Dreyfus Service Corporation
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
RE: Distribution and Shareholder Support Agreement for Dreyfus
Founders Funds, Inc. - Class F Shares
Ladies and Gentlemen:
We understand that the separate series mutual funds of Dreyfus Founders Funds,
Inc. listed on Attachment A to this Agreement have adopted a Distribution Plan
(the "Plan") with respect to their Class F shares pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as amended (the "1940 Act"), which includes
provision for payments to selected brokers for their Class F share distribution
efforts and their Class F shareholder support and assistance to the funds. Such
funds, together with any other mutual funds managed by Founders Asset Management
LLC which hereafter may enter into a similar Plan, are hereinafter referred to
collectively as the "Funds".
We desire to enter into an agreement with you as the Funds' Distributor for the
sale and distribution of the Class F shares of the Funds (the "Shares"). Upon
acceptance of this Agreement by you, we understand that we may offer and sell
Shares subject, however, to all of the terms and conditions hereof and to your
right, without notice, to suspend or terminate the sale of such Shares.
1. We understand that the Shares will be offered and sold at the
current offering price in effect at the time the order for such
securities is confirmed and accepted by you. All purchase
requests and applications submitted by us are subject to
acceptance or rejection in your sole discretion and, if accepted,
each purchase will be deemed to have been consummated at your
office. In the event of a difference between verbal and written
price confirmations, written confirmations shall be considered
final. WE UNDERSTAND THAT THE ONLY PERSONS ELIGIBLE TO PURCHASE
SHARES ARE PERSONS OR ENTITIES WHO MEET THE ELIGIBILITY
REQUIREMENTS SET FORTH IN THE FUNDS' THEN CURRENT PROSPECTUS FOR
THE SHARES. A SUMMARY OF SUCH ELIGIBILITY REQUIREMENTS IN EFFECT
AS OF THE DATE OF THIS AGREEMENT IS SET FORTH ON ATTACHMENT B TO
THIS AGREEMENT. WE HEREBY AGREE THAT WE WILL NOT OFFER OR SELL
SHARES TO ANY PERSON OR ENTITY WHO DOES NOT MEET SUCH ELIGIBILITY
CRITERIA.
2. We certify (a) that we are a member of the National Association
of Securities Dealers, Inc. ("NASD") and agree to maintain
membership in the NASD or (b) in the alternative that we are a
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foreign dealer not eligible for membership in the NASD. In
either case, we agree to abide by all federal and state laws,
rules and regulations applicable to our activities under this
Agreement including, but not limited to, the rules and
regulations of the Securities and Exchange Commission and the
NASD which are binding upon underwriters and dealers in the
distribution of the securities of open-end investment companies
including, without limitation, Section 2830 of the NASD Conduct
Rules, all of which are incorporated herein as if set forth in
full. We agree that we will not sell Shares or offer Shares for
sale in any state or jurisdiction where they are not then
registered or qualified for sale.
3. We will offer and sell Shares only in accordance with the terms
and conditions of the Funds' then current Prospectus and we will
make no representations not included either in said Prospectus or
in any authorized supplemental material supplied by you. We will
exercise due care and diligence, act in good faith and use our
best efforts in the development and promotion of sales of Shares,
and agree to be responsible for the proper instruction and
training of all sales personnel employed by us, in order that the
Shares will be offered in accordance with the terms and
conditions of this Agreement and all applicable laws, rules and
regulations. We agree to hold you and the Funds and your
respective officers, directors, employees and agents
(collectively, the "Dreyfus Founders Indemnified Parties")
harmless and indemnify each of the Dreyfus Founders Indemnified
Parties in the event that we, or any of our sales
representatives, should violate any law, rule or regulation, or
any representation, warranty or other provision of this
Agreement, which violation may result in liability to any Dreyfus
Founders Indemnified Party. In the event you determine to refund
any amounts paid by any investor by reason of any such violation
on our part, we shall return to you any service fees previously
paid by you to us with respect to the assets for which the refund
is made. All expenses which we incur in connection with our
activities under this Agreement shall be borne by us.
4. In our offering and sale of Shares, we will disclose to investors our
entitlement to receive service fees from you in accordance with this
Agreement.
5. We will provide continuous support and assistance to investors in
the Funds whose Shares have been sold through us, for such period
(a) as the investors retain their Shares and (b) service fees
with respect to such Shares are paid to us. Such support and
assistance may include, but will not necessarily be limited to:
(i) providing assistance to investors in effecting transactions
in their Shares, such as exchanges, transfers, changes in
dividend options and shareholder information alterations; (ii)
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providing responses to written or telephonic inquiries made by
investors with respect to their Shares; (iii) assisting investors
in the purchase of additional Shares in existing accounts, in
opening new accounts, or in redeeming Shares; (iv) assisting
investors in contacting your personnel in instances in which
direct assistance from you would be helpful in expeditiously
accomplishing the investor's request; (v) providing retirement
planning presentations to potential or current participants in
employee retirement programs and plans; (vi) if Shares are
registered in our name or in the name of our nominee, performing
sub-accounting, establishing and maintaining shareholder accounts
and records and providing periodic statements showing a
shareholder's account balance and activity; and (vii) providing
such other forms of support and assistance as we are reasonably
able to furnish or as you reasonably may request. In the event
that we perform the services described in clause (vi) above, and
the aggregate accounts we maintain for shareholders do not
balance with the accounts maintained by you, we shall be liable
to the shareholders for any shortfall unless such shortfall was
caused by your negligence.
6. We understand and agree that the service fee relative to any
sales and maintenance of Shares made by us will be in an amount
as set forth in the Service Fee Payment Schedule included on
Attachment A, and that we shall have no right to receive any
continuing maintenance fees, other fees or commissions on Shares
sold by us other than as set forth in that Schedule. Subject to
the provisions of Attachment A, our right to receive service fees
will commence on the date of this Agreement, and will apply to
all Shares that were sold by us that are then outstanding.
7. We understand that service fees are subject to change or termination by
you from time to time, upon 30 days' written notice, and that any orders
placed after the effective date of change shall be subject to the rates in
effect at the time of receipt of the payment by you. Such 30-day period
may be waived at your sole option in the event such change increases the
service fee due us.
8. Payment for purchases of Shares made from us shall be made to the
Funds or their agent and received by the Funds or their agent
within three business days after the acceptance of our order or
such shorter time as may be required by law. If such payment is
not so received, we understand that you reserve the right,
without notice, forthwith to cancel the sale or, at your option,
to sell the Shares ordered by us back to the Funds, in which
latter case we may be held responsible for any loss suffered by
you or the Funds resulting from our failure to make the aforesaid
payment. We will forward promptly to the Funds or their agent
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any purchase orders and/or payments received by us from
investors. If we effect a telephone redemption or telephone
exchange of any Shares on behalf of any of our customers, we
hereby indemnify you, the Funds and any agent appointed by you
for this purpose against any loss, injury, damage, expense or
liability which results from acting or relying on our telephone
instructions or information. In no event shall we withhold
placing with the Funds or their agent orders received from our
customers so as to profit ourselves as a result of such
withholding.
9. We agree to purchase Shares only from you or from our customers. If we
purchase Shares from you, we agree that all such purchases shall be made
only to cover orders received by us from our customers, or for our own
bona fide investment. If we purchase Shares from our customers, we agree
to pay such customers not less than the applicable repurchase price as
established by the then current Prospectus of the Funds.
10. We understand and agree that if any Shares sold by us under the
terms of this Agreement are redeemed by the Funds (including
redemptions resulting from an exchange for Shares of another
mutual fund distributed by you, in accordance with the then
current Prospectus for the Funds), repurchased by you for the
Funds, or tendered to the Funds for redemption within seven (7)
business days after your confirmation to us of our original
purchase order for such Shares, we shall pay forthwith to you the
full amount of the service fee allowed to us on the original
sale, provided you notify us of such repurchase or redemption
within ten (10) days of the date upon which written redemption
requests and, if applicable, Share certificates are delivered to
you or to the Funds.
11. (a) You hereby represent and warrant to us as follows:
(i) You have the corporate power and the authority to enter into and
perform all of your duties and obligations under this Agreement;
(ii) This Agreement constitutes your legal, valid and binding
obligation, enforceable against you in accordance with its terms;
(iii) No consent or authorization of, filing with, or other act by
or in respect of any governmental authority is required in connection with
the execution, delivery, performance, validity or enforceability of this
Agreement; and
(iv) The execution, performance and delivery of this Agreement by
you will not result in your violating any law, rule or regulation or
breaching or otherwise impairing any of your contractual obligations.
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(b) We hereby represent and warrant to you as follows:
(i) We have the corporate power and the authority to enter into and
perform all of our duties and obligations under this Agreement;
(ii) This Agreement constitutes our legal, valid and binding
obligation and is enforceable against us in accordance with its terms;
(iii) No consent or authorization of, filing with, or other act by
or in respect of any governmental authority is required in connection with
the execution, delivery, performance, validity or enforceability of this
Agreement;
(iv) The execution, performance and delivery of this Agreement by us
will not result in our violating any law, rule or regulation or breaching
or otherwise impairing any of our contractual obligations;
(v) We have obtained, and will maintain in effect, all registrations under
federal and state laws, rules and regulations that are necessary to enable
us to perform our obligations under this Agreement; and
(vi) We have taken appropriate verification measures to ensure transactions are
in compliance with all applicable laws and regulations concerning foreign
exchange controls and money laundering.
12. Your obligations to us under this Agreement are subject to all
the provisions of any distributorship agreements entered into
between you and the Funds. We understand and agree that in
performing our services covered by this Agreement we are acting
as principal, and you are in no way responsible for the manner of
our performance or for any of our acts or omissions in connection
therewith. Nothing in this Agreement shall be construed to
constitute us or any of our agents, employees or representatives
as your agent, partner or employee, or the agent or employee of
the Funds.
13. We may terminate this Agreement by notice in writing to you,
which termination shall become effective on the earlier of thirty
(30) days after the date of mailing such notice to you, or
receipt of written notification from you of termination prior to
the thirtieth day. We agree that you have and reserve the right,
in your sole discretion and without notice (and without the
payment of any penalty), to suspend sales of Shares, or to
withdraw entirely the offering of Shares or, in your sole
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discretion, to modify, amend, cancel or terminate this Agreement,
with or without cause, upon written notice to us of such
modification, amendment, cancellation or termination, which shall
be effective on the date stated in such notice. Without limiting
the foregoing, any provision hereof to the contrary
notwithstanding, our expulsion from the NASD will automatically
terminate this Agreement without notice. Your failure to
terminate for any cause shall not constitute a waiver of your
right to terminate at a later date for any such cause or for no
cause. All notices hereunder shall be in writing and sent to the
respective parties at the addresses listed herein, unless changed
by notice given in accordance with this Agreement. Copies of all
notices sent to you also shall be sent to General Counsel,
Founders Asset Management LLC, 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxx, Xxxxxxxx 00000.
14. In the event that you, in your sole discretion, determine that any active
trading or market timing activities of our customers are potentially
harmful to you or the Funds, you may limit the size of purchase orders
placed by such customers, prohibit such customers from investing in some
or all of the Funds or take any other action permitted by the Funds' then
current Prospectus.
15. We will notify you promptly in writing in the event that any of our
customers who has invested in the Funds ceases to be our client.
16. This Agreement shall become effective as of the date when it is
executed and dated by you below, shall embody the entire
agreement and understanding between you and us, and shall
supersede any prior agreements or understandings between you and
us regarding the Funds. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and
construed under the laws of the State of Colorado. This
Agreement is not assignable or transferable by either party
without the prior written consent of the other, except that you
may assign or transfer this Agreement to any successor firm or
corporation which becomes the Distributor of the Funds.
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Dealer Firm _____________________ Accepted:
(Name)
_______________________________ Dreyfus Service Corporation
(Address) 000 Xxxx Xxxxxx, 00xx Xxxxx
_______________________________ Xxx Xxxx, XX 00000
By:_____________________________ By___________________________
(Signature) (Signature)
-------------------------------- -----------------------------
(Name) (Title) (Name) (Title)
Date: ___ day of _______, 20___
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ATTACHMENT A
TO
DISTRIBUTION AND SHAREHOLDER SUPPORT AGREEMENT
FOR DREYFUS FOUNDERS FUNDS, INC. - CLASS F SHARES
PARTICIPATING FUNDS
The following series mutual funds of Dreyfus Founders Funds, Inc.
are included in this Agreement:
Dreyfus Founders Balanced Fund - Class F
Dreyfus Founders Discovery Fund - Class F
Dreyfus Founders Equity Growth Fund - Class F
Dreyfus Founders Government Securities Fund - Class F
Dreyfus Founders Growth Fund - Class F
Dreyfus Founders International Equity Fund - Class F
Dreyfus Founders Mid-Cap Growth Fund - Class F
Dreyfus Founders Passport Fund - Class F
Dreyfus Founders Worldwide Growth Fund - Class F
SERVICE FEE PAYMENT SCHEDULE
SERVICE FEE: Subject to the minimum investment requirement below,
service fees will be paid at the annual rate of 0.25% of the
average of the aggregate net asset value of outstanding Shares
of Dreyfus Founders Funds, Inc. sold by us, measured on each
day during each calendar quarter, payable within 30 days
following the end of each calendar quarter.
All payments to us shall be remitted to the following address:
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MINIMUM
INVESTMENT: Payment of quarterly service fees will commence at such time
as we shall have been credited with $250,000 in sales of
Shares. We understand that you will not pay us service fees
for any time period prior to our reaching this $250,000
minimum.
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ATTACHMENT B
TO
DISTRIBUTION AND SHAREHOLDER SUPPORT AGREEMENT
FOR DREYFUS FOUNDERS FUNDS, INC. - CLASS F SHARES
Class F shares of a Fund can be purchased only by:
o Persons or entities who have continuously maintained a Fund account since
December 30, 1999.
o Any person or entity listed in the account registration for any Fund account
that has been continuously maintained since December 30, 1999, such as joint
owners, trustees, custodians, and designated beneficiaries.
o Retirement plans (such as 401(k) plans) that have continuously maintained a
Fund account since December 30, 1999. Any such plan may extend the privilege
of purchasing Class F shares to new plan participants, and the plan
participants may purchase Class F shares with rollover retirement funds.
o Customers of certain financial institutions which offer retirement or other
eligible benefit plan programs, wrap accounts or other fee-based advisory
programs, or insurance company separate accounts, and which have had
relationships with Founders Asset Management LLC ("Founders") and/or any Fund
continuously since December 30, 1999.
o Founders employees, Fund Board members, and their immediate families.
For more detailed information about eligibility, please call 0-000-000-0000.
(Revised 03/01/05)
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