SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant
Check the appropriate box:
(X) Preliminary Proxy Statement Confidential, for Use of the
Commission
(as permitted by Rule 14a-
6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Dreyfus Third Century Fund, 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) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
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:
Common stock, par value $.33 1/3
(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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(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 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>
Preliminary Copy
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE DREYFUS THIRD CENTURY FUND, INC.
SPECIAL MEETING OF STOCKHOLDERS- APRIL 18, 1996
The undersigned hereby appoints Jeff S. Prusnofsky and Mark
N. Jacobs and each of them, the attorneys and proxies of the undersigned, with
full power of substitution, to vote all shares of The Dreyfus Third Century
Fund, Inc. which the undersigned is entitled to vote at the Special
Meeting of Stockholders of The Dreyfus Third Century Fund, Inc. to be
held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West,
New York, New York 10166 on April 18, 1996 at 9:30 A.M., New York time, and at
any and all adjournments thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE VOTED
FOR ALL PROPOSALS UNLESS OTHERWISE INDICATED.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature(s) should be exactly as name appearing on this proxy. If shares are
held jointly, each holder should sign. If signing is by attorney, executor,
administrator, trustee or guardian, please give full title.
Please mark the appropriate box below in blue or black ink.
1. Approval of an amended and restated Sub-Investment
Advisory Agreement between The Dreyfus Corporation
and NCM Capital Management Group, Inc.
FOR AGAINST ABSTAIN
2. Approval of an amendment to the Fund's existing
fundamental policy regarding its "Special Considerations"
to provide that the Board of Directors in the future may
adopt new criteria or restrictions governing the Fund's
investments without stockholder approval.
FOR AGAINST ABSTAIN
3. In their discretion, the proxies are authorized to vote upon
such other business which may properly come before the meeting or
any adjournments thereof.
_______________________
Stockholder sign here
<PAGE>
Preliminary Copy
THE DREYFUS THIRD CENTURY FUND, INC.
200 PARK AVENUE
NEW YORK, NEW YORK 10166
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of The Dreyfus Third Century Fund, Inc.:
Notice is hereby given that a Special Meeting of Stockholders of
The Dreyfus Third Century Fund, Inc. (the "Fund"), will be held at the
offices of The Dreyfus Corporation at 200 Park Avenue, 7th Floor West,
New York, New York 10166, at 9:30 A.M. on April 18, 1996, for the
following purposes:
1. To approve an amended and restated Sub-Investment
Advisory Agreement between The Dreyfus Corporation
and NCM Capital Management Group, Inc. to take effect
on April 22, 1996.
2. To approve an amendment to the Fund's existing
fundamental policy regarding its "Special Considerations"
to provide that the Board of Directors in the future may
adopt new criteria or restrictions governing the Fund's
investments without stockholder approval.
3. To consider and vote upon such other matters as may
properly come before said meeting or any adjournments
thereof.
Stockholders of record at the close of business on February 28,
1996 are entitled to notice of and to vote at this Special Meeting or any
adjournment thereof.
_____________________
Dated: __________ ___, 1996 Secretary
Whether or not you expect to attend the meeting, please review
the proxy statement carefully, sign and promptly return the enclosed
proxy in the self-addressed envelope provided. Each vote counts, so
please return your proxy card in order to avoid the additional expense
to the Fund of further solicitation. <PAGE>
Prelimiary Copy
THE DREYFUS THIRD CENTURY FUND, INC.
200 PARK AVENUE
NEW YORK, NEW YORK 10166
PROXY STATEMENT
This proxy statement is furnished in connection with a
solicitation of proxies by the Board of Directors of The Dreyfus Third
Century Fund, Inc. (the "Fund") to be used at the Special Meeting of
Stockholders of the Fund to be held at 9:30 A.M. on April 18, 1996 at
the principal executive offices of The Dreyfus Corporation at 200 Park
Avenue, 7th Floor West, New York, New York 10166 (the "Meeting") for
the purposes set forth in the accompanying Notice of Special Meeting
of Stockholders. Stockholders of record at the close of business on
February 28, 1996 are entitled to be present and to vote at the Meeting.
Each share of common stock is entitled to one vote. It is expected that
the Notice of Special Meeting, Proxy Statement and form of Proxy will
first be mailed to stockholders on or about March 8, 1996.
Shares represented by executed and unrevoked proxies will be
voted in accordance with the specifications made thereon. Unless
instructions to the contrary are marked on the proxy card, the proxy
will be voted in favor of the proposal. If the enclosed form of Proxy is
executed and returned, it nevertheless may be revoked by another proxy
or by letter or telegram directed to the Fund, which must indicate the
stockholder's name and account number. To be effective, such
revocation must be received prior to the Fund's meeting. In addition,
any stockholder who attends a meeting in person may vote by ballot at
the Fund meeting, thereby canceling any proxy previously given. The
presence, in person or by proxy, of holders of record of one third of the
shares of the Common Stock of the Fund issued and outstanding and
entitled to vote thereat shall be sufficient to constitute a quorum for the
transaction of business. If sufficient votes to approve the proposed
items are not received, the persons named as proxies may propose one
or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting or represented by proxy.
When voting on a proposed adjournment, the persons named as proxies
will vote for the proposed adjournment all shares that they are entitled
to vote with respect to the proposed item, unless directed to disapprove
the proposed item, in which case such shares will be voted against the
proposed adjournment. There were 52,249,500.275 shares of the Fund's
common stock outstanding as of February 20, 1996. As of February 20,
1996, Nationwide Life Insurance Company, FBO Variable Account
owned beneficially and of record 4.91% of the Fund's outstanding
shares. To the Fund's knowledge, no other person or group owned
beneficially 5% or more of the Fund's outstanding shares as of such
date.
If a Proxy, which is properly executed and returned accompanied
by instructions to withhold authority to vote, represents a broker "non-
vote" (that is, a Proxy from a broker or nominee indicating that such
person has not received instructions from the beneficial owner or other
person entitled to vote shares on the proposed matter with respect to
which the broker or nominee does not have discretionary power), the
shares represented thereby will be considered not to be present at the
Meeting for purposes of determining the existence of a quorum for the
transaction of business and be deemed not cast with respect to the
proposal. Also, a properly executed and returned Proxy marked with an
abstention will be considered present at the Meeting for purposes of
determining the existence of a quorum for the transaction of business.
However, abstentions and broker "non-votes" do not constitute a vote
"for" or "against" the matter, but have the effect of a negative vote on
the matter which requires approval by the requisite percentage of the
outstanding shares.
The Meeting is called to approve or disapprove an amended and
restated sub-investment advisory agreement between The Dreyfus
Corporation (the "Adviser" or "Dreyfus") and NCM Capital Management
Group, Inc. (the "Sub-Adviser" or "NCM") (Proposal No. 1) and to
approve or disapprove an amendment to the Fund's existing
fundamental policy regarding its Special Considerations (Proposal No.
2).
Under the current sub-investment advisory agreement, the
Adviser pays the Sub-Adviser, out of the management fee it receives
from the Fund, and only to the extent thereof, a fee at an annual rate
of .10 of 1% of the first $500 million of average daily net assets of the
Fund and .20 of 1% of such assets over $500 million. Proposal No. 1
submits for stockholder approval an amended and restated sub-
investment advisory agreement which is substantially the same as the
existing agreement except for a revised fee arrangement under which
the Adviser would pay the Sub-Adviser at an annual rate of .10 of 1%
of the first $400 million of the average daily net assets of the Fund, .15
of 1% of such assets in excess of $400 million up to $500 million, .20 of
1% of such assets in excess of $500 million up to $750 million and .25
of 1% of such assets over $750 million. The amended and restated sub-
investment advisory agreement would also contain a provision which
would prohibit the Sub-Adviser from acting as an investment adviser or
sub-adviser for other investment companies with socially responsible
investment policies, except those investment companies under the Sub-
Adviser's management as of December 31, 1995, without the prior
consent of the Fund and the Adviser.
The factors which you should consider in determining whether
to approve the amended and restated sub-investment advisory
agreement include:
- - The Fund's Board of Directors has unanimously approved it;
- - No change in the Fund's investment objectives or investment
policies will take place;
- - The management fee paid by the Fund will remain .75 of 1% of
the Fund's average daily net assets. Without changing the cost
to the stockholders, the allocation between the Adviser and the
Sub-Adviser would change to provide a higher fee to the Sub-
Adviser as the net assets of the Fund increase.
Proposal No. 2 submits for stockholder approval an amendment
to the Fund's existing fundamental policy regarding its "Special
Considerations" to provide that the Board of Directors may in the future
adopt, without stockholder approval, criteria or restrictions governing
the Fund's investments that are additional to the Fund's Special
Considerations. Any additional criteria or restrictions that supplement
the Special Considerations now require stockholder approval. The
Fund's existing Special Considerations consist of four criteria, which are
listed below, to assess whether a company in which the Fund may
invest contributes to the enhancement of the quality of life in America.
In making an investment decision, the Fund considers a company's
record in the areas of (1) protection and improvement of the
environment and the proper use of natural resources, (2) occupational
health and safety, (3) consumer protection and product safety, and (4)
equal employment opportunity. If approved, the amended fundamental
policy would permit the Board of Directors to adopt additional criteria
or restrictions, but not modify the four criteria currently in effect,
governing the Fund's investments if the Board of Directors determines
that the new criteria or restrictions are consistent with the Fund's
objective of investing in a socially responsible manner. The proposed
amendment, if adopted, would permit the Board of Directors to consider
additional criteria or restrictions that have been raised from time to
time by stockholders, prospective investors, board members and others,
such as prohibition on investments in companies that manufacture or
distribute specified products. Any such new criteria or restrictions,
none of which are currently in effect, would not be fundamental policies
of the Fund and could be subsequently terminated or changed by the
Board of Directors at any time without stockholder approval.
The Board of Directors has unanimously approved Proposal No.
2 and believes it is in the best interests of the Fund and its
stockholders. The amended fundamental policy would afford the Fund's
management additional flexibility in meeting the Fund's goal of socially
responsible investing.
Proposals Nos. 1 and 2 require the affirmative vote of a "majority
of the outstanding voting securities" of the Fund. A vote of the
"majority of the outstanding voting securities" shall mean the lesser of
(i) 67% or more of the voting securities of the Fund entitled to vote
thereon present in person or by proxy at the meeting, if holders of more
than 50% of the outstanding voting securities entitled to vote thereon
are present in person or represented by proxy, or (ii) more than 50% of
the outstanding voting securities of the Fund entitled to vote thereon.
The expense of solicitation will be borne by the Fund and will
include reimbursement of brokerage firms and others for expenses in
forwarding proxy solicitation material to beneficial owners. The
solicitation of proxies will be largely by mail. In addition, solicitation
may include telephone, telegraphic or oral communication by regular
employees of Dreyfus or its affiliates, or other representatives of the
Fund.
Fund stockholders may request copies of the Fund's Annual
Report, without charge, by writing to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144 or by calling 1-800-645-
6561. The principal executive offices of the Fund are located at 200
Park Avenue, New York, New York 10166.
MANAGEMENT OF THE FUND
Dreyfus, located at 200 Park Avenue, New York, New York
10166, supervises and assists in the overall management of the Fund's
affairs, subject to the overall authority of the Fund's Board, under the
terms of a management agreement, dated August 2, 1994 (the
"Management Agreement"). The Management Agreement was last
approved by the Fund's stockholders on August 2, 1994 and by the
Fund's Board of Directors on July 18, 1995.
Dreyfus was formed in 1947 and is a wholly-owned subsidiary of
Mellon Bank, N.A. ("Mellon Bank"), which is a wholly-owned subsidiary
of Mellon Bank Corporation ("Mellon"). Mellon is a publicly owned
multibank holding company incorporated under Pennsylvania law in
1971 and is registered under the Federal Bank Holding Act of 1956, as
amended. Mellon provides a comprehensive range of financial products
and services in domestic and selected international markets. Mellon is
among the twenty-five largest bank holding companies in the United
States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit
Corporation and a number of companies known as Mellon Financial
Services Corporations. Through its subsidiaries, Mellon managed more
than $203 billion in assets as of September 30, 1995, including $80
billion in mutual fund assets. As of September 30, 1995, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for approximately $717 billion in
assets, including approximately $55 billion in mutual fund assets.
Dreyfus' Chairman of the Board and Chief Executive Officer is
Howard Stein. Other directors of Dreyfus are Mandell L. Berman, real
estate consultant and private investor, Southfield Michigan; Frank V.
Cahouet, Chairman of the Board, President and Chief Executive Officer
of Mellon, Pittsburgh, Pennsylvania; Lawrence S. Kash, Vice-Chairman-
Distribution of Dreyfus; Christopher M. Condron, President and Chief
Operating Officer of Dreyfus; Stephen E. Canter, Vice Chairman and
Chief Investment Officer of Dreyfus; Alvin E. Friedman, Senior Adviser
to Dillon, Read & Co., Inc., investment bankers, New York, New York;
Lawrence M. Greene, former Legal Consultant to Dreyfus; Julian M.
Smerling, former Vice Chairman of the Board of Directors of Dreyfus;
W. Keith Smith, Vice Chairman of the Board of Directors of Dreyfus
and Philip L. Toia, Vice Chairman-Administration and Operations of
Dreyfus.
None of the Directors of the Fund own any of the outstanding
shares of Mellon.
Dreyfus has engaged a sub-investment adviser, NCM, to provide
day-to-day portfolio management for the Fund subject to Dreyfus'
supervision. NCM, located at 103 West Main Street, 4th Floor,
Durham, North Carolina 27705-3638, was founded in 1986, is one of the
nation's largest minority-owned investment management firms and, as
of December 31, 1995, had $3.4 billion in assets under management.
NCM's Chairman of the Board, President and Chief Executive
Officer is Maceo K. Sloan. Other directors of NCM are Justin F.
Beckett, Executive Vice President; Peter J. Anderson, Chairman and
Chief Investment Officer of IDS Advisory Group, Inc.; and Morris
Goodwin, Jr., Vice President, Corporate Treasurer, American Express
Financial Advisers Inc. The address of each person named is 103 West
Main Street, 4th Floor, Durham, North Carolina 27705-3638.
NCM is a wholly-owned subsidiary of Sloan Financial Group, Inc.
located at 103 West Main Street, 4th Floor, Durham, North Carolina
27705-3638. Sloan Financial Group, Inc. is a corporation of which
Maceo K. Sloan, CFA, Chairman, President and Chief Executive Officer
of NCM, owns 43%; Justin F. Beckett, Executive Vice President and
director of NCM, owns 17%; and IDS Financial Services Inc., a wholly-
owned subsidiary of American Express Company, owns 40% as of
February 20, 1996.
PROPOSAL NO. 1
APPROVAL OF THE AMENDED AND RESTATED
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN DREYFUS AND NCM
Currently, Dreyfus provides investment management of the
Fund's portfolio, subject to the supervision and approval of the Fund's
Board of Directors, and the Fund pays Dreyfus a fee payable monthly
at the annual rate of .75 of 1% of the value of the Fund's average daily
net assets, pursuant to the Management Agreement with Dreyfus. As
contemplated under the Management Agreement, Dreyfus retained
NCM as sub-investment adviser to provide day-to-day management of
the Fund's investments.
NCM serves as the Fund's sub-adviser under a Sub-Investment
Advisory Agreement with Dreyfus dated August 2, 1994 (the "Existing
Agreement"). The Existing Agreement was approved by the Fund's
stockholders on August 2, 1994 and was last approved by the Fund's
Board of Directors on July 18, 1995.
Under the Existing Agreement, NCM provides investment
advisory assistance and the day-to-day management of the Fund's
portfolio, as well as investment research and statistical information for
the Fund's benefit, subject to the supervision and approval of Dreyfus
and the Fund's Board.
On January 18, 1996, the Board of Directors approved an
amended and restated Sub-Investment Advisory Agreement between the
Adviser and the Sub-Adviser to take effect April 22, 1996, subject to
stockholder approval (the "Proposed Agreement"). The Proposed
Agreement is substantially the same as the Existing Agreement except
for the terms of the fee arrangement and a restriction on NCM's ability
to act as the investment adviser or sub-adviser for other funds with
socially responsible investment policies. A copy of the Proposed
Agreement, marked to show changes from the Existing Agreement, is
attached to this Proxy Statement as Exhibit A. There will be no change
in the Fund's Management Agreement with Dreyfus in connection with
the Proposed Agreement. The total fee paid by the Fund, if the
Proposed Agreement is adopted, will remain the same.
In reaching its decision to approve the Proposed Agreement, the
Fund's Board considered, among other things, the nature and quality
of the services currently being provided by NCM, the new fee structure
and the fact that the overall fee payable by the Fund would not change
and concluded that the fee under the Proposed Agreement is fair and
reasonable to the Fund's stockholders.
Services Provided Under the Existing and Proposed Agreements
The services to be provided by the Sub-Adviser under the
Proposed Agreement remain the same as those provided under the
Existing Agreement (the Existing and Proposed Agreements collectively
being referred to herein as the "Sub-Advisory Agreements"). Under the
Sub-Advisory Agreements, the Sub-Adviser provides the Fund with
investment advice, research and supervisory services, and a continuous
investment program for the Fund's portfolio consistent with its
investment objectives, policies and restrictions.
The Sub-Advisory Agreements permit the Sub-Adviser to act as
an investment adviser for one or more investment companies and
fiduciary or other managed accounts. The Sub-Adviser is bound by its
fiduciary obligations to deal fairly at all times with the Adviser and the
Fund. Accordingly, the Sub-Adviser is required to allocate its services
and investment opportunities among entities and accounts advised or
managed by it in a manner that is fair and equitable to each company
or account. The Proposed Agreement would contain a provision which
would restrict NCM from acting as an investment adviser or sub-adviser
for other funds, or series thereof, with socially responsible investment
policies, except those funds, or series thereof, currently under NCM's
management, without the prior written consent of the Fund and the
Adviser.
The Fee Under the Existing Agreement
For the services provided by the Sub-Adviser, the Adviser pays
the Sub-Adviser out of the fee of .75 of 1% the Adviser receives under
the Management Agreement, and only to the extent thereof, a fee
calculated daily and paid monthly based on the Fund's average daily net
assets as follows:
Annual Fee as a Percentage
Total Assets of Average Daily Net Assets
0 to $500 million .10 of 1%
In excess of $500 million .20 of 1%
The Fee Under the Proposed Agreement
Pursuant to the Proposed Agreement, the Adviser will pay the
Sub-Adviser out of the fee of .75 of 1% the Adviser receives under the
Management Agreement, and only to the extent thereof, a fee calculated
daily and paid monthly based on the Fund's average daily net assets as
follows:
Annual Fee as a Percentage
Total Assets of Average Daily Net
Assets
0 to $400 million .10 of 1%
In excess of $400 to $500 million .15 of 1%
In excess of $500 to $750 million .20 of 1%
In excess of $750 million .25 of 1%
Although the total fee of .75 of 1% paid by the Fund will not
change, the fee payable by the Adviser to NCM under the Proposed
Agreement will be higher than the current fee paid by the Adviser to
NCM. Since the commencement of the Existing Agreement on August
2, 1994, through May 31, 1995, the fee paid by the Adviser to the Sub-
Adviser was .10 of 1% of the average daily net asset value of the Fund
and if the Proposed Agreement were in effect for the same period the
fee paid by the Adviser to the Sub-Adviser also would have been .10 of
1% of the average daily net asset value of the Fund.
The Board of Directors believes that the Proposed Agreement is
fair and reasonable and in the best interests of the Fund and its
stockholders. Accordingly, the Board of Directors has unanimously
approved the Proposed Agreement and recommends that you vote for
the Proposed Agreement. In approving the Proposed Agreement and
recommending its approval by stockholders, the Directors of the Fund,
including the non-interested Directors, considered the best interests of
the Fund, the best interests of the Fund's stockholders and took into
account all such factors they deemed relevant. Such factors include the
nature and quality of the services provided, that no change in the
Fund's investment objectives or investment policies will take place, the
services provided will remain the same and the total fee paid by the
Fund will remain unchanged.
The aggregate expenses and fees payable by the Fund will not
change. The following table compares actual sub-advisory fees incurred
by Dreyfus under the Existing Agreement with the fees that would have
been payable under the Proposed Agreement during the period from
August 2, 1994 through May 31, 1995.
Fees payable
Sub-Advisory fees under Proposed
Period actually incurred Agreement $ Change %
Change
August 2, 1994
through $297,131.14 $297,131.14 0 0
May 31, 1995
As of December 31, 1995, the Sub-Adviser managed over $3.4
billion in assets. In addition to the Fund, the following are the
registered investment companies for whom the Sub-Adviser currently
provides investment advisory services.
Total Net Assets as
Name of January 29, 1996 Fees Paid
The Dreyfus Socially
Responsible Growth
Fund, Inc. $435,817,000 .10 of 1% of the
first $500 million of
average daily net
assets of the Fund
and .20 of 1% of such
assets over $500
million
Calvert Social
Investment Fund $155,000,000 .25 of 1%
Required Vote
The adoption of the Sub-Investment Advisory Agreement, as
amended and restated, requires the affirmative vote of a majority of the
outstanding voting securities of the Fund. The Board of Directors
believes that the compensation to be paid pursuant to the Proposed
Agreement is fair and reasonable. The Board of Directors recommends
that you vote "for" this Proposal No. 1.
PROPOSAL NO. 2
APPROVAL OF AN AMENDMENT TO THE FUND'S
EXISTING FUNDAMENTAL POLICY
The primary goal of the Fund is to provide capital growth
through equity investments in companies that, in the opinion of the
Fund's management, not only meet traditional investment standards,
but also conduct their business in a manner that contributes to the
enhancement of the quality of life in America. The Fund's existing
Special Considerations with respect to the types of companies sought for
investment consist of four criteria to assess whether a company
contributes to the enhancement of the quality of life in America. The
Fund considers a company's record in the areas of (1) protection and
improvement of the environment and the proper use of natural
resources, (2) occupational health and safety, (3) consumer protection
and product safety, and (4) equal employment opportunity.
Proposal No. 2 submits for stockholder approval an amendment
to the Fund's existing fundamental policy in the form attached hereto
as Exhibit B (the "Proposed Amendment") regarding its Special
Considerations, to provide that the Board of Directors in the future may
adopt, without stockholder approval, criteria or restrictions governing
the Fund's investments that are additional to the Fund's Special
Considerations. Any additional criteria or restrictions that supplement
the Special Considerations now require stockholder approval. If
approved, the amendment would permit the Board of Directors to adopt
additional criteria or restrictions, but not modify the four existing
criteria listed above, governing the Fund's investments if the Board of
Directors determines that the new criteria or restrictions are consistent
with the Fund's objective of investing in a socially responsible manner.
The Proposed Amendment, if adopted, would permit the Board of
Directors to consider additional criteria or restrictions that have been
raised from time to time by stockholders, prospective investors, board
members and others, such as prohibitions on investments in companies
that manufacture or distribute specified products. Any such new
criteria or restrictions, none of which are currently in effect, would not
be fundamental policies of the Fund and could be subsequently
terminated or changed by the Board of Directors at any time without
stockholder approval. If the Proposed Amendment is adopted, the Fund
would disclose the change in the Fund's prospectus. Upon the adoption
of any new criteria or restrictions or any termination of or change to
any such criteria or restrictions that has not previously been disclosed,
the Fund will disclose the termination or change in the Fund's
prospectus and in the next ensuing report disseminated to stockholders.
The Board of Directors believes that the Proposed Amendment
is in the best interests of the Fund and its stockholders. The Board of
Directors has unanimously approved the Proposed Amendment and
recommends that you vote for the Proposed Amendment. In approving
the Proposed Amendment and recommending its approval by
stockholders, the Directors of the Fund, including the non-interested
Directors, considered the best interests of the Fund and the Fund's
stockholders, and took into account all such factors they deemed
relevant. Such factors included, for example, the fact that, from time to
time the Board of Directors may determine that one or more additional
investment criteria or restrictions are appropriate to impose on the
Fund, in order for the Fund to best meet its objective of providing
capital growth by investing in a socially responsible manner. The Board
and the Fund's Adviser believe that it would be in the best interests of
the Fund, and the Fund's stockholders, if the Board has the authority
to adopt additional criteria or restrictions without incurring the time
and expense of seeking stockholder approval for new criteria or
restrictions, or for the modification or elimination of any such criteria
or restrictions. The Fund's existing four Special Considerations would
not be changed in any way by the Proposed Amendment and any change
to them in the future could only be made with stockholder approval. All
potential investments by the Fund would continue to be assessed using
the Fund's existing four Special Considerations.
Required Vote
The approval of the Proposed Amendment to the Fund's existing
fundamental policy, requires the affirmative vote of a majority of the
outstanding voting securities of the Fund. The Board of Directors
believes that the Proposed Amendment is fair and reasonable. The
Board of Directors recommends that you vote "for" this Proposal No. 2.
OTHER MATTERS
No business other than as set forth herein is expected to come
before the Meeting, but should any other matter requiring a vote of
stockholders arise, including any question as to an adjournment of the
Meeting, the persons named in the enclosed Proxy will vote thereon
according to their best judgment in the interests of the Fund.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund at 200 Park Avenue, New York, New
York 10166, whether other persons are the beneficial owners of the
shares for which proxies are being solicited and, if so, the number of
copies of the proxy statement and other soliciting material you wish to
receive in order to supply copies to the beneficial owners of shares.
STOCKHOLDER PROPOSALS
A stockholder proposal intended to be presented at any meeting
of stockholders the Fund hereinafter calls must be received by the Fund
a reasonable time before the Board of Directors' solicitation relating
thereto is made in order to be included in the proxy statement and form
of proxy relating to that meeting and presented at the meeting. The
mere submission of a proposal by a stockholder does not guarantee that
such proposal will be included in the proxy statement because certain
rules under the Federal securities laws must be complied with before
inclusion of the proposal is required.
___________________
Secretary
Dated: ____________ ___, 1996
It is important that proxies be returned promptly. Therefore,
stockholders who do not expect to attend the meeting in person are
urged to complete, sign, date and return the proxy card in the enclosed
stamped envelope.<PAGE>
EXHIBIT A
AMENDED AND RESTATED SUB-INVESTMENT ADVISORY
AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
____________________, 1996
NCM Capital Management Group, Inc.
103 West Main Street, 4th Floor
Durham, North Carolina 27701-3638
Dear Sirs:
As you are aware, The Dreyfus Third Century Fund, Inc., a
Maryland corporation (the "Fund"), desires to employ its capital by
investing and reinvesting the same in investments of the type and in
accordance with the limitations specified in its Articles of Incorporation
and in its Prospectus and Statement of Additional Information as from
time to time in effect, copies of which have been or will be submitted to
you, and in such manner and to such extent as from time to time may
be approved by the Fund's Board of Directors. The Fund intends to
employ The Dreyfus Corporation (the "Adviser") to act as its investment
adviser pursuant to a written agreement (the "Management
Agreement"), a copy of which has been furnished to you. The Adviser
desires to employ you to act as the Fund's sub-investment adviser.
In this connection, it is understood that from time to time you
will employ or associate with yourself such person or persons as you
may believe to be particularly fitted to assist you in the performance of
this Agreement. Such person or persons may include persons employed
by you who also act as officers of the Fund. The compensation of such
person or persons shall be paid by you and no obligation may be
incurred on either the Fund's or Adviser's behalf in any such respect.
Subject to the supervision and approval of the Adviser, you will
provide investment management of the Fund's portfolio in accordance
with the Fund's investment objectives and policies as stated in the
Fund's Prospectus and Statement of Additional Information as from
time to time in effect. In connection therewith, you will supervise the
Fund's investments and conduct a continuous program of investment,
evaluation and, if appropriate, sale and reinvestment of the Fund's
assets. You will furnish to the Adviser or the Fund such statistical
information, with respect to the investments which the Fund may hold
or contemplate purchasing, as the Adviser or the Fund may reasonably
request. The Fund and the Adviser wish to be informed of important
developments materially affecting the Fund's portfolio and shall expect
you, on your own initiative, to furnish to the Fund or the Adviser from
time to time such information as you may believe appropriate for this
purpose.
You shall exercise your best judgment in rendering the services
to be provided hereunder, and the Adviser agrees as an inducement to
your undertaking the same that you shall not be liable hereunder for
any error of judgment or mistake of law or for any loss suffered by the
Fund or the Adviser, provided that nothing herein shall be deemed to
protect or purport to protect you against any liability to the Adviser, the
Fund or the Fund's security holders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.
In consideration of services rendered pursuant to this Agreement,
the Adviser will pay you, on the first business day of each month, out
of the management fee it receives and only to the extent thereof, a fee
calculated daily and paid monthly based on the Fund's average daily net
assets for the preceding month as follows:
Annual Fee as a
Percentage of
Total Assets Average Daily Net Assets
0 to $400 million .10 of 1%
In excess of $400 to $500 million .15 of 1%
In excess of $500 to $750 million .20 of 1%
In excess of $750 million .25 of 1%
Net asset value shall be computed on such days and at such time
or times as described in the Fund's then-current Prospectus and
Statement of Additional Information. The fee for the period from the
date following the commencement of sales of the Fund's shares (after
any sales are made to the Adviser) to the end of the month during
which such sales shall have been commenced shall be pro-rated
according to the proportion which such period bears to the full monthly
period, and upon any termination of this Agreement before the end of
any month, the fee for such part of a month shall be pro-rated according
to the proportion which such period bears to the full monthly period
and shall be payable within 10 business days of the date of termination
of this Agreement.
For the purpose of determining fees payable to you, the value of
the Fund's net assets shall be computed in the manner specified in the
Fund's Articles of Incorporation for the computation of the value of the
Fund's net assets.
You will bear all expenses in connection with the performance of
your services under this Agreement. The Adviser and the Fund have
agreed that all other expenses to be incurred in the operation of the
Fund (other than those borne by the Adviser) will be borne by the
Fund, except to the extent specifically assumed by the Adviser or you.
The expenses to be borne by the Fund include, without limitation, the
following: organizational costs, taxes, interest, loan commitment fees,
interest and distributions on securities sold short, brokerage fees and
commissions, if any, fees of Directors who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities
of you or the Adviser or any affiliate of you or the Adviser, Securities
and Exchange Commission fees and state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association fees,
outside auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, costs attributable to
investor services (including, without limitation, telephone and personnel
expenses), costs of stockholders' reports and meetings, costs of
preparing, printing and distributing certain prospectuses and statements
of additional information, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to the Fund's Management Agreement, but
excluding interest, taxes, brokerage and, with the prior written consent
of the necessary state securities commissions, extraordinary expenses)
exceed 1-1/2% of the average value of the Fund's net assets for the fiscal
year, the Adviser may deduct from the fees to be paid hereunder, or you
will bear such excess expense on a pro-rata basis with the Adviser, in
the proportion that the sub-advisory fee payable to you pursuant to this
Agreement bears to the fee payable to the Adviser pursuant to the
Management Agreement, to the extent required by state law. Your
obligation pursuant hereto will be limited to the amount of your fees
hereunder. Such deduction or payment, if any, will be estimated daily,
and reconciled and effected or paid, as the case may be, on a monthly
basis.
The Adviser understands that you now act, and that from time
to time hereafter you may act, as investment adviser to one or more
other investment companies and fiduciary or other managed accounts,
and the Adviser has no objection to your so acting, provided that when
purchase or sale of securities of the same issuer is suitable for the
investment objectives of two or more companies or accounts managed
by you which have available funds for investment, the available
securities will be allocated in a manner believed by you to be equitable
to each company or account. It is recognized that in some cases this
procedure may adversely affect the price paid or received by the Fund
or the size of the position obtainable for or disposed of by the Fund.
Notwithstanding the above, you agree that you will not act as an
investment adviser or sub-adviser for any other registered investment
company having socially responsible investment policies, except those
investment companies under your management as of December 31,
1995, without the prior written consent of the Fund and the Adviser.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their
full time to such services and nothing herein contained shall be deemed
to limit or restrict your right or the right of any of your affiliates to
engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
You shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund or the Adviser in connection
with the matters to which this Agreement relates, except for a loss
resulting from willful misfeasance, bad faith or gross negligence on your
part in the performance of your duties or from reckless disregard by you
of your obligations and duties under this Agreement. Any person, even
though also your officer, director, partner, employee or agent, who may
be or become an officer, Director, employee or agent of the Fund, shall
be deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting solely
for the Fund and not as your officer, director, partner, employee or
agent or one under your control or direction even though paid by you.
This Agreement shall continue until [ ], and
thereafter shall continue automatically for successive annual periods
ending on [ ] of each year, provided such continuance is
specifically approved at least annually by (i) the Fund's Board of
Directors or (ii) a vote of a majority (as defined in the Investment
Company Act of 1940, as amended) of the Fund's outstanding voting
securities, provided that in either event its continuance also is approved
by a majority of the Fund's Directors who are not "interested persons"
(as defined in said Act) of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval.
This Agreement is terminable without penalty (i) by the Adviser upon
60 days' notice to you, (ii) by the Fund's Board of Directors or by vote
of the holders of a majority of the Fund's shares upon 60 days' notice
to you, or (iii) by you upon not less than 90 days' notice to the Fund
and the Adviser. This Agreement also will terminate automatically in
the event of its assignment (as defined in said Act). In addition,
notwithstanding anything herein to the contrary, if the Management
Agreement terminates for any reason, this Agreement shall terminate
effective upon the date the Management Agreement terminates.
If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
THE DREYFUS CORPORATION
By:_____________________________________________
Accepted:
NCM CAPITAL MANAGEMENT GROUP, INC.
By:_______________________________________
EXHIBIT B
The existing fundamental policy set forth as Investment Restriction No.
1 in the Fund's Statement of Additional Information reads as follows:
The Fund's special considerations described under "Special
Considerations" in the Fund's Prospectus will not be changed or
supplemented.
The proposed fundamental policy would read as follows:
The Fund's special considerations described under "Special
Considerations" in the Fund's Prospectus will not be changed without
stockholder approval. The Board of Directors may from time to time
without stockholder approval adopt additional criteria or restrictions
governing the Fund's investments if the Board of Directors determines
that the new criteria or restrictions are consistent with the Fund's
objective of investing in a socially responsible manner. Any such new
criteria or restrictions would not be fundamental policies of the Fund
and could be subsequently terminated or changed by the Board of
Directors at any time without stockholder approval.
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