FOUNDERS FUNDS INC
DEFR14A, 1999-07-16
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                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

                              (Amendment No. ___)

Filed by the Registrant                      [X]
Filed by a Party other than the Registrant   [ ]
Check the appropriate box:
     [ ]  Preliminary Proxy Statement
     [ ]  Confidential, for Use of the Commission only (as permitted by Rule
          14a-6(e)(2))
     [ ]  Definitive Proxy Statement
     [X]  Definitive Additional Materials
     [ ]  Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

- --------------------------------------------------------------------------------
                              FOUNDERS FUNDS, INC.
                (Name of Registrant as Specified in its Charter)

      _____________________________________________________________________
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)
- --------------------------------------------------------------------------------

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

      1.    Title of each class of securities to which transaction applies:

      2.    Aggregate number of securities to which transaction applies:

      3.    Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11:

      4.    Proposed maximum aggregate value of transaction:

      5.    Total fee paid:

[ ]   Fee paid previously with preliminary materials.
[ ]   Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
      paid previously. Identify the previous filing by registration statement
      number, or the Form or Schedule and the date of its filing.

      1.    Amount Previously Paid:
      2.    Form, Schedule or Registration Statement No.:
      3.    Filing Party:
      4.    Date Filed:

<PAGE>

[LOGO]

                                                              Important Reminder
- ------------------------------------------------------------------------------

                             FOUNDERS FRONTIER FUND
                             2930 EAST THIRD AVENUE
                             DENVER, COLORADO 80206

                         Special Meeting of Shareholders
                      To be held on Tuesday, August 3, 1999


   Recently we  distributed  proxy  material  regarding  the Special  Meeting of
   Shareholders  for the  Founders  Frontier  Fund  scheduled  to take  place on
   Tuesday,  August 3, 1999.  The Fund's  records  indicate that we have not yet
   received  voting  instructions  from you. We encourage  you to exercise  your
   right  to  vote  in  order  to  have  a  majority  opinion  from  the  Fund's
   shareholders. Please take a few moments to cast your vote. If you do not plan
   to attend the Meeting,  we need to receive your vote by Monday August 2, 1999
   in order to properly  tabulate  the results  for the  Meeting  scheduled  for
   Tuesday, August 3, 1999.

   The Meeting  has been  called in order to  consider a plan of  Reorganization
   which  provides  for the  acquisition  of the assets of Frontier  Fund by the
   Founders  Discovery  Fund,  in exchange  solely for shares of common stock of
   Discovery Fund and the assumption by Discovery Fund of all liabilities of the
   Frontier Fund.  You will receive the number of full and fractional  shares of
   Discovery Fund that is equal in aggregate  value to your holdings in Frontier
   Fund.

   The Board of Directors believes that the Reorganization will benefit you. The
   Discovery  Fund has an  investment  objective  substantially  similar  to the
   investment objective of Frontier Fund and has similar investment  strategies.
   It is anticipated that the Reorganization, which will result in a single Fund
   with a larger combined asset base,  could produce certain  economies of scale
   resulting  in a lower  expense  ratio.  Please  see the proxy  statement  you
   previously received for additional information.

   For your  convenience,  we have  established  three easy  methods by which to
   register your vote:

         1.  BY PHONE:    Simply call 1-800-949-8596.  Representatives are
                          available to take your vote Monday through Friday
                          between 9 a.m. and 11 p.m. and Saturday noon to 6 p.m.
                          Eastern Time.

         2.  BY FAX:      Complete the enclosed proxy card and fax it to us
                          toll-free at 1-800-733-1885, anytime.

         3.  BY MAIL:     Complete the enclosed proxy card and return it in the
                          enclosed postage-paid envelope.  Please utilize this
                          option only if methods one or two are not convenient,
                          since there is no guarantee that your vote will be
                          received in time for the Meeting.

                   REMEMBER, YOUR VOTE COUNTS. VOTE TODAY!

   Please  take the time to vote your  shares  in order to  reduce  the need for
   additional  solicitation efforts or costly meeting adjournments.  If you have
   any questions  regarding  the meeting  agenda or the execution of your proxy,
   please call SHAREHOLDER COMMUNICATIONS at 1-800-949-8596.

   Thank you for your prompt attention.




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