AMENDMENT OF AMENDED AND RESTATED
FUND ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
This Amendment is dated as of June 1, 2002, 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 an Amended and Restated
Fund Accounting and Administrative Services Agreement, dated as of December 31,
1999 (the "Agreement"); and
WHEREAS, at its meeting held on May 17, 2002, the Board of Directors of the
Fund, which consists entirely of directors who are not "interested persons" (as
defined in the Investment Company Act of 1940, as amended), approved a new fee
schedule for the Services provided by Founders pursuant to the Agreement;
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 PORTFOLIOS (as of the date of this Amendment, these
Portfolios consist of Balanced, Discovery, Government Securities,
Growth, Growth and Income, Mid-Cap Growth, and Money Market):
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 Amendment, 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 Amendment, 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.
Founders hereby agrees to waive any fees payable by the Government
Securities and Money Market Portfolios under the Agreement to the
extent they exceed each such Portfolio's respective share (based on
the relative net assets of all Portfolios) of a fee computed at an
annual rate of 0.06% of the daily net assets of all Portfolios of the
Fund, taken as a whole, from $0 to $500 million and 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 the foregoing waivers and any other
expense limitations or fee waivers that reduce the fees paid to
Founders under the Agreement, Founders hereby agrees to waive any
remaining fees under the Agreement to the extent that they exceed
Founders' costs in providing the Services under the Agreement, as
determined annually by Founders in connection with the annual
consideration of renewal of the Agreement by the Fund's directors. In
the event that the payments to Founders under the 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 the 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 the 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. Appendix 1 to the Agreement is amended and restated in its entirety as
attached hereto.
3. All capitalized terms used in this Amendment and Appendix 1 hereto,
unless otherwise defined, shall have the meanings ascribed to them in the
Agreement.
4. 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: Sr. Vice President-Administration
APPENDIX 1
TO
AMENDED AND RESTATED
FUND ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
Dreyfus Founders Balanced Fund
Dreyfus Founders Discovery Fund
Dreyfus Founders Government Securities Fund
Dreyfus Founders Growth Fund
Dreyfus Founders Growth and Income Fund
Dreyfus Founders International Equity Fund
Dreyfus Founders Mid-Cap Growth Fund
Dreyfus Founders Money Market Fund
Dreyfus Founders Passport Fund
Dreyfus Founders Worldwide Growth Fund
