AMENDMENT OF SECOND AMENDED AND RESTATED
FUND ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
This Amendment is dated as of January 1, 2005, by and between Dreyfus
Founders Funds, Inc., a Maryland corporation (the "Fund"), and Founders Asset
Management LLC, a Delaware limited liability company ("Founders").
WITNESSETH
WHEREAS, the Fund and Founders have entered into a Second Amended and
Restated Fund Accounting and Administrative Services Agreement, dated as of
August 2, 2002 (the "Agreement"); and
WHEREAS, the Fund and Founders desire to amend the Fees section of the
Agreement effective January 1, 2005;
NOW, THEREFORE, in consideration of the above premises, the Fund and
Founders hereby agree as follows:
1. Paragraph 5 of the Agreement is amended and restated in its entirety as
follows:
5. FEES. For the services rendered and facilities furnished by Founders
under this Agreement, the Fund shall cause each Portfolio to pay Founders
an annual fee computed on a daily basis and paid on a monthly basis in
accordance with the following schedule:
DOMESTIC EQUITY PORTFOLIOS (as of the date of this Agreement, these
Portfolios consist of Balanced, Discovery, Equity Growth, Growth, and
Mid-Cap Growth):
o 0.06% of the daily net assets of the Portfolio from $0 to $500
million;
o 0.04% of the daily net assets of the Portfolio from $500 million to $1
billion; and
o 0.02% of the daily net assets of the Portfolio in excess of $1
billion.
INTERNATIONAL PORTFOLIOS (as of the date of this Agreement, these
Portfolios consist of International Equity and Passport):
o 0.10% of the daily net assets of the Portfolio from $0 to $500
million;
o 0.065% of the daily net assets of the Portfolio from $500 million to
$1 billion; and
o 0.02% of the daily net assets of the Portfolio in excess of $1
billion.
GLOBAL PORTFOLIOS (as of the date of this Agreement, these Portfolios
consist of the Worldwide Growth Fund):
o The fee for domestic Portfolios set forth above shall be applied to
domestic assets; and
o The fee for international Portfolios set forth above shall be applied
to foreign assets.
The proportions of domestic and foreign assets in each Global Portfolio
shall be determined as of the end of each calendar month, and the
allocation of domestic and international fees to such Global Portfolio for
the following calendar month shall be based on such proportions.
DOMESTIC FIXED INCOME PORTFOLIOS (as of the date of this Agreement, these
Portfolios consist of Government Securities and Money Market). The fee for
each such Portfolio shall be its respective pro rata share (based on the
relative average daily net assets of all Portfolios) of a fee computed at
an annual rate of:
o 0.06% of the daily net assets of all Portfolios of the Fund, taken as
a whole, from $0 to $500 million; and
o 0.02% of the daily net assets of all Portfolios of the Fund, taken as
a whole, in excess of $500 million.
In addition, after applying any other expense limitations or fee waivers
that reduce the fees paid to Founders under this Agreement, Founders
hereby agrees to waive any remaining fees under this Agreement to the
extent that they exceed Founders' costs in providing the Services under
this Agreement, as determined annually by Founders in connection with the
annual consideration of renewal of this Agreement by the Fund's directors.
In the event that the payments to Founders under this Agreement exceed
such costs in any calendar year, Founders shall reimburse the Fund for
such excess amount as soon as practicable after the amount of such costs
has been determined. The Fund and Founders shall adjust the accruals and
payments of fees pursuant to this Agreement in such manner as they may
deem necessary from time to time in order to seek to minimize the amount
of any such reimbursement.
Founders also shall be reimbursed for all out-of-pocket expenses incurred
by it in performing its services pursuant to this Agreement. For purposes
of each daily calculation of this fee, the most recently calculated net
asset value of each Portfolio, as determined by a valuation made in
accordance with the Fund's procedure for calculating the net asset value
of each class of each Portfolio as described in the Fund's prospectus
and/or statement of additional information, shall be used. During any
period when the determination of a Portfolio's net asset value is
suspended by the directors of the Fund, the net asset value of each class
of each Portfolio as of the last business day prior to such suspension
shall, for the purpose of this Paragraph 5, be deemed to be the net asset
value at the close of each succeeding business day until it is again
determined.
2. All capitalized terms used in this Amendment, unless otherwise defined,
shall have the meanings ascribed to them in the Agreement.
3. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Fund and Founders have caused this Amendment to be
executed by their duly authorized officers effective as of the day and year
first above written.
DREYFUS FOUNDERS FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------
Name: Xxxxxxx X. Xxxx
Title: President
FOUNDERS ASSET MANAGEMENT LLC
By: /s/ Xxxxx X. Xxx
--------------------------
Name: Xxxxx X. Xxx
Title: Senior Vice President - Administration
