FORM OF
AMENDED AND RESTATED
APPENDIX 1
TO
FOUNDERS FUNDS, INC. INVESTMENT ADVISORY AGREEMENT
This Amended and Restated Appendix 1 to the Investment Advisory Agreement
("Agreement") executed as of the 1st day of April, 1998, between Founders Funds,
Inc. (the "Company") and Founders Asset Management LLC is effective as of the
31st day of December, 1999.
RECITALS
WHEREAS, the names of Founders Special Fund and Founders Blue Chip Fund were
changed to Founders Mid-Cap Growth Fund and Founders Growth and Income Fund,
effective April 30, 1999; and
WHEREAS, Founders Frontier Fund was merged with and into Founders Discovery Fund
effective August 13, 1999, and thereafter was terminated; and
WHEREAS, on August 13, 1999, the Board of Directors of the Company approved the
Agreement as the investment advisory agreement of Dreyfus Founders Focus Fund
with the fee schedule set forth below, and the Agreement, including such fee
schedule, was approved by the initial shareholder of Dreyfus Founders Focus Fund
on ____________, 1999; and
WHEREAS, effective December 31, 1999, the Company's corporate name was changed
to Dreyfus Founders Funds, Inc., and the name "Dreyfus" was added as the initial
word in the name of each of its series portfolios; and
WHEREAS, the parties desire to amend and restate Appendix 1 to the Agreement to
add Dreyfus Founders Focus Fund as a party to the Agreement and to reflect each
of the other changes set forth above;
AGREEMENT
NOW, THEREFORE, the parties hereby amend and restate Appendix 1 to the Agreement
to read as follows:
The following series Funds of Dreyfus Founders Funds, Inc. are parties to the
Agreement and, pursuant to paragraph 4 of the Agreement, shall pay to Founders
Asset Management LLC, as compensation for its services to each series Fund, the
management fees disclosed in the following table:
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Fund Advisory Fee Schedule
---- ---------------------
Dreyfus Founders Balanced Fund 0.650% to $250 million
0.600% next $250 million
0.550% next $250 million
0.500% thereafter
Dreyfus Founders Discovery Fund 1.000% to $250 million
0.800% next $250 million
0.700% thereafter
Dreyfus Founders Focus Fund 0.850% to $250 million
0.800% next $250 million
0.750% thereafter
Dreyfus Founders Government 0.650% to $250 million
Securities Fund 0.500% thereafter
Dreyfus Founders Growth Fund 1.000% to $30 million
0.750% next $270 million
0.700% next $200 million
0.650% thereafter
Dreyfus Founders Growth and 0.650% to $250 million
Income Fund 0.600% next $250 million
0.550% next $250 million
0.500% thereafter
Dreyfus Founders International 1.000% to $250 million
Equity Fund 0.800% next $250 million
0.700% thereafter
Dreyfus Founders Mid-Cap 1.000% to $30 million
Growth Fund 0.750% next $270 million
0.700% next $200 million
0.650% thereafter
Dreyfus Founders Money Market Fund 0.500% to $250 million
0.450% next $250 million
0.400% next $250 million
0.350% thereafter
Dreyfus Founders Passport Fund 1.000% to $250 million
0.800% next $250 million
0.700% thereafter
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Dreyfus Founders Worldwide 1.000% to $250 million
Growth Fund 0.800% next $250 million
0.700% thereafter
DREYFUS FOUNDERS FUNDS, INC.
on behalf of each of the series Funds listed
on this Appendix 1
ATTEST: By: ____________________________
Xxxxx X. Xxxxxxxx, President
______________________
Xxxxxxxxxxx X. Xxxxxx,
Assistant Secretary
FOUNDERS ASSET MANAGEMENT LLC
ATTEST: By: __________________________
Xxxxxxx X. Xxxx, President
__________________________
Xxxxxxx X. Xxxxxxxxxxxxxx,
Secretary
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