City, NJ 07302-3885
152,811,490.760 26.7416% 
 
Lazard Capital Markets LLC
Special Custody Account for the Exclusive Benefit of Customers
30 Rockefeller Plaza, Floor 19
New York, NY 10112-0015
62,568,622.090 10.9493% 
DTACM–Premier
21,717,090.330
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
13,211,075.990 60.8326% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
8,506,014.340 39.1674% 
DTACM–Select
5,306,599.780
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
4,015,319.590 75.6665% 
 
Band & Co.
c/o US Bank
1555 North Rivercenter Drive
Suite 302
Milwaukee, WI 53212-3958
1,291,280.190 24.3335% 
DTACM–Service
12,728,454.880
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
11,861,534.280 93.1891% 
 
Reliance Trust Co II
1100 Abernathy Road
Atlanta, GA 30328-5620
706,861.650 5.5534% 
  
DTPCM–Administrative
548,272,035.190
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
405,272,792.700 73.9182% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
70,687,016.770 12.8927% 
 
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
39,626,222.040 7.2275% 
DTPCM–Agency
35,295,968.560
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
15,278,868.910 43.2879% 
 
CTCNA As Agent For Dow Chemical/Rohm & Haas
Newport Office Center VII
480 Washington Boulevard, Floor 29
Jersey City, NJ 07310-2053
4,590,511.140 13.0058% 
 
Cadence Bank
2800 Post Oak Boulevard, Suite 3800
Houston, TX 77056-6170
2,114,825.010 5.9917% 
 
Myles R. Itkin & Frances R. Itkin JTWROS
New York, NY
1,858,059.590 5.2642% 
DTPCM–Institutional
28,484,534,387.735
Boston Safe Deposit & Trust Mellon Bank
P.O. Box 534005
Pittsburgh, PA 15253-4005
11,103,950,124.410 38.9824% 
 
BNY (OCS) Nominees Limited
1 Canada Square
London UK E14 5AL
7,968,539,385.080 27.9750% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
3,738,217,295.790 13.1237% 
DTPCM–Investor
3,717,101,480.460
Pershing
Cash Management Services
One Pershing Plaza
Harborside III, 6th Floor
Jersey City, NJ 07399-0001
1,305,199,156.530 35.1134% 
 
Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanders Creek Parkway, 2nd Fl
East Syracuse, NY 13057-1382
393,348,091.700 10.5821% 
DTPCM–Participant
2,926,408,183.420
First Republic Bank
Investment Division
111 Pine Street
San Francisco, CA 94111-5628
497,075,332.190 16.9859% 
 
Typhoonbass and Co.
c/o State Street Bank
1200 Crown Colony Drive
Quincy, MA 02169-0938
469,584,973.280 16.0465% 
 
Saturn & Co.
c/o Investors Bank & Trust Company
1200 Crown Colony Drive
Quincy, MA 02169-0938
367,385,884.180 12.5542% 
 
Stifel Nicolaus & Co. Inc. For The Exclusive Benefit of Customers
500 N. Broadway
Saint Louis, MO 63102-2110
299,702,703.930 10.2413% 
  
WDMMF
256,497,768.390
None
 
N/A N/A 
  
DF
118,831,391.147
The Vanguard Fiduciary Trust Co.
P.O. Box 2600
Valley Forge, PA 19482-2600
20,248,973.404 17.0401% 
  
DSRGF–Initial
6,106,036.967
Nationwide Corporation
Portfolio Acct Vids Group
P.O. Box 182029
Columbus, OH 43218-2029
2,997,578.350 49.0920% 
 
CMFG Group Variable Annuity Account
Product Valuation
5801 SW Sixth Avenue
Topeka, KS 66636-0001
867,940.442 14.2145% 
 
American Fidelity Assurance Co.
Separate Account "C"
2000 N. Classen Boulevard
Oklahoma City, OK 73106-6013
681,105.409 11.1546% 
 
Transamerica Occidental Life Ins.
1150 South Olive Street
Los Angeles, CA 90015-2211
319,893.051 5.2390% 
DSRGF–Service
199,119.648
Transamerica Life Insurance Co.
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001
56,021.329 28.1345% 
 
Annuity Investors Life Insurance Co.
P.O. Box 5423
Cincinnati, OH 45201-5423
34,064.429 17.1075% 
 
Modern Woodmen
Product Valuation
5801 SW Sixth Avenue
Topeka, KS 66636-1001
25,852.751 12.9835% 
 
Farm Bureau Life Insurance Co.
5400 University Avenue
West Des Moines, IA 50266-5950
24,401.994 12.2549% 
 
Travelers Insurance Co.
P.O. Box 990027
Hartford, CT 06199-0027
16,616.183 8.3448% 
 
Farmer New World Life Ins. Co.
Variable Universal Life
3003 77th Avenue SE
Mercer Island, WA 98040-2890
13,317.561 6.6882% 
  
DTCF–Class A
1,407,123.925
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
181,841.964 12.9230% 
 
National Financial Services LLC For Exclusive Benefit of Our Customers
499 Washington Boulevard
Jersey City, NJ 07310-0000
110,714.301 7.8681% 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
86,276.211 6.1314% 
 
Hartford Life Insurance Company
Separate Account DC III
P.O. Box 2999
Hartford, CT 06104-2999
79,081.901 5.6201% 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
72,101.529 5.1240% 
DTCF–Class C
395,560.536
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
141,770.404 35.8404% 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
108,153.308 27.3418% 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
21,433.257 5.4185% 
DTCF–Class I
433,888.828
SEI Private Trust Company
c/o Mellon
One Freedom Valley Drive
Oaks, PA 19456-9989
169,073.410 38.9670% 
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
For the Sole Benefit of its Customers
4800 Deer Lake Dr E, Floor 3
Jacksonville, FL 32246-6484
89,626.407 20.6565% 
 
Morgan Stanley & Co.
Harborside Financial Center Plaza 2
3rd Floor
Jersey City, NJ 07311
70,165.610 16.1713% 
 
First Clearing, LLC
2801 Market Street
Saint Louis, MO 63103
37,417.073 8.6237% 
DTCF–Class Z
19,469,402.029
None
 
N/A N/A 
EXHIBIT A
Part I
Part I sets forth, as to each Fund, information regarding Board members' ownership of Fund shares, the number of Board and committee meetings for each Fund's last fiscal year and Board member compensation.  Part I also sets forth information regarding the independent auditors' fees as indicated.
Board Members' Ownership of Fund Shares
The table below indicates the dollar range of each current Board member's (including Board members who are Nominees) ownership of shares of each Fund (including series thereof) and the aggregate dollar range of shares of other funds in The Dreyfus Family of Funds for which he or she is a Board member, in each case as of December 31, 2012.
Name of Board Member or NomineeDollar Range of Shares Held in Fund
CSFDCMDGCMFICAF
Joseph S. DiMartinoNoneNoneNoneNone
Gordon J. DavisNoneNoneNoneNone
Isabel P. DunstNoneNoneNoneNone
Whitney I. GerardNoneNoneNoneNone
Nathan LeventhalNoneNoneNoneNone
Robin A. MelvinNoneNoneNoneNone
George L. PerryNoneNoneNoneNone
Roslyn M. WatsonNoneNoneNoneNone
Benaree Pratt WileyNoneNoneNoneNone
Name of Board Member or NomineeDollar Range of Shares Held in Fund
IPMMFIRFDIGFDIP
Joseph S. DiMartinoNoneNoneNoneNone
Gordon J. DavisNoneNoneNone
Isabel P. DunstNoneNoneNone
Whitney I. GerardNoneNoneNone
Nathan LeventhalNoneNoneNoneNone
Robin A. MelvinNoneNoneNoneNone
George L. PerryNoneNoneNoneNone
Roslyn M. WatsonNone$1,001-$10,000NoneNone
Benaree Pratt WileyNoneNoneNoneNone
Name of Board Member or NomineeDollar Range of Shares Held in Fund
DLADMCMPDNYMCMDOF
Joseph S. DiMartinoNoneNoneNoneNone
Gordon J. DavisNoneNoneNoneNone
Isabel P. DunstNoneNoneNoneNone
Whitney I. Gerard$50,001-$100,000NoneNoneNone
Nathan LeventhalNoneNoneNoneNone
Robin A. MelvinNoneNoneNoneNone
George L. PerryNoneNoneNoneNone
Roslyn M. WatsonNoneNoneNoneNone
Benaree Pratt WileyNoneNoneNoneNone
Name of Board Member or NomineeDollar Range of Shares Held in Fund
PSIMBFSIGFDTECMFDTACM
Joseph S. DiMartinoNoneNoneNoneNone
Gordon J. DavisNoneNoneNoneNone
Isabel P. DunstNoneNoneNoneNone
Whitney I. GerardNoneNoneNoneNone
Nathan LeventhalNoneNoneNoneNone
Robin A. MelvinNoneNoneNoneNone
George L. PerryNoneNoneNoneNone
Roslyn M. WatsonNoneNoneNoneNone
Benaree Pratt WileyNoneNoneNoneNone
Name of Board Member or NomineeDollar Range of Shares Held in Fund
DTPCMWDMMFDFDSRGF
Joseph S. DiMartinoNoneNoneNoneNone
Gordon J. DavisNoneNoneNoneNone
Isabel P. DunstNoneNoneNoneNonev
Whitney I. GerardNone$1,001-$10,000$1,001-$10,000None
Nathan LeventhalNoneNone$1,001-$10,000None
Robin A. MelvinNoneNoneNoneNone
George L. PerryNoneNoneOver $100,000None
Roslyn M. WatsonNoneNoneNoneNone
Benaree Pratt WileyNoneNoneNoneNone
Name of Board Member or Nominee
Dollar Range of Shares Held in Fund
Dollar Range of Aggregate Holding of Funds
in The Dreyfus Family of Funds
DTCF
Joseph S. DiMartinoNoneOver $100,000
Gordon J. DavisNone$50,001-$100,000
Isabel P. DunstNoneNone
Whitney I. GerardNoneOver $100,000
Nathan LeventhalNoneOver $100,000
Robin A. MelvinNoneOver $100,000
George L. PerryNoneOver $100,000
Roslyn M. WatsonNone$50,001-$100,000
Benaree Pratt WileyNone$50,001-$100,000
As of December 31, 2012, 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.
Number of Board and Committee Meetings

The number of Board meetings and, where applicable, committee meetings, held by each Fund during the Fund's last fiscal year are as follows:
Name of Fund
Number of
Board
Meetings
Number of
Audit
Committee
Meetings
Number of
Nominating
Committee
Meetings
Number of
Compensation
Committee
Meetings
Number of Litigation Committee Meetings
Number of
Pricing/Valuation
Committee
Meetings
CSF541000
DCM630000
DGCMF630000
ICAF541000
IPMMF541000
IRF541000
DIGF541000
DIP541000
DLA541000
DMCMP530000
DNYMCM530000
DOF541001
PSIMBF541000
SIGF541000
DTECMF530000
DTACM630000
DTPCM630000
WDMMF541000
DF541000
DSRGF541000
DTCF541000

During each Fund's last fiscal year, each current Board member attended at least 75% of the aggregate of all of the meetings of the Board of each Fund (held during the period he or she was a Board member) and 75% of the meetings held by a committee of the Board of each Fund on which he or she served (during the period that he or she served).  The Funds do not have a formal policy regarding Board members' attendance at meetings of shareholders.  Board members did not attend the last shareholder meetings for any of the Funds.
Board Member Compensation
Annual retainer fees and meeting attendance fees are allocated among a Fund and all other Funds with the same Board members on the basis of net assets.  The aggregate amount of compensation paid to each current Board member and Emeritus Board member by each Fund for the Fund's last fiscal year, and by all funds in The Dreyfus Family of Funds for which such person was a Board member (the "Plan""Fund Complex") (the number of portfolios of such funds is set forth in parenthesis next to each Board member's total compensation) for the year ended December 31, 2012, were as follows:
Name of Board Member
Aggregate Compensation
From Each Fund*
Total Compensation From the Funds
and Fund Complex(**)
Clifford L. Alexander, Jr.***$351,250 (45)
CSF$23,250
ICAF$79,298
IPMMF$34,393
IRF$18,251
DIGF$5,817
DIP$2,458
DLA$10,703
DOF$91
PSIMBF$2,060
SIGF$558
WDMMF$1,230
DF$3,759
DSRGF$841
DTCF$801
David W. Burke***$258,375 (81)
DCM$8,889
DGCMF$8,656
ICAF$34,622
IPMMF$15,320
IRF$10,191
DIGF$4,248
DIP$1,374
DLA$6,795
DMCMP$283
DNYMCM$188
DOF$65
PSIMBF$934
SIGF$317
DTECMF$1,083
DTACM$6,864
DTPCM$8,903
WDMMF$816
DF$1,989
DSRGF$449
DTCF$661
Gordon J. Davis$209,167 (65)
CSF$0
ICAF$45,764
IPMMF$19,630
IRF$4,781
DIGF$0
DIP$701
DLA$1,084
DOF$4
PSIMBF$1,196
SIGF$131
WDMMF$237
DF$1,152
DSRGF$309
DTCF$0
Joseph S. DiMartino$1,088,750 (163)
CSF$29,063
DCM$17,479
DGCMF$16,338
ICAF$99,122
IPMMF$42,993
IRF$22,812
DIGF$7,273
DIP$2,877
DLA$13,378
DMCMP$526
DNYMCM$343
DOF$115
PSIMBF$2,575
SIGF$697
DTECMF$2,019
DTACM$10,963
DTPCM$17,859
WDMMF$1,540
DF$4,698
DSRGF$1,049
DTCF$997
Isabel P. Dunst$56,000 (10)
DCM$13,979
DGCMF$12,718
DMCMP$420
DNYMCM$274
DTECMF$1,615
DTACM$10,326
DTPCM$14,286
Whitney I. Gerard$192,750 (25)
CSF$23,250
ICAF$79,298
IPMMF$34,393
IRF$18,251
DIGF$5,817
DIP$2,458
DLA$10,703
DOF$91
PSIMBF$2,060
SIGF$558
WDMMF$1,230
DF$3,519
DSRGF$841
DTCF$801
Lyle E. Gramley***$11,000 (10)
DCM$2,945
DGCMF$2,506
DMCMP$84
DNYMCM$53
DTECMF$318
DTACM$2,216
DTPCM$3,062
Arthur A. Hartman***$55,000 (25)
ICAF$23,915
IPMMF$10,995
IRF$6,014
DIGF$1,955
DIP$813
DLA$3,760
DOF$32
PSIMBF$670
SIGF$189
WDMMF$425
DF$1,266
DSRGF$284
DTCF$291
Nathan Leventhal$320,500 (43)
CSF$0
ICAF$79,245
IPMMF$34,393
IRF$18,206
DIGF$5,817
DIP$2,458
DLA$10,663
DOF$91
PSIMBF$2,060
SIGF$558
WDMMF$1,227
DF$3,751
DSRGF$841
DTCF$801
Robin A. Melvin$209,258 (103)
DCM$13,979
DGCMF$12,718
DMCMP$420
DNYMCM$274
DTECMF$1,615
DTACM$10,326
DTPCM$14,286
George L. Perry$167,500 (25)
ICAF$79,245
IPMMF$33,814
IRF$18,022
DIGF$5,817
DIP$2,458
DLA$10,650
DOF$91
PSIMBF$2,060
SIGF$558
WDMMF$1,212
DF$3,759
DSRGF$841
DTCF$801
Roslyn M. Watson$186,500 (41)
DCM$13,979
DGCMF$12,718
DMCMP$420
DNYMCM$274
DTECMF$1,615
DTACM$10,326
DTPCM$14,286
Benaree Pratt Wiley$355,623 (66)
CSF$0
DCM$13,979
DGCMF$12,718
ICAF$79,245
IPMMF$31,292
IRF$17,617
DIGF$5,817
DIP$2,261
DLA$10,417
DMCMP$420
DNYMCM$274
DOF$91
PSIMBF$1,874
SIGF$514
DTECMF$1,615
DTACM$10,326
DTPCM$14,286
WDMMF$1,230
DF$3,436
DSRGF$771
DTCF$801
Philip L. Toia***$127,500 (57)
DCM$13,979
DGCMF$12,718
DMCMP$420
DNYMCM$274
DTECMF$1,615
DTACM$10,326
DTPCM$14,286
__________________
*Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed to Board members for attending Board meetings.
**Represents the number of separate portfolios comprising the investment companies in the Fund Complex, including the Funds, for which the Board member served in 2012.
***Emeritus Board member.

Independent Auditors' Fees
Set forth below for each Fund's last two fiscal years are the amounts billed to the Fund (or, in the case of (v), Service Affiliates (as defined below)) by the Fund's independent auditors for (i) services rendered for the audit of the Fund's annual financial statements or services that are normally provided by the independent auditors in connection with the statutory and regulatory filings or engagements for each of the last two fiscal years ("Audit Fees"); (ii) assurance and related services by the independent auditors that reasonably related to the performance of the audit of the Fund's financial statements, which are not reported under Audit Fees and which consisted of one or more of the following:  (a) security counts required by Rule 17f-2 under the 1940 Act, (b) advisory services as to the accounting or disclosure treatment of Fund transactions or events and (c) advisory services as to the accounting or disclosure treatment of the actual or potential impact to the Fund of final or proposed rules, standards or interpretations by the SEC, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies ("Audit-Related Fees"); (iii) professional services rendered for tax compliance, tax planning and tax advice, which consisted of review or preparation of U.S. federal, state, local and excise tax returns ("Tax Fees"); (iv) other products and services provided ("All Other Fees"); and (v) non-audit services provided to the Fund and Service Affiliates ("Aggregate Non-Audit Fees").
Name of Fund
Fiscal Year Ended
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Aggregate Non-Audit Fees*
       
CSF2012$61,714$24,000$5,865$275$0
 2013$63,188$12,000$6,586$0$200,000
       
DCM2012$30,857$6,000$3,508$10,160$0
 2013$31,594$6,000$3,778$312$200,000
       
DGCMF2012$61,714$12,000$7,017$7,870$0
 2013$63,188$12,000$7,555$7,555$200,000
       
ICAF2012$30,857$12,000$2,933$13,037$0
 2013$31,594$6,000$3,293$0$200,000
       
IPMMF2012$61,714$12,000$5,850$4,304$0
 2013$63,188$12,000$7,127$12$200,000
       
IRF2011$90,936$36,000$10,525$2,579$0
 2012$92,571$18,000$10,002$102$200,000
       
DIGF2011$107,460$18,000$10,902$510$0
 2012$111,222$18,000$8,903$2,768$3,213
       
DIP2011$122,048$62,774$14,033$208$0
 2012$123,428$36,431$13,336$12$200,000
       
DLA2011$30,312$12,000$3,508$1,383$0
 2012$30,857$6,000$3,334$4,238$200,000
       
DMCMP2012$30,857$6,000$3,508$287$0
 2013$31,594$6,000$3,778$8$200,000
       
DNYMCM2012$30,857$6,000$3,508$240$0
 2013$31,594$6,000$3,778$21$200,000
       
DOF2011$30,312$6,000$2,731$11$0
 2012$30,857$12,000$3,331$89$200,000
       
PSIMBF2012$31,401$6,000$2,403$15$0
 2013$32,149$6,000$3,563$339$200,000
       
SIGF2011$35,820$6,000$2,460$55$0
 2012$37,074$12,000$4,382$351$200,000
       
DTECMF2012$92,571$18,000$9,656$1,106$0
 2013$94,782$18,000$11,333$45$200,000
       
DTACM2012$30,857$6,000$3,508$4,243$0
 2013$31,594$6,000$3,778$201$200,000
       
DTPCM2012$30,857$6,000$3,508$6,416$0
 2013$31,594$6,000$3,778$2,052$200,000
       
WDMMF2011$30,212$6,000$2,742$135$0
 2012$30,857$6,000$3,538$2,267$200,000
       
DF2011$30,312$30,264$3,508$356$0
 2012$30,857$23,570$3,334$2,980$200,000
       
DSRGF2011$30,312$15,693$3,508$78$0
 2012$30,857$9,508$3,334$9$200,000
DTCF2012
 
$30,857
 
$12,000
 
$3,455
 
$939
 
$0
 2013$31,594$6,000$3,040$0$200,000
______________
*     For Service Affiliates (i.e., Dreyfus and any entity controlling, controlled by or under common control with Dreyfus that provides ongoing services to the Fund), none of such fees required pre-approval by the Audit Committee.
Note:  None of the Audit-Related Fees, Tax Fees or All Other Fees referenced above were performed pursuant to waiver of pre-approval by a Fund's Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.  None of the hours expended on the independent auditors' engagement to audit a Fund's financial statements for the most recent fiscal year were attributed to work performed by persons other than the independent auditors' full-time, permanent employees.

Audit Committee Pre-Approval Policies and Procedures. Each Fund's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the independent auditors' engagements for audit and non-audit services to the Fund and non-audit services to Service Affiliates without specific case-by-case consideration.  The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services.  Pre-approval considerations include whether the proposed services are compatible with maintaining the independent auditors' independence.  Pre-approvals pursuant to the Policy are considered annually.

Independent Auditor Independence.  Each Fund's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which did not require pre-approval is compatible with maintaining the independent auditors' independence.
Part II

Part II sets forth information relevant to the officers of each Fund.
Name (Year of Birth)
Position with the Funds (Since)1
Principal Occupation During Past 5 Years
Bradley J. Skapyak (1958)
President (2010)
Chief Operating Officer and a director of Dreyfus since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of Dreyfus and the transfer agent of the Funds, since May 2011, and Executive Vice President of the Distributor since June 2007.  From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of Dreyfus.  He is an officer of 68 investment companies (comprised of 140 portfolios) managed by Dreyfus.  He has been an employee of Dreyfus since February 1988.
J. Charles Cardona2 (1955)
Executive Vice President (2002)
President and a director of Dreyfus, Executive Vice President of the Distributor, President of Dreyfus Institutional Services Division, and an officer of 12 investment companies (comprised of 19 portfolios) managed by Dreyfus.
James Windels3 (1958)
Treasurer (2001)
Director – Mutual Fund Accounting of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
John Pak (1968)
Chief Legal Officer (2013)
Chief Legal Officer of Dreyfus and Associate General Counsel and Managing Director of BNY Mellon since August 2012.  From March 2005 to July 2012, Mr. Pak was Managing Director of Deutsche Bank, Deputy Global Head of Deutsche Asset Management Legal and Regional Head of Deutsche Asset Management Americas Legal.  He is an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Janette E. Farragher (1962)
Vice President and Secretary (2011)
Assistant General Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Kiesha Astwood (1973)
Vice President and Assistant Secretary (2010)
Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
James Bitetto (1966)
Vice President and Assistant Secretary (2005)
Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Joni Lacks Charatan (1955)
Vice President and Assistant Secretary (2005)
Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Joseph M. Chioffi (1961)
Vice President and Assistant Secretary (2005)
Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
John B. Hammalian (1963)
Vice President and Assistant Secretary (2005)
Senior Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Robert M. Mullery (1952)
Vice President and Assistant Secretary (2005)
Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Jeff S. Prusnofsky (1965)
Vice President and Assistant Secretary (2005)
Senior Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Richard S. Cassaro (1959)
Assistant Treasurer (2008)
Senior Accounting Manager – Money Market and Municipal Bond Funds of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Gavin C. Reilly (1968)
Assistant Treasurer (2005)
Tax Manager of the Investment Accounting and Support Department
 of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Robert S. Robol4 (1964)
Assistant Treasurer (2005)
Senior Accounting Manager – Fixed Income Funds of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Robert Salviolo (1967)
Assistant Treasurer (2007)
Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Robert Svagna5 (1967)
Assistant Treasurer (2002)
Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 69 investment companies (comprised of 165 portfolios) managed by Dreyfus.
Matthew D. Connolly (1972)
Anti-Money Laundering Compliance Officer (2012)
Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, Citi Global Wealth Management.  He is an officer of 64 investment companies (comprised of 160 portfolios) managed by Dreyfus.
Joseph W. Connolly (1957)
Chief Compliance Officer (2004)
Chief Compliance Officer of Dreyfus and The Dreyfus Family of Funds (69 investment companies, comprised of 165 portfolios).
_______________________
1With respect to IRF, each officer has held his or her respective position with the Fund since 2008, except for Bradley Skapyak and Matthew Connolly and Mmes. Farragher and Astwood, whose dates are as shown above.
2Mr. Cardona is an officer with respect to CSF, DCM, DGCMF, ICAF, IPMMF, IRF, DMCMP, DNYMCM, DTECMF, DTACM and DTPCM only.
3With respect to ICAF, Mr. Windels has held the position with the Fund since 2002.
4Mr. Robol has held this position since 2002 with respect to DLA and DF, 2003 with respect to DICAF and WDMMF, and 2005 with respect to DTCF, DOF, SIGF, DF, DIGF IPMMF and PSIMBF.
5Mr. Svagna has held this position since 2002 with respect to DOF, PSIMBF, DTCF and DF, and 2005 with respect to WDMMF, IPMMF, DIGF, DLA and SIGF.

The address of each officer of the Funds is 200 Park Avenue, New York, New York 10166.
Part III
Part III sets forth information about ownership of Fund shares by Nominees, current Board members and Fund officers.  As of September 3, 2013, the following Nominees, current Board members and officers owned shares in the Funds as indicated below.  As of September 3, 2013, each Fund's current Board members and officers, as a group, owned less than 1% of the Fund's outstanding shares.
Name of Board Member,
Nominee or Officer
Fund
Amount of
Beneficial Ownership
Joseph W. ConnollyDLA-Class 192,131.280
Janette E. FarragherWDMMF13,666.970
Whitney I. GerardDF801.357
Whitney I. GerardDLA-Class 1197,077.950
Whitney I. GerardWDMMF5,459.450
George L. PerryDF10,404.794
James WindelsDF3.000
James WindelsWDMMF2,668.400
EXHIBIT B
THE DREYFUS FAMILY OF FUNDS

Nominating Committee Charter and Procedures

ORGANIZATION
The Nominating Committee (the "Committee") of each fund in the Founders Growth Portfolio (the "Portfolio"), a seriesDreyfus Family of Dreyfus Investment Portfolios (theFunds (each, the "Fund"), a trust organized and existing under the laws shall be composed solely of Directors/Trustees ("Directors") who are not "interested persons" of the CommonwealthFund as defined in Section 2(a)(19) of Massachusetts, registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), is intended to accomplish the complete liquidation and dissolution ("Independent Directors").  The Board of Directors of the Portfolio in conformity withFund (the "Board") shall select the provisionsmembers of the Fund's AmendedCommittee and Restated Agreement and Declaration of Trust, dated February 27, 1998 (the "Declaration of Trust"), and applicable Massachusetts law.

           WHEREAS,shall designate the Fund's Board of Trustees (the "Board"), including a majority of those Trustees who are not "interested persons" (as defined in the 1940 Act), has deemed that it is advisable and in the best interestsChairperson of the PortfolioCommittee.

RESPONSIBILITIES
The Committee shall select 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 callednominate persons for the purpose of voting upon the Plan. Approval of the Plan is to be determined by the affirmative vote of a majority of the Portfolio's shares outstanding and entitled to vote on the Plan. The date of such adoption and approval of the Plan by shareholders is hereinafter called the "Effective Date."

           2.       Dissolution. Consistent with the provisions of this Plan, the Portfolio shall be liquidated and dissolved pursuant to applicable provisions of Massachusetts law and the Declaration of Trust within a reasonable period of time after the Effective Date.

           3.       Cessation of Business. After the Effective Date, the Portfolio shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of this Plan after the payment (or reservation of assets for payment) to all creditors of the Portfolio; provided that the Portfolio shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriateelection or appointment by the Board permit additional investmentsas Directors of the Fund.

EVALUATION OF POTENTIAL NOMINEES
The Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in Portfolio sharesorder to exercise effective business judgment in the performance of their duties.  In evaluating potential Director nominees (including any nominees recommended by existing shareholders make paymentas provided below) in light of dividendsthis standard, and to address certain legal and other distributions to shareholdersrequirements and permit the reinvestment thereof in additional shares.

           4.       Liquidation of Assets. The Portfolio shall cause the liquidation of its assets to cash, consistentconsiderations associated with the terms of the Plan.

           5.       Payment of Debts. As soon as practicable after the Effective Date, the Portfolio shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below.

           6.       Liquidating Distribution. Within 60 days of the Effective Date, the Portfolio will provide the following to each shareholder of record who has not redeemed its shares: (i) a liquidating distribution equal to the shareholder's proportionate interest in the remaining assets of the Portfolio (after the payments and creation of the reserves contemplated by Section 5 above); and (ii) information concerning the sources of the liquidating distribution.

           7.       Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Portfolio and The Dreyfus Corporation, the Portfolio's investment adviser, all expenses incurred by or allocable to the Portfolio in carrying out the Plan and dissolving the Portfolio, excluding the cost (if any) of liquidating portfolio investments in preparation for and in connection with the liquidation, shall be borne by The Dreyfus Corporation.

           8.       Power of the Board. The Board and, subject to the general directioncomposition of the Board, the officersCommittee shall consider, among other factors it may deem relevant:

·the character and integrity of the person;
·whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund;
·whether or not the person has any relationships that might impair his or her service on the Board;
·whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding the number and percentage of Independent Directors on the Board;
·whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related fund complexes;
·whether or not the person is willing to serve and is willing and able to commit the time necessary for the performance of the duties and responsibilities of a Director of the Fund; and
·
the educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.
In addition, the Committee may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes.  Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations.

While the Committee is solely responsible for the selection and nomination of Directors, the Committee may consider nominees recommended by Fund shareholders.  The Committee will consider recommendations for nominees from shareholders sent to the Secretary of the Fund, shall have authorityc/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 7th Floor East, New York, New York  10166.  A nomination submission must include all information relating to dothe recommended nominee that is required to be disclosed in solicitations or authorize any and all acts and thingsproxy statements for the election of Directors, as provided for inwell as information sufficient to evaluate the Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposesfactors listed above.  Nomination submissions must be accompanied by a written consent of the Plan, including without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriateindividual to implement the Plan or which may be requiredstand for election if nominated by the provisionsBoard and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.
NOMINATION OF DIRECTORS
After a determination by the Committee that a person should be selected and nominated as a Director of the 1940 Act,Fund, the Securities ActCommittee shall present its recommendation to the full Board for its consideration.
REVIEW OF CHARTER AND PROCEDURES
The Committee shall review the charter and procedures from time to time, as it considers appropriate.

Adopted:  2010
 Important Notice Regarding the
Availability of Proxy Materials for the Special Meetings of Shareholders
to be held on December 6, 2013:
The Notice of Special Meetings of Shareholders, the Proxy Statement and copies of each Fund's most recent annual and, if applicable, semi-annual reports to shareholders are available at
www.dreyfus.com/proxyinfo.

CITIZENSSELECT FUNDS
DREYFUS INSTITUTIONAL CASH ADVANTAGE FUNDS
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUNDS
DREYFUS INSTITUTIONAL RESERVES FUNDS
DREYFUS INVESTMENT PORTFOLIOS
DREYFUS OPPORTUNITY FUNDS


The undersigned shareholder(s) of 1933, as amended,____________________ (the "Fund"), hereby appoint(s) Robert R. Mullery and applicable Massachusetts lawKiesha Astwood, and each of them, the Declaration of Trust.

           9.       Amendmentattorneys and proxies of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisionsundersigned, with full power of the Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the dissolution, complete liquidation and termination of the existence of the Portfolio, and the distribution of assets to shareholders in accordance with the purposes intended to be accomplished by the Plan.

DREYFUS INVESTMENT 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 Companysubstitution, to vote, as indicated herein, all of the shares of beneficial interestthe Fund standing in the name of the Founders Growth Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held in each separate account attributable to the Policiesundersigned at the close of business on February 12, 2007October 11, 2013, at athe Special MeetingMeetings of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 10:00 a.m., on Wednesday, April 4, 2007, at 2:00 p.m.December 6, 2013 and at any and all adjournments thereof, with all of the powers the undersigned possesseswould possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.

IF

THIS VOTING INSTRUCTION CARDPROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR" THE APPROVAL OF THE PROPOSAL. If you fail to return this Voting Instruction Card, the Participating Insurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Portfolio actually received from Policyowners in the separate account.

By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.

Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.

Dated:________________, 2007

__________________________
Signature(s)

__________________________
Signature(s)

Sign, Date and Return this Form
Promptly Using the
Enclosed Envelope


FOLD AND DETACH HERE

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

VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OFBY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.


PLEASE SIGN AND DATE ON THE REVERSE SIDE

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY  11735

THREE EASY WAYS TO VOTE YOUR PROXY
To vote by Internet
1)Read the Proxy Statement and have the proxy card below at hand.
2)
Go to website www.proxyvote.com.
3)Follow the instructions provided on the website.
To vote by Telephone
1)Read the Proxy Statement and have the proxy card below at hand.
2)
Call 1-877-907-7646.
3)Follow the instructions.
To vote by Mail
1)Read the Proxy Statement.
2)Check the appropriate boxes on the proxy card below.
3)Sign and date the proxy card.
4)Return the proxy card in the postage-paid envelope provided.

If you are NOT

voting by Telephone or Internet, Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:    x
-------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
1.     Election of Board Members:
For all Nominees /_/Withhold Authority /_/Withhold Authority /_/
 1.only for those Nominee(s)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                       |_|   ABSTAINfor all Nominees

 2.whose name(s) I have writtenIn their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournments thereof.
below
Nominees for Election are:  Isabel P. Dunst, Robin A. Melvin and Roslyn M. Watson.
__________________________________________________________________
2.     In their discretion, to vote on such other matters as may properly come before the meeting and any adjournments thereof.

Important Notice Regarding the
Availability of Proxy Materials for the Special Meetings of Shareholders
to be held on December 6, 2013:
The Notice of Special Meetings of Shareholders, the Proxy Statement and copies of each Fund's most recent annual and, if applicable, semi-annual reports to shareholders are available at
www.dreyfus.com/proxyinfo.

DREYFUS INVESTMENT PORTFOLIOS
FOUNDERSGRADE FUNDS, INC.
DREYFUS LIQUID ASSETS, INC.
DREYFUS PREMIER SHORT-INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS SHORT-INTERMEDIATE GOVERNMENT FUND
DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
THE DREYFUS FUND INCORPORATED
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH PORTFOLIOFUND
THE DREYFUS THIRD CENTURY FUND, INC.


The undersigned shareholder(s) of ____________________ (the "Fund"), hereby appoints Joseph M. Chioffiappoint(s) Robert R. Mullery and Jeff Prusnofsky,Kiesha Astwood, 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 interestthe Fund standing in the name of the Founders Growth Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), heldundersigned at the close of business on February 12, 2007,October 11, 2013, at athe Special MeetingMeetings of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 10:00 a.m., on Wednesday, April 4, 2007, at 2:00 p.m.December 6, 2013 and at any and all adjournments thereof, with all of the powers the undersigned possesseswould possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.

By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.

Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.

Dated:________________, 2007

__________________________
Signature(s)

__________________________
Signature(s)

Sign, Date and Return this Form
Promptly Using the
Enclosed Envelope


FOLD AND DETACH HERE

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

VOTING INSTRUCTIONS ARE BEING

THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.

PLEASE SIGN AND DATE ON THE REVERSE SIDE

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY  11735

THREE EASY WAYS TO VOTE YOUR PROXY
To vote by Internet
1)Read the Proxy Statement and have the proxy card below at hand.
2)
Go to website www.proxyvote.com.
3)Follow the instructions provided on the website.
To vote by Telephone
1)Read the Proxy Statement and have the proxy card below at hand.
2)
Call 1-877-907-7646.
3)Follow the instructions.
To vote by Mail
1)Read the Proxy Statement.
2)Check the appropriate boxes on the proxy card below.
3)Sign and date the proxy card.
4)Return the proxy card in the postage-paid envelope provided.
If you are NOT

voting by Telephone or Internet, Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:    x
-------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

1.     Election of Board Members:
For all Nominees /_/Withhold Authority /_/Withhold Authority /_/
 1.only for those Nominee(s)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                       |_|   ABSTAINfor all Nominees

 2.whose name(s) I have written
below
Nominees for Election are: Gordon J. Davis, Isabel P. Dunst, Robin A. Melvin and Roslyn M. Watson.
__________________________________________________________________
2.     In their discretion, the proxies are authorized to vote uponon such other businessmatters as may properly come before the meeting orand any adjournments thereof.
Important Notice Regarding the
Availability of Proxy Materials for the Special Meetings of Shareholders
to be held on December 6, 2013:
The Notice of Special Meetings of Shareholders, the Proxy Statement and copies of each Fund's most recent annual and, if applicable, semi-annual reports to shareholders are available at
www.dreyfus.com/proxyinfo.

[PARTICIPATING INSURANCE COMPANY LOGO]

DREYFUS CASH MANAGEMENT
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS TAX EXEMPT CASH MANAGEMENT FUNDS
DREYFUS TREASURY & AGENCY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT

____________, 2007

Dear Policyowner:

We would like to take this opportunity to inform you


The undersigned shareholder(s) of the proposed liquidation of the Founders Growth Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios____________________ (the "Fund"), hereby appoint(s) Robert R. Mullery and Kiesha Astwood, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to request your voting instructions on this matter. Asvote, as indicated herein, all of the ownershares of a variable annuity contract or variable life insurance policy issued by [Participating Insurance Company] who has investedthe Fund standing 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 liquidationname 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 ofundersigned at 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 onOctober 11, 2013, at the Special Meeting of Shareholders.

From the date of this letter until 30 days after the date of liquidation, you will be permitted to make one free transfer of the entire variable contract/policy value that you have invested in the Portfolio to other investment funds available under your variable contract/policy. Any limitations on transfers under your variable contract/policy will not be affected by this free transfer. To assist you in giving us your transfer instructions, a Transfer Instruction Card is enclosed. Please note that you also may make your transfer on our website, www.___________.com, or by calling 1-800-___-____.

If the Portfolio is liquidated and you have not transferred your variable contract/policy value out of the Portfolio by the date of the liquidation, your contract/policy value invested in shares of the Portfolio will be transferred automatically to the subaccount that invests in _________.

YOUR VOTING INSTRUCTIONS ARE IMPORTANT. Please read the enclosed proxy materials and complete, date and sign the enclosed Voting Instruction Card. It is also important that you consider using your free transfer right to transfer your variable contract/policy value out of the Portfolio prior to the date of the liquidation.PLEASE ALSO PROVIDE US WITH YOUR TRANSFER INSTRUCTIONS. If you have any questions regarding this matter, please call 1-800-___-____ for assistance. We look forward to assisting you in your insurance and investment needs in 2007 and beyond.

Sincerely,

[Participating Insurance Company]

DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS INTERNATIONAL EQUITY PORTFOLIO


Notice of Special Meeting of Shareholders


To the owners of variable annuity contracts and variable life insurance policies entitled to give voting instructions:

           A Special MeetingMeetings of Shareholders of the Founders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios, willto 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 2:3000 p.m., for the following purposes:

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

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

           Shares of the Portfolio are offered only to separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (collectively referred to as the "Policies"). Portfolio shares held in separate accounts which are attributable to the Policies will be voted by the respective insurance company in accordance with instructions received from the owners of the Policies ("Policyowners").

           This Notice of Special Meeting of Shareholders and the accompanying proxy statement and voting instruction form are being delivered to Policyowners of record at the close of business on February 12, 2007 so that they may instruct their insurance company as to the manner in which the Portfolio shares held by their Policies should be voted at the meeting.Your vote is important. Please complete, date and sign the enclosed voting instruction form and return it promptly in the enclosed postage prepaid envelope.

By Order of the Board of Trustees

Michael A. Rosenberg
Secretary

New York, New York
February 16, 2007

DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS INTERNATIONAL EQUITY PORTFOLIO

PROXY STATEMENT

Special Meeting of Shareholders
to be held on Wednesday, April 4, 2007

           This proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees of Dreyfus Investment Portfolios (the "Fund"), on behalf of its series, Founders International Equity Portfolio (the "Portfolio"), to be used at the Special Meeting of Shareholders (the "Meeting") of the Portfolio to be held on Wednesday, April 4, 2007 at 2:30 p.m., at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders.

           Shares of the Portfolio are offered only to separate accounts established by insurance companies ("Participating Insurance Companies") to fund variable annuity contracts and variable life insurance policies (collectively referred to as the "Policies"). The Participating Insurance Company's separate accounts are the shareholders of the Portfolio. However, pursuant to applicable laws, Portfolio shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies ("Policyowners"). As a Policyowner of record at the close of business on February 12, 2007, you have the right to instruct your Participating Insurance Company as to the manner in which shares of the Portfolio attributable to your Policy should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. To be effective, voting instructions must be received by the Participating Insurance Company before the close of business on April 3, 2007 (the "Effective Time"). Such instructions may be revoked at any time prior to the Effective Time by written notice of revocation or another voting instruction form delivered to the Participating Insurance Company.

           Shareholders are entitled to one vote for each Portfolio share held and a fractional vote for each fractional Portfolio share held. Holders of Initial shares and Service shares will vote together as a group on the proposal. As of February 8, 2007, 484,829.785 Initial shares and 116,308.961 Service shares of the Portfolio's beneficial interests were issued and outstanding.

           Participating Insurance Companies will vote Portfolio shares attributable to Policies as to which no executed voting instruction forms are received by the Effective Time, as well as Portfolio shares not attributable to Policies (e.g., representing accrued fees payable to the relevant Participating Insurance Company by the separate account) or owned exclusively by the Participating Insurance Company or its affiliates, in the same proportion (for, against or abstain) as the voting instructions timely received from Policyowners. Additional information regarding voting instruction rights is provided in the prospectus and/or statement of additional information for the Policies.

           The approximate mailing date of this proxy statement and the accompanying voting instruction card is February 21, 2007. The Fund's principal executive offices are located at 200 Park Avenue, New York, New York 10166, and its phone number is 1-800-554-4611.Copies of the Portfolio's most recent Annual Report is available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, Attention: Institutional Servicing, or by calling toll-free 1-800-554-4611.

PROPOSAL 1: TO APPROVE A PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO WHICH THE PORTFOLIO'S ASSETS WILL BELIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERS

Introduction

           On February 16, 2007, the Fund's Board of Trustees, including a majority of Trustees who are not "interested persons" of the Fund, as defined by the Investment Company Act of 1940, as amended (the "1940 Act"), approved a Plan of Liquidation and Dissolution (the "Plan") in the form attached to this proxy statement. The Plan provides for the liquidation of the Portfolio's assets and the distribution to shareholders of the cash proceeds of the liquidation after paying or providing for the payment of all debts and liabilities of the Portfolio. The Fund's Board has directed that the Plan be submitted to Portfolio shareholders for approval.

           The Portfolio commenced operations on September 30, 1998, and, as of January 12, 2007, had total assets of approximately $12.0 million. The Portfolio has not achieved the asset growth expected by Dreyfus, the Portfolio's investment adviser, at the time the Portfolio commenced operations and Dreyfus believes it is unlikely that the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio's asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements by Dreyfus) relative to total assets. In addition, because of certain inefficiencies, the higher relative costs and disadvantageous economies of scale attendant with the Portfolio's asset base, Dreyfus and the Fund's Board have concluded that it would be in the best interests of the Portfolio and its shareholders and Policyowners to liquidate the Portfolio.

Board Consideration

           In reaching its decision to approve the Plan and to submit it to shareholders for their approval, the Fund's Board considered the circumstances facing the Portfolio. The Board considered information provided by Dreyfus after management of Dreyfus reviewed the funds in the Dreyfus Family of Funds and concluded that it would be appropriate to reduce the number of smaller and less efficient funds and recommended to the Board that the Portfolio be liquidated. The Board considered, among other factors, the following: (i) the Portfolio's failure to attain relative asset growth needed to achieve efficient investment operations in the view of management; (ii) the Portfolio's limited prospects for future growth; (iii) the understanding that Participating Insurance Companies will permit their Policyowners to make their own decisions regarding reinvestment of their Policy values allocated to the Portfolio through the transfer instruction process; and (iv) the fact that the consummation of the liquidation as proposed willnot create any federal income tax liability for Policyowners.

           Furthermore, the Fund's Board concluded that the Plan was more appropriate than a merger of the Portfolio into a designated fund since Policyowners will be able to provide individualized instructions as to the transfer of the Portfolio's liquidated assets into another investment option available from their Participating Insurance Company, without adverse tax consequences to them.

           After careful consideration of these and other relevant factors, the Fund's Board concluded that approval of the Plan was in the best interests of shareholders and Policyowners and directed that the Plan be submitted to shareholders of the Portfolio for approval. The Fund is not required to seek federal or state regulatory approval of the Plan or the liquidation of the Portfolio.

Description of the Plan and the Liquidation

           The Plan will become effective on the date it is approved by shareholders of the Portfolio (the "Effective Date"). Within a reasonable period of time after the Effective Date, the Portfolio will convert all of its assets to cash and will not engage in any business activity except for the purpose of winding up its business and affairs and preserving the value of its assets. On or about April 30, 2007, but not later than sixty days after the Effective Date, the Portfolio will distribute its assets to shareholders, after the payment (or reservation of assets for payment) to all creditors of the Portfolio, in redemption and cancellation of the outstanding shares of the Portfolio. Before making the final liquidating distribution, however, the Portfolio will continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Fund's Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares.

           The date on which the Portfolio makes the liquidating distribution of its assets to shareholders and redeems and cancels its outstanding shares will be known as the "Liquidation Date." The proportionate interest of each shareholder in the assets of the Portfolio will be fixed on the basis of the shareholder's respective holdings as of the close of business on the Liquidation Date. On such date, the books of the Portfolio will be closed and the Portfolio will cease operations and will not engage in any business activities except for purposes of winding up its business and affairs.

           The Fund's Board has been advised by each Participating Insurance Company that, in order to avoid the potential of current taxation of a distribution, prior to or immediately following the distribution of liquidation proceeds to shareholders, the Participating Insurance Company will reinvest the redemption or cash proceeds distributed to its separate account by transferring the proceeds from the subaccount that held Portfolio shares to other subaccounts pursuant to transfer instructions timely received from Policyowners. For Policies as to which the Policyowners have not provided timely transfer instructions, the Participating Insurance Company will transfer the value of their Policies to a money market fund designated by the Participating Insurance Company. Transfer instructions and information as to the investment options will be provided by your Participating Insurance Company.

           Dreyfus will bear all expenses incurred in connection with carrying out the Plan, including legal and auditing expenses and printing, mailing, solicitation and miscellaneous expenses arising from the liquidation, but excluding the cost of liquidating portfolio investments (e.g., brokerage commissions and other transaction expenses) in preparation for and in connection with the Portfolio's liquidation. Normal operating expenses of the Portfolio will be borne by the Portfolio in the same manner as such expenses would have been borne absent a liquidation.

           The Plan also provides that the Fund's Board shall have the authority to authorize such variations from, or amendments to, the provisions of the Plan as may be necessary or appropriate to effect the complete liquidation and dissolution of the Portfolio, as well as the other purposes generally to be accomplished by the Plan.

           If shareholders of the Portfolio fail to approve the Plan, the Portfolio will not be liquidated and will continue to operate and be managed in accordance with its investment objective and policies as currently in effect. However, in such case, the Fund's Board would determine what alternative action, if any, should be taken.

Vote Required and Board of Trustees' Recommendation

           Approval of this proposal requires the affirmative vote of a majority of the Portfolio's shares outstanding and entitled to vote.

THE FUND'S BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"APPROVAL OF THE PLAN

ADDITIONAL INFORMATION

Information Pertaining to the Investment Adviser and Distributor

           Dreyfus, the Portfolio's investment adviser, is located at 200 Park Avenue, New York, New York 10166, and is a wholly-owned subsidiary of Mellon Financial Corporation ("Mellon Financial"). Founded in 1947, Dreyfus manages more than $191 billion in approximately 200 mutual fund portfolios.

           On December 4, 2006, Mellon Financial and The Bank of New York Company, Inc. ("BNY") announced that they had entered into a definitive agreement to merge. The new company will be called The Bank of New York Mellon Corporation. As part of this transaction, Dreyfus would become a wholly-owned subsidiary of The Bank of New York Mellon Corporation. The transaction is subject to certain regulatory approvals and the approval of BNY's and Mellon Financial's shareholders, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Mellon Financial and BNY expect the transaction to be completed in the third quarter of 2007.

           Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the Portfolio's distributor.

Voting Information

           Voting instructions are being solicited by the Participating Insurance Companies by mail. In addition to the use of the mails, voting instructions may be solicited personally or by telephone by representatives of the Participating Insurance Companies. Participating Insurance Companies may be paid for their expenses in sending soliciting materials to their Policyowners. An outside firm may be retained to assist in the solicitation of voting instructions, primarily by contacting Policyowners by telephone.

           Shares represented by executed and unrevoked voting instruction forms will be voted in accordance with the specification made thereon, and if no voting instructions are given on such voting instruction forms, the shares will be voted "FOR" the proposal. If a voting instruction form is properly executed and returned accompanied by instructions to withhold authority to vote, or is marked with an abstention (collectively, "abstentions"), the Portfolio shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote in favor of the proposal. For this reason, abstentions will have the effect of a "no" vote for the purpose of obtaining the requisite vote to approve the proposal.

           A quorum is constituted by the presence in person or by proxy of the holders of at least thirty percent of the Portfolio's outstanding shares entitled to vote at the Meeting. Because the Participating Insurance Companies hold of record all of the Portfolio's shares, it is anticipated that all such shares will be present at the Meeting.

           In the event sufficient votes to approve the proposal are not received, the Participating Insurance Companies may propose one or more adjournments of the Meeting to permit further solicitation of voting instructions. Any adjournment will require the affirmative vote by the holders of a majority of the Portfolio's shares eligible to vote that are represented at the Meeting in person or by proxy. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Policyowners with respect to the reasons for the solicitation. Generally, votes cast "for" the proposal will be voted in favor of such adjournment, and votes cast "against" the proposal will be voted against any adjournment (abstentions will be voted for or against adjournment in proportion to the shares voted "for" or "against" the proposal).

Portfolio Share Ownership

           As of February 8, 2007, none of the Fund's Trustees and officers owned Portfolio shares.

           As of February 8, 2007, the following Participating Insurance Companies were known by the Fund to own 5% or more of the Portfolio's outstanding voting securities. Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of a fund's total outstanding shares may be deemed a "control person" (as defined in the 1940 Act) of the fund.

Name and Address
              of Participating Insurance Company              
Percent of
Portfolio
Shares Outstanding
TransAmerica Occidental Life
    Insurance Company
Separate Account VA-2L
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
87.45%
(Initial shares)
100.00%
(Service shares)
First TransAmerica Life
    Insurance Company
Separate Account VA-2LNY
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
12.55%
(Initial shares)

           The proportionate voting policy described in this proxy statement may result in certain Policyowners' instructions affecting the vote of 5% or more of the Portfolio's total outstanding shares. These particular Policyowners and the percentage of votes which their instructions may affect will depend upon the number of shares attributable to Policyowners that provide instructions and to Policyowners that do not.

*     *     *     *     *

Other Matters

           The Fund's Board is not aware of any other matter which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the proxies in accordance with their judgment on such matter.

           The Fund does not hold regular shareholders meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders meeting subsequent to this meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.

IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE, POLICYOWNERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED STAMPED ENVELOPE.

Dated: February 16, 2007

EXHIBIT A

PLAN OF LIQUIDATION AND DISSOLUTION

           The following Plan of Liquidation and Dissolution (the "Plan") of the Founders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), a trust organized and existing under the laws of the Commonwealth of Massachusetts, registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), is intended to accomplish the complete liquidation and dissolution of the Portfolio in conformity with the provisions of the Fund's Amended and Restated Agreement and Declaration of Trust, dated February 27, 1998 (the "Declaration of Trust"), and applicable Massachusetts law.

           WHEREAS, the Fund's Board of Trustees (the "Board"), including a majority of those Trustees who are not "interested persons" (as defined in the 1940 Act), has deemed that it is advisable and in the best interests of the Portfolio and its shareholders to liquidate and to dissolve the Portfolio, and the Board, on February 16, 2007, considered the matter and determined to recommend the termination of the Portfolio pursuant to this Plan;

           NOW, THEREFORE, the liquidation and dissolution of the Portfolio shall be carried out in the manner hereinafter set forth:

           1.       Effective Date of Plan. The Plan shall be and become effective only upon the adoption and approval of the Plan at a meeting of shareholders of the Portfolio called for the purpose of voting upon the Plan. Approval of the Plan is to be determined by the affirmative vote of a majority of the Portfolio's shares outstanding and entitled to vote on the Plan. The date of such adoption and approval of the Plan by shareholders is hereinafter called the "Effective Date."

           2.       Dissolution. Consistent with the provisions of this Plan, the Portfolio shall be liquidated and dissolved pursuant to applicable provisions of Massachusetts law and the Declaration of Trust within a reasonable period of time after the Effective Date.

           3.       Cessation of Business. After the Effective Date, the Portfolio shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of this Plan after the payment (or reservation of assets for payment) to all creditors of the Portfolio; provided that the Portfolio shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Board, permit additional investments in Portfolio shares by existing shareholders, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares.

           4.       Liquidation of Assets. The Portfolio shall cause the liquidation of its assets to cash, consistent with the terms of the Plan.

           5.       Payment of Debts. As soon as practicable after the Effective Date, the Portfolio shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Portfolio incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6, below.

           6.       Liquidating Distribution. Within 60 days of the Effective Date, the Portfolio will provide the following to each shareholder of record who has not redeemed its shares: (i) a liquidating distribution equal to the shareholder's proportionate interest in the remaining assets of the Portfolio (after the payments and creation of the reserves contemplated by Section 5 above); and (ii) information concerning the sources of the liquidating distribution.

           7.       Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Portfolio and The Dreyfus Corporation, the Portfolio's investment adviser, all expenses incurred by or allocable to the Portfolio in carrying out the Plan and dissolving the Portfolio, excluding the cost (if any) of liquidating portfolio investments in preparation for and in connection with the liquidation, shall be borne by The Dreyfus Corporation.

           8.       Power of the Board. The Board and, subject to the general direction of the Board, the officers of the Fund, shall have authority to do or authorize any and all acts and things as provided for in the Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of the Plan, including without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement the Plan or which may be required by the provisions of the 1940 Act, the Securities Act of 1933, as amended, and applicable Massachusetts law and the Declaration of Trust.

           9.       Amendment of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisions of the Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the dissolution, complete liquidation and termination of the existence of the Portfolio, and the distribution of assets to shareholders in accordance with the purposes intended to be accomplished by the Plan.

DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS INTERNATIONAL EQUITY PORTFOLIO

[PARTICIPATING INSURANCE COMPANY]

           The undersigned owner of one or more variable annuity contracts or variable life insurance policies (collectively, the "Policies") offered by the indicated insurance company (the "Participating Insurance Company") hereby instructs the Participating Insurance Company to vote as indicated herein all of the shares of beneficial interest of the Founders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held in each separate account attributable to the Policies at the close of business on February 12, 2007 at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Wednesday, April 4, 2007, at 2:30 p.m.2013 and at any and all adjournments thereof, with all of the powers the undersigned possesseswould possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the meeting.

IF

THIS VOTING INSTRUCTION CARDPROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR" THE APPROVAL OF THE PROPOSAL. If you fail to return this Voting Instruction Card, the Participating Insurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Portfolio actually received from Policyowners in the separate account.

By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.

Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.

Dated:________________, 2007

__________________________
Signature(s)

__________________________
Signature(s)

Sign, Date and Return this Form
Promptly Using the
Enclosed Envelope


FOLD AND DETACH HERE

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

VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED.

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

|_|  FOR                       |_|  AGAINST                       |_|  ABSTAIN

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

DREYFUS INVESTMENT PORTFOLIOS
FOUNDERS INTERNATIONAL EQUITYPORTFOLIO

           The undersigned hereby appoints Joseph M. Chioffi and Jeff Prusnofsky, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote as indicated herein, all of the shares of beneficial interest of the Founders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), held at the close of business on February 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.

By signing below, receipt of the accompanying Notice of Special Meeting of Shareholders is hereby acknowledged.

Signature(s) should be exactly as name or names appearing on this form. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title.

Dated:________________, 2007

__________________________
Signature(s)

__________________________
Signature(s)

Sign, Date and Return this Form
Promptly Using the
Enclosed Envelope


FOLD AND DETACH HERE

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

VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.


PLEASE SIGN AND DATE ON THE REVERSE SIDE

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY  11735

THREE EASY WAYS TO VOTE YOUR PROXY
To vote by Internet
1)Read the Proxy Statement and have the proxy card below at hand.
2)
Go to website www.proxyvote.com.
3)Follow the instructions provided on the website.
To vote by Telephone
1)Read the Proxy Statement and have the proxy card below at hand.
2)
Call 1-877-907-7646.
3)Follow the instructions.
To vote by Mail
1)Read the Proxy Statement.
2)Check the appropriate boxes on the proxy card below.
3)Sign and date the proxy card.
4)Return the proxy card in the postage-paid envelope provided.
If you are NOT

voting by Telephone or Internet, Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:    X
-------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

1.     Election of Board Members:

For all Nominees /_/Withhold Authority /_/Withhold Authority /_/
 1.only for those Nominee(s)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                       |_|  ABSTAINfor all Nominees

 2.whose name(s) I have written
below
Nominees for Election are: Gordon J. Davis, Isabel P. Dunst, Robin A. Melvin and Roslyn M. Watson.
__________________________________________________________________
2.     In their discretion, the proxies are authorized to vote uponon such other businessmatters as may properly come before the meeting orand any adjournments thereof.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope

[PARTICIPATING INSURANCE COMPANY LOGO]

____________, 2007

Dear Policyowner:

We would like to take

Signature(s) should be exactly as name or names appearing on this opportunity to inform youproxy.  If shares are held jointly, each holder should sign.  If signing is by attorney, executor, administrator, trustee or guardian, please give full title.  By signing this proxy card, receipt of the proposed liquidation of the Founders International Equity Portfolio (the "Portfolio"), a series of Dreyfus Investment Portfolios (the "Fund"), and to request your voting instructions on this matter. As the owner of a variable annuity contract or variable life insurance policy issued by [Participating Insurance Company] who has invested in the Portfolio, you are entitled to provide us with your voting instructions. The Portfolio commenced operations on September 30, 1998. Recently, the Fund's Board of Trustees voted to recommend the liquidation of the Portfolio because the Portfolio's net assets have grown to only $12.0 million and it is unlikely the Portfolio will experience material growth in assets in the foreseeable future. The Portfolio's asset size results in fixed expenses remaining high (before fee waivers and/or expense reimbursements) relative to total assets.

In order to liquidate the Portfolio, the Fund must obtain the consent of its shareholders. The Portfolio's shareholders are insurance companies, including [Participating Insurance Company], whose variable contract/policyowners are invested in the Portfolio. Each insurance company must give its variable contract/policyowners of record as of the close of business on February 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, aaccompanying Notice of Special MeetingMeetings 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,acknowledged.


_______

_________
Signature (PLEASE SIGN WITHIN BOXDateSignature (Joint Owners)Date

[Participating Insurance Company]