EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)
DREYFUS/THE BOSTON COMPANY INTERNATIONAL CORE EQUITY FUND
c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
September 1, 2010
Dear Shareholder:
A special meeting of shareholders of Dreyfus/The Boston Company International Core Equity Fund (the "Fund"), a series of Dreyfus Investment Funds (the "Trust"), will be held on November 17, 2010. Shareholders of record at the close of business on September 1, 2010 will be entitled to receive notice of and to vote at the special meeting.
As a shareholder of the Fund, you are being asked to approve the liquidation and termination of the Fund (the "Liquidation"). Management of The Dreyfus Corporation ("Dreyfus"), the Fund's investment adviser, has reviewed the funds in the Dreyfus Family of Funds and has concluded that it would be appropriate to reduce the number of smaller and less efficient funds. As a result of the review, management recommended to the Trust's Board that the Fund be liquidated. The Fund has a relatively low level of assets, and management believes that the Fund has limited asset growth potential. In addition, because of the Fund's low asset level, the Fund has relatively high operating expenses and Dreyfus has been waiving fees and assuming a portion of the Fund's expenses. U nder the Trust's Agreement and Declaration of Trust, the Trust must obtain shareholder approval to liquidate the Fund. If the Liquidation is approved by Fund shareholders, all of the Fund's assets will be liquidated, and the proceeds will be distributed pro rata to Fund shareholders on or about January 25, 2011. The Fund will then cease operations and will be terminated as a series of the Trust.
After careful review, the Trust's Board of Trustees has unanimously approved, subject to shareholder approval, the Liquidation. The Trust's Board of Trustees recommends that you read the enclosed proxy statement carefully and then, for the reasons described in the enclosed proxy statement, vote FOR the Liquidation.
Your vote is extremely important, no matter how large or small your Fund holdings.
To vote, you may use any of the following methods:
| | · | By Mail. Please complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope. |
| | · | By Internet. Have your proxy card 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 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. If you later decide to attend the meeting, you may revoke your proxy and vote your shares in person at the meeting.
Further information about the Liquidation is contained in the enclosed proxy statement, which you should review carefully before you vote. If you have any questions after considering the enclosed materials, please call 1-800-645-6561.
Sincerely,
Bradley J. Skapyak
President
Dreyfus Investment Funds
DREYFUS/THE BOSTON COMPANY INTERNATIONAL CORE EQUITY FUND
| |
| Notice of Special Meeting of Shareholders |
| To Be Held on November 17, 2010 |
| |
To the Shareholders:
A Special Meeting of Shareholders of Dreyfus/The Boston Company International Core Equity Fund (the "Fund"), a series of Dreyfus Investment Funds, will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166, on Wednesday, November 17, 2010, at 9:00 a.m., for the following purposes:
| | 1. | To approve a Plan of Liquidation pursuant to which the Fund's assets will be liquidated, known liabilities satisfied and remaining proceeds distributed pro rata to Fund shareholders; and |
| | 2. | To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof. |
Shareholders of record at the close of business on September 1, 2010 will be entitled to receive notice of and to vote at the meeting.
| | By Order of the Board of Trustees |
| | |
| | Michael A. Rosenberg |
| | Secretary |
| | |
| New York, New York | |
| September 1, 2010 | |
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 WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM OF SHARES ELIGIBLE TO VOTE IS REPRESENTED. IN THAT EVENT, THE FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD OR OTHERWISE VOTE PROMPTLY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION. |
DREYFUS/THE BOSTON COMPANY INTERNATIONAL CORE EQUITY FUND
(A Series of Dreyfus Investment Funds)
PROXY STATEMENT
Special Meeting of Shareholders
To Be Held on Wednesday, November 17, 2010
This Proxy Statement is furnished in connection with a solicitation of proxies by the Board of Trustees of Dreyfus Investment Funds (the "Trust"), on behalf of Dreyfus/The Boston Company International Core Equity Fund (the "Fund"), to be used at the Special Meeting of Shareholders (the "Meeting") of the Fund to be held on Wednesday, November 17, 2010 at 9:00 a.m., at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 8th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Shareholders of record at the close of business on September 1, 2010 are entitled to receive notice of and to vote at the Meeting. Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional F und share held. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. If the enclosed proxy card is executed and returned, it nevertheless may be revoked by giving another proxy before the Meeting. In addition, any shareholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given. If you sign and date your proxy card, but do not provide voting instructions, your shares will be voted FOR the proposal.
The Fund has authorized one class of shares – Class I. As of July 30, 2010, 1,480,193 shares of the Fund's Class I shares of beneficial interest were issued and outstanding. The approximate mailing date of this Proxy Statement and the accompanying proxy card is September 17, 2010.
The Trust's principal executive offices are located at 200 Park Avenue, New York, New York 10166. Copies of the Fund's most recent Annual and Semi-Annual Reports are available upon request, without charge, by writing to the Trust at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll-free 1-800-645-6561.
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS THIS PROXY STATEMENT AND COPIES OF THE FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS ARE AVAILABLE AT WWW.DREYFUS.COM/PROXYINFO.HTM |
PROPOSAL
TO APPROVE A PLAN OF LIQUIDATION PURSUANT TO WHICH THE FUND'S ASSETS WILL BE LIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING PROCEEDS DISTRIBUTED PRO RATA TO FUND SHAREHOLDERS
Introduction
Management of Dreyfus, the Fund's investment adviser, has reviewed the funds in the Dreyfus Family of Funds and has concluded that it would be appropriate to reduce the number of smaller and less efficient funds. As a result of the review, management recommended to the Trust's Board that the Fund be liquidated. On July 29, 2010, the Trust's Board of Trustees, including a majority of Trustees who are not "interested persons" of the Fund, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), approved, subject to shareholder approval, a Plan of Liquidation (the "Plan") in the form attached to this Proxy Statement. The Plan provides for the liquidation of the Fund's assets and the pro rata distribution to Fund shareholders of the cash proceeds of the liquidati on after paying or providing for the payment of all debts and liabilities of the Fund. For the reasons discussed below, the Trust's Board determined that liquidating the Fund is in the best interests of Fund shareholders and directed that the Plan be submitted to Fund shareholders for approval.
The Fund commenced operations on December 8, 1988, and operated as a "feeder fund" in a master/feeder fund arrangement, investing all of its investable assets in a "master portfolio" with the same investment objective and investment management policies as the Fund, until September 20, 2007. Effective September 20, 2007, the Fund's master/feeder fund arrangement was terminated and the Fund commenced investing directly in portfolio securities. The Fund's asset size has significantly decreased over time, and, as of July 30, 2010, the Fund had total assets of approximately $23 million. Management of Dreyfus believes that the Fund has limited asset growth potential. Because of the Fund's low asset level, the Fund has relatively high operating expenses (before fee waivers and /or expense reimbursements by Dreyfus). Consequently, because of the higher relative costs and operating inefficiencies attendant with the Fund's low level of assets, and the Fund's limited prospects for future asset growth in the view of management, Dreyfus and the Trust's Board have concluded that it would be in the best interests of the Fund and its shareholders to liquidate the Fund.
To minimize shareholder disruption in anticipation of liquidating the Fund, effective on or about September 1, 2010, no new or subsequent investments in the Fund are permitted, except that participants in group retirement plans (and their successor plans) may continue to invest in the Fund, if the Fund was established as an investment option under the plans before September 1, 2010, and investments made pursuant to the Fund's automatic investment plans may continue, until the Fund is liquidated.
Board Consideration of the Plan
In reaching its decision to approve the Plan and to submit it to the Fund's shareholders for their approval, the Trust's Board considered, among other factors, the following: (i) the Fund's failure to retain assets and attain relative asset growth needed to achieve efficient investment operations in the view of management; (ii) the Fund's limited prospects for future asset growth in the view of management; (iii) the costs associated with operating a fund with a low asset level; (iv) current and recent market conditions; and (v) Dreyfus' efforts to rationalize and streamline its offering of investment products. In addition, the Board considered merging the Fund with another fund in the Dreyfus Family of Funds with a similar investment objective and investment management policies, but conclude d that the Plan was more appropriate than a merger because a merger with another fund would be a lengthier, and potentially expensive proposition for Fund shareholders, as compared to liquidation, which would enable each shareholder to re-invest the liquidation proceeds in another fund or other investment of the shareholder's own choosing.
The Trust's Board also reviewed the expense ratio of the Fund and the impact on Fund expenses if Dreyfus discontinued its waiver of fees and assumption of a portion of Fund expenses. (Dreyfus has voluntarily agreed to continue the current fee waiver and/or expense reimbursement arrangement until January 31, 2011.) The Trust's Board concluded that an increase in Fund expenses attributable to the eventual discontinuance of the fee waiver and assumption of expenses in the future, especially when added to the total annual fund operating expenses currently borne by the Fund, would reduce the Fund's returns. Moreover, the Trust's Board noted management's view that it was unlikely that the Fund could achieve a significant increase in asset size to operate in an economically viable manner and achieve a competitive expense ratio without fee waivers and/or expense reimbursements by Dreyfus.
After careful consideration of these and other relevant factors, the Trust's Board concluded that approval of the Plan is in the best interests of Fund shareholders and directed that the Plan be submitted to shareholders of the Fund for approval. The Trust is not required to seek federal or state regulatory approval of the Plan or the liquidation of the Fund.
Description of the Plan and the Liquidation
The Plan will become effective on the date it is approved by shareholders of the Fund (the "Effective Date"). Within a reasonable period of time after the Effective Date, the Fund will commence to 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 January 25, 2011 (the "Liquidation Date"), the Fund will distribute its assets pro rata to Fund shareholders, after the payment (or reservation of assets for payment) to all creditors of the Fund, in redemption and cancellation of the outstanding shares of the Fund (the "Liquidation Distribution"). Before making the Liquidation Distribution, however, the Fund will continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Trust's Board, permit additional investments in Fund shares by certain existing shareholders (currently, participants in group retirement plans may invest in the Fund and the Fund's automatic investment plans may continue to invest in the Fund, as described above), make payment of dividends and other distributions to Fund shareholders and permit the reinvestment thereof in additional Fund shares. After the Effective Date, and upon further notice from the Fund, the Fund's redemption fee will be waived on any redemption or exchange of Fund shares.
The proportionate interest of each shareholder in the assets of the Fund 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 Fund will be closed and the Fund will cease operations and will not engage in any business activities except for purposes of winding up its business and affairs.
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 Fund's liquidation. Normal operating expenses of the Fund will be borne by the Fund in the same manner as such expenses would have been borne absent a liquidation.
The Plan also provides that the Trust'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 of the Fund, as well as the other purposes generally to be accomplished by the Plan.
If shareholders of the Fund fail to approve the Plan, the Fund will not be liquidated and will continue to operate and be managed in accordance with its investment objective and investment management policies as currently in effect. However, in such case, the Trust's Board would determine what alternative action, if any, should be taken.
Federal Income Tax Consequences
The following summary provides general information with regard to the federal income tax consequences to shareholders on receipt of the Liquidation Distribution from the Fund pursuant to the provisions of the Plan. However, the Trust has not sought a ruling from the Internal Revenue Service (the "Service") with respect to the liquidation of the Fund. The statements below are, therefore, not binding upon the Service, and there can be no assurance that the Service will concur with this summary or that the tax consequences to any shareholder upon receipt of the Liquidation Distribution will be as set forth below.
The information below is only a summary of some of the federal tax consequences generally affecting the Fund and its individual U.S. shareholders resulting from the liquidation of the Fund. This summary does not address the particular federal income tax consequences applicable to shareholders other than U.S. individuals nor does it address state or local tax consequences. The tax consequences discussed herein may affect shareholders differently depending on their particular tax situations unrelated to the Liquidation Distribution, and accordingly, this summary is not a substitute for careful tax planning on an individual basis. Shareholders are encouraged to consult their personal tax advisers concerning their particular tax situations and the impact thereon on receiving the Liqui dation Distribution. The receipt of the Liquidation Distribution may result in tax consequences that are unanticipated by shareholders. This summary is based on the tax laws and regulations in effect on the date of this Proxy Statement, all of which are subject to change by legislative or administrative action, possibly with retroactive effect.
For federal income tax purposes, a shareholder's receipt of the Liquidation Distribution will be a taxable event and will be treated as a sale of the shareholder's shares of the Fund in exchange for the Liquidation Distribution. Each shareholder will recognize a gain or loss in an amount equal to the difference between the Liquidation Distribution he or she receives from the Fund and the adjusted tax basis in his or her shares. If the shares are held as a capital asset, the gain or loss will generally be characterized as a capital gain or loss. If the shares have been held for more than one year, any such capital gain will constitute a long-term capital gain taxable to individual shareholders, and any loss will constitute a long-term capital loss. If at the time of rece iving the Liquidation Distribution, the shareholder has held the shares for not more than one year, any such capital gain or loss will generally be a short-term capital gain or loss.
If a shareholder has failed to furnish a correct taxpayer identification number or has failed to certify that he or she has provided a correct taxpayer identification number and that he or she is not subject to "backup withholding," the shareholder may be subject to a 30% backup withholding tax with respect to the Liquidation Distribution. An individual's taxpayer identification number is his or her social security number. The backup withholding tax is not an additional tax and may be credited against a taxpayer's federal income tax liability.
Fund shares held on the Liquidation Date in Dreyfus-sponsored Individual Retirement Accounts ("IRAs") and Dreyfus-sponsored retirement plans will be exchanged for shares of Dreyfus Worldwide Dollar Money Market Fund, Inc., except that Fund shares held in Dreyfus-sponsored 403(b)(7) plans will be exchanged for Class 1 shares of Dreyfus Liquid Assets, Inc., to avoid penalties that may be imposed on holders of IRAs and retirement plans under the Internal Revenue Code if they received the Liquidation Distribution.
Shareholders will be notified of their respective shares of ordinary and capital gain dividends for the Fund's final fiscal year in normal tax-reporting fashion.
Vote Required and Board of Trustees' Recommendation
This proposal cannot be implemented unless approved at the Meeting, or any adjournment thereof, by a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. Such a majority means the affirmative vote of the holders of (a) 67% or more of the shares of the Fund present, in person or by proxy, at the Meeting, if the holders of more than 50% of the outstanding shares are so present, or (b) more than 50% of the outstanding shares of the Fund, whichever is less.
THE TRUST'S BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE PLAN.
ADDITIONAL INFORMATION
Information about the Fund's Investment Adviser and Other Service Providers
Dreyfus, the Fund's investment adviser, is located at 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages approximately $273 billion in 193 mutual fund portfolios. A discussion regarding the basis for the Trust's Board approving the Fund's investment advisory agreement with Dreyfus is available in the Fund's semi-annual report for the six-month period ended March 31, 2010. Dreyfus is the primary mutual fund business of The Bank of New York Mellon Corporation ("BNY Mellon"), a global financial services company focused on helping clients move and manage their financial assets, operating in 34 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individu als, providing asset and wealth management, asset servicing, issuer services, and treasury services through a worldwide client-focused team. BNY Mellon has more than $22.3 trillion in assets under custody and administration and $1.1 trillion in assets under management, and it services more than $12 trillion in outstanding debt. Additional information is available at www.bnymellon.com.
Effective on December 1, 2008, Dreyfus was appointed to serve as the Fund's investment adviser. Prior to December 1, 2008, The Boston Company Asset Management, LLC, an affiliate of Dreyfus, was the investment adviser for the Fund.
MBSC Securities Corporation, a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York, 10166, serves as the Fund's distributor.
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, serves as the Fund's transfer agent. Dreyfus Transfer, Inc. is located at 200 Park Avenue, New York, New York 10166.
The Bank of New York Mellon ("BNYM") serves as the Fund's custodian and provides the Fund with cash management and certain administrative services. BNYM is located at One Wall Street, New York, New York 10286.
Proxies, Quorum and Voting at the Meeting
If a proxy is executed properly and returned accompanied by instructions to withhold authority to vote, represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote Fund shares on a particular matter with respect to which the broker or nominee does not have discretionary power) or is marked with an abstention (collectively, "abstentions"), the Fund 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 have the effect of a "no" vote for the purpose of obtaining requisite approval for the proposal.
If a quorum is not present at the Meeting, or if a quorum is present but sufficient votes to approve the proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies for the Fund. In determining whether to adjourn the Meeting, the following factors may be considered: the nature of the proposal, the percentage of favorable votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Fund shareholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote of a majority of those shares affected by the adjournment that are represented at the Meeting in person or by proxy. 60;If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote "FOR" the proposal in favor of such adjournment, and will vote those proxies required to be voted "AGAINST" the proposal against any adjournment. A majority of the Fund's outstanding shares entitled to vote constitute a quorum for the transaction of business for the Fund at the Meeting.
With respect to Dreyfus-sponsored IRAs, the Individual Retirement Custodial Account Agreement governing the IRAs requires BNYM, as the custodian of the IRAs, to vote Fund shares held in such IRAs in accordance with the IRA shareholder's instructions. However, if no voting instructions are received, BNYM may vote Fund shares held in the IRA in the same proportions as the Fund shares for which voting instructions are received from other Dreyfus IRA shareholders. Therefore, if an IRA shareholder does not provide voting instructions prior to the Meeting, BNYM will vote the IRA shares "FOR", "AGAINST" or "ABSTAIN" in the same proportions as it votes the shares for which properly conveyed instructions are timely received from other Dreyfus IRA shareholders.
Methods of Solicitation and Expenses
The cost of preparing, assembling and mailing this Proxy Statement and the attached Notice of Special Meeting of Shareholders and the accompanying proxy card, as well as the costs associated with the proxy solicitation, will be borne by Dreyfus. In addition to the use of the mails, proxies may be solicited personally or by telephone, and Dreyfus may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals. An outside firm may be retained to assist in the solicitation of proxies, primarily by contacting shareholders by telephone, the cost of which would be borne by Dreyfus. Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance wi th 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 in the mail. Within 72 hours of receiving a shareholder's telephonic or electronically transmitted voting instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation. Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting a new proxy to the Fund or by attending the Meeting and voting in person.
60;
OTHER MATTERS
The Trust's Board is not aware of any other matters that may come before the Meeting. However, should any such matters properly come before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matters.
The Trust does not hold annual shareholder 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 Trust begins to print and mail the proxy materials for such meeting.
Certain Beneficial Ownership
Set forth below is information as to those shareholders known by the Trust to own beneficially 5% or more of the Fund's Class I shares as of July 30, 2010.
Name and Address of Shareholder | | Percentage of Fund Shares Outstanding |
| | | |
SEI Private Trust Company 1 Freedom Valley Drive Oaks, PA 19456-9989 | | 33.7907% |
| | | |
T. Rowe Price Retirement Plan Services Inc. For the Benefit of: Retirement Plan Clients 4515 Painters Mill Road Owings Mills, MD 21117-4903 | | 29.5959% |
| | | |
JPMorgan Chase, as Trustee for Bentley Systems Incorporated Profit Sharing/401(k) Plan JPMorgan Retirement Plan Services 9300 Ward Parkway Kansas City, MO 64114-3317 | | 24.6777% |
Under the 1940 Act, a shareholder who beneficially owns, directly or indirectly, more than 25% of the Fund's voting securities may be deemed a "control person" (as defined in the 1940 Act) of the Fund.
As of July 30, 2010, Trustees and officers of the Trust, as a group, owned less than 1% of the Fund's outstanding shares.
Notice to Banks, Broker/Dealers and Voting Trustees and their Nominees
Please advise the Trust, in care of Dreyfus Transfer, Inc., P.O. Box 55263, Boston, Massachusetts 02205-5263, 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 Fund shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
Dated: September 1, 2010
EXHIBIT A
PLAN OF LIQUIDATION
The following Plan of Liquidation (the "Plan") of Dreyfus/The Boston Company International Core Equity Fund (the "Fund"), a series of Dreyfus Investment Funds (the "Trust"), 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 of the Fund in conformity with the provisions of the Trust's Agreement and Declaration of Trust, dated August 13, 1986, as amended to date (the "Declaration of Trust"), and applicable Massachusetts law.
WHEREAS, the Trust'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 Fund and its shareholders to liquidate the Fund, and the Board, on July 29, 2010, considered the matter and determined to recommend the liquidation of the Fund pursuant to this Plan;
NOW, THEREFORE, the liquidation of the Fund 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 Fund 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 outstanding voting securities (as defined in the 1940 Act) of the Fund. Such a majority means the affirmative vote of the holders of (a) 67% or more of the shares of the Fund present, in person or by proxy, at the meeting, if the holders of more than 50% of the outstanding shares are so present, or (b) more than 50% of the outstanding shares of the Fund, whichever is le ss. The date of such adoption and approval of the Plan by shareholders is hereinafter called the "Effective Date."
2. Cessation of Business. After the Effective Date, the Fund 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 Fund; provided that the Fund 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 Fund shares by certain existing shareholders, make payment of dividen ds and other distributions to shareholders and permit the reinvestment thereof in additional shares.
3. Liquidation and Termination. Within a reasonable period of time after the Effective Date depending on market conditions and consistent with the terms of the Plan, the Fund and the Fund's investment adviser, The Dreyfus Corporation ("Dreyfus"), shall have the authority to engage in such transactions as may be appropriate for the Fund's liquidation and termination as a series of the Trust, including, without limitation, the consummation of the transactions described in the Proxy Statement, pursuant to applicable provisions of Massachusetts law and the Declaration of Trust.
4. Provisions for Liabilities. Within a reasonable period of time after the Effective Date, the Fund shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Fund incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 6 below.
5. Liquidation of Assets. Within a reasonable period of time after the Effective Date, the Fund shall cause the liquidation of its assets to cash, consistent with the terms of the Plan.
6. Liquidating Distribution. On or about January 25, 2011 (the "Liquidation Date"), except as provided below, the Fund shall provide to each Fund shareholder of record who has not redeemed its shares a liquidating distribution equal to the shareholder's proportionate interest in the remaining assets of the Fund (after the payments and creation of the reserves contemplated by Section 4 above). Fund shares held on the Liquidation Date in Dreyfus-sponsored Individual Retirement Accounts and Dreyfus-sponsored retirement plans shall be exchanged for shares of Dreyfus Worldwide Dollar Money Market Fund, Inc., except that Fund shares held in Dreyfus-sponsored 403(b)(7) plans shall be exchanged for Class 1 shares of Dreyfus Liquid Assets, Inc. Shareholders shall be notified of their respective shares of ordinary and capital gain dividends for the Fund's final fiscal year in normal tax-reporting fashion.
7. Expenses of Liquidation. Except as may be otherwise agreed to between the Fund and Dreyfus, all expenses incurred by or allocable to the Fund in carrying out the Plan, excluding the cost (if any) of liquidating portfolio investments in preparation for and in connection with the liquidation, shall be borne by Dreyfus.
8. Power of the Board. The Board and, subject to the general direction of the Board, the officers of the Trust, 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 extension of the Liquidation Date and 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 complete liquidation and termination of the Fund, and the distribution of assets to shareholders in accordance with the purposes intended to be accomplished by the Plan.
Important Notice Regarding Internet Availability of Proxy Materials for the Special Meeting of Shareholders of Dreyfus/The Boston Company International Core Equity Fund to be held on November 17, 2010: The Notice of Special Meeting of Shareholders, the Proxy Statement and copies of the Fund's most recent annual and semi-annual reports to shareholders are available at www.dreyfus.com/proxyinfo.htm |
DREYFUS/THE BOSTON COMPANY INTERNATIONAL CORE EQUITY FUND
(A Series of Dreyfus Investment Funds)
The undersigned shareholder of Dreyfus/The Boston Company International Core Equity Fund (the "Fund"), a series of Dreyfus Investment Funds (the "Trust"), 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 Fund standing in the name of the undersigned at the close of business on September 1, 2010, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166, at 9:00 a.m., on Wednesday, November 17, 2010, and at any and all adjournments thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but with out 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.
THIS PROXY IS SOLICITED BY THE TRUST'S BOARD OF TRUSTEES AND WILL BE VOTED FOR THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
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| | 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 1-800-690-6903.
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 enclosed 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.
DREYFUS/THE BOSTON COMPANY INTERNATIONAL CORE EQUITY FUND
| | 1. | To approve a Plan of Liquidation pursuant to which the Fund's remaining assets will be liquidated, known liabilities satisfied and remaining proceeds distributed pro rata to Fund shareholders. |
| | 2. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournment(s) thereof. |
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope
Signature(s) should be exactly as name or names appearing on this proxy. 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 accompanying Notice of Special Meeting of Shareholders and Proxy Statement is acknowledged.
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| Signature (PLEASE SIGN WITHIN BOX) | | Date | | Signature (Joint Owners) | | Date |
