<PAGE>
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 shareholder 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.
Secretary
Dated: March 11, 1996
- --------------------------------------------------------------------------------
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>
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 15, 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. To the Fund's knowledge, no 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,
<PAGE>
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 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.
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.
2
<PAGE>
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.
3
<PAGE>
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, under NCM's management as of December 31, 1995,
without the prior written consent of the Fund and the Adviser.
4
<PAGE>
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:
<TABLE>
<CAPTION>
ANNUAL FEE AS A PERCENTAGE
OF AVERAGE DAILY NET
TOTAL ASSETS ASSETS
--------------------------------------------------- --------------------------
<S> <C>
0 to $500 million .10 of 1%
In excess of $500 million .20 of 1%
</TABLE>
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:
<TABLE>
<CAPTION>
ANNUAL FEE AS A PERCENTAGE
OF AVERAGE DAILY NET
TOTAL ASSETS ASSETS
--------------------------------------------------- --------------------------
<S> <C>
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%
</TABLE>
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.
<TABLE>
<CAPTION>
SUB-ADVISORY FEES FEES PAYABLE UNDER
PERIOD ACTUALLY INCURRED PROPOSED AGREEMENT $ CHANGE % CHANGE
- --------------- ------------------- --------------------- -------- --------
<S> <C> <C> <C> <C>
August 2, 1994
through
May 31, 1995 $297,131.14 $297,131.14 0 0
</TABLE>
5
<PAGE>
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 provides investment advisory services as of
December 31, 1995.
<TABLE>
<CAPTION>
TOTAL NET ASSETS AS OF
NAME JANUARY 29, 1996 FEES PAID
- --------------------------------- ---------------------- ---------------------------------
<S> <C> <C>
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%
</TABLE>
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
6
<PAGE>
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: March 11, 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.
7
<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:
A-1
<PAGE>
<TABLE>
<CAPTION>
ANNUAL FEE AS A PERCENTAGE
OF AVERAGE DAILY NET
TOTAL ASSETS ASSETS
--------------------------------------------------- --------------------------
<S> <C>
0 to $400 million .10 of 1%
In excess of $400 million to $500 million .15 of 1%
In excess of $500 million to $750 million .20 of 1%
In excess of $750 million .25 of 1%
</TABLE>
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 committment 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
A-2
<PAGE>
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 [ ], 1998, 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:
- ---------------------------------------
A-3
<PAGE>
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.
B-1
