DREYFUS FOUNDERS FUNDS, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THIS CODE
This code of ethics (this "Code") for Dreyfus Founders Funds, Inc. (the
"Fund") applies to the Fund's Principal Executive Officer, Principal Financial
Officer, Principal Accounting Officer, or other persons performing similar
functions, each of whom is listed on Exhibit A (the "Covered Officers"), for the
purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that the Fund files with, or submits to, the Securities
and Exchange Commission (the "SEC") and in other public communications
made by the Fund;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of this Code to an
appropriate person or persons identified in this Code; and
o accountability for adherence to this Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the Fund. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his family, receives improper personal benefits as a result of his position with
the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940, as amended (the "Investment
Company Act"), and the Investment Advisers Act of 1940, as amended (the
"Investment Advisers Act"). For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of securities or
other property) with the Fund because of their status as "affiliated persons" of
the Fund. The compliance programs and procedures of the Fund and the Fund's
investment adviser (the "Adviser") are designed to prevent, or identify and
correct, violations of these provisions. This Code does not, and is not intended
to, repeat or replace these programs and procedures, and the circumstances they
cover fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Fund and the Adviser of which the Covered Officers are also officers
or employees. As a result, this Code recognizes that the Covered Officers, in
the ordinary course of their duties (whether formally for the Fund or for the
Adviser, or for both), will be involved in establishing policies and
implementing decisions that will have different effects on the Adviser and the
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Fund and the Adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Fund and, if addressed in conformity with the provisions of the
Investment Company Act and the Investment Advisers Act, will be deemed to have
been handled ethically. In addition, it is recognized by the Fund's Board of
Directors ("Board") that the Covered Officers also may be officers or employees
of one or more other investment companies covered by this or other codes of
ethics.
Other conflicts of interest are covered by this Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. Covered Officers should keep in mind that
this Code cannot enumerate every possible scenario. The overarching principle of
this Code is that the personal interest of a Covered Officer should not be
placed improperly before the interest of the Fund.
Each Covered Officer must:
o not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Fund
whereby the Covered Officer would benefit personally to the detriment
of the Fund;
o not cause the Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Fund; and
o not retaliate against any employee or Covered Officer for reports of
potential violations that are made in good faith.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Fund within his area of
responsibility;
o each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Fund to others, whether within
or outside the Fund, including to the Fund's Board members and
auditors, and to governmental regulators and self-regulatory
organizations; and
o each Covered Officer should, to the extent appropriate within his area
of responsibility, consult with other officers and employees of the
Fund and the Adviser with the goal of promoting full, fair, accurate,
timely and understandable disclosure in the reports and documents the
Fund files with, or submits to, the SEC and in other public
communications made by the Fund; and
o it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of this Code (or thereafter, as applicable, upon
becoming a Covered Officer), affirm in writing to the Board that he
has received, read, and understands this Code;
o annually thereafter affirm to the Board that he has complied with the
requirements of this Code; and
o notify the Adviser's General Counsel (the "General Counsel") promptly
if he knows of any violation of this Code. Failure to do so is itself
a violation of this Code.
The General Counsel is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, waivers sought by any
Covered Officer will be considered by the Fund's Board.
The Fund will follow these procedures in investigating and enforcing this
Code:
o the General Counsel will take all appropriate action to investigate
any potential violations reported to him;
o if, after such investigation, the General Counsel believes that no
violation has occurred, the General Counsel is not required to take
any further action;1
o any matter that the General Counsel believes is a violation will be
reported to the Board;
o if the Board concurs that a violation has occurred, it will consider
appropriate action, which may include: review of, and appropriate
modifications to, applicable policies and procedures; notification to
appropriate personnel of the Adviser or its board; or dismissal of the
Covered Officer as an officer of the Fund;
o the Board will be responsible for granting waivers, as appropriate;
and
o any waivers of or amendments to this Code, to the extent required,
will be disclosed as provided by SEC rules.
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1 However, the General Counsel shall inform counsel to the Fund in a privileged
communication of the alleged violation and his determination that no violation
of this Code has occurred.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Fund for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. The Fund's, its
principal underwriter's and the Adviser's codes of ethics under Rule 17j-1 under
the Investment Company Act and the Adviser's additional policies and procedures,
including its Code of Conduct, are separate requirements applying to the Covered
Officers and others, and are not part of this Code.
VI. AMENDMENTS
Except as to Exhibit A, this Code may not be amended except in written
form, which is specifically approved or ratified by a majority vote of the
Fund's Board, including a majority of independent Board members.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Fund and its counsel, the Board (or
appropriate Board Committee) and their counsel and the Adviser.
VIII. INTERNAL USE
This Code is intended solely for the internal use by the Fund and does not
constitute an admission, by or on behalf of the Fund, as to any fact,
circumstance, or legal conclusion.
Date: September 1, 2003
EXHIBIT A
Persons Covered by this Code of Ethics
Richard W. Sabo President (Principal Executive
Officer)
(Principal Financial and
Robert T. Kelly Treasurer Accounting Officer)