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:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-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] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which the transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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 is determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] 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>
THE DREYFUS THIRD CENTURY FUND, INC.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
NOTICE OF SPECIAL JOINT MEETINGS OF STOCKHOLDERS
To the Stockholders of
The Dreyfus Third Century Fund, Inc. and
The Dreyfus Socially Responsible Growth Fund, Inc.:
NOTICE IS HEREBY GIVEN that Special Joint Meetings of Stockholders of
The Dreyfus Third Century Fund, Inc. and The Dreyfus Socially Responsible Growth
Fund, Inc. (each, a "Fund" and, collectively, the "Funds") will be held at the
offices of The Dreyfus Corporation ("Dreyfus") at 200 Park Avenue, 7th Floor
West, New York, New York at 10:00 a.m. on April 14, 1999 (the "Meetings"), for
the purposes of considering and voting upon:
STOCKHOLDERS OF EACH FUND VOTE SEPARATELY ON PROPOSAL 1.
(1) A proposal to approve a new sub-investment advisory agreement
between Dreyfus and NCM Capital Management Group, Inc. ("NCM"), relating to each
Fund, the terms of which are identical to the terms of the current
sub-investment advisory agreement between Dreyfus and NCM, relating to each
Fund, in all material respects.
(2) The transaction of such other business as may properly come before
the Meetings or any adjournments thereof.
Proposal 1 is discussed in the Combined Proxy Statement attached to
this Notice. Each stockholder is invited to attend the Meetings in person.
Stockholders of record at the close of business on February 3, 1999 will be
entitled to receive notice of and to vote at the Meetings or any adjournments
thereof.
By Order of the Boards
Secretary
Dated: February 4, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETINGS, PLEASE REVIEW THE
COMBINED 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 OF FURTHER SOLICITATION.
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THE DREYFUS THIRD CENTURY FUND, INC.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
COMBINED PROXY STATEMENT
SPECIAL JOINT MEETINGS OF STOCKHOLDERS
This combined proxy statement (the "Proxy Statement") is furnished in
connection with a solicitation of proxies by the Board of each of The Dreyfus
Third Century Fund, Inc. ("Dreyfus TCF") and The Dreyfus Socially Responsible
Growth Fund, Inc. ("Dreyfus SRGF") (each, a "Fund" and, collectively, the
"Funds") to be used at the Special Joint Meetings of Stockholders of the Funds
to be held at the offices of The Dreyfus Corporation ("Dreyfus") at 200 Park
Avenue, 7th Floor West, New York, New York at 10:00 a.m. on April 14, 1999 (the
"Meetings") for the purposes set forth in the accompanying Notice of Special
Joint Meetings of Stockholders. Stockholders of record at the close of business
on February 3, 1999 (the "Record Date") are entitled to be present and to vote
at the Meetings. Each Fund share is entitled to one vote. Stockholders can vote
only on matters affecting the Fund(s) of which they are stockholders. This Proxy
Statement is being used in order to reduce the preparation, printing and
handling expenses that would result from the use of a separate proxy statement
for each Fund. It is estimated that proxy materials will be mailed to
stockholders of record on or about February 12, 1999. The principal executive
offices of each Fund are located at 200 Park Avenue, New York, New York 10166.
The proposal to be voted upon by stockholders of the Funds is as follows:
STOCKHOLDERS OF EACH FUND VOTE SEPARATELY ON PROPOSAL 1.
Proposal 1 - To approve a new sub-investment advisory agreement between
Dreyfus and NCM Capital Management Group, Inc. ("NCM"), relating to each Fund,
the terms of which are identical to the terms of the current sub-investment
advisory agreement between Dreyfus and NCM, relating to each Fund, in all
material respects. Stockholders of each Fund entitled to vote will vote
separately on such proposal.
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 facsimile directed
to the relevant Fund, which must indicate the stockholder's name and account
number. To be effective, such revocation must be received prior to the Meetings.
In addition, any stockholder who attends the Meetings in person may vote by
ballot at the Meetings, thereby canceling any proxy previously given.
With respect to Dreyfus TCF, a quorum is constituted by the presence in
person or by proxy of the holders of a majority of the Common Stock of the Fund
issued and outstanding and entitled to vote at the Meetings. With respect to
Dreyfus SRGF, a quorum is constituted by the presence in person or by proxy of
the holders of one third of the Common Stock of the Fund issued and outstanding
and entitled to vote at the Meetings. If a quorum is not present, or if a quorum
is present but sufficient votes to approve any of the proposals are not
received, with respect to either or both Funds, the persons named as proxies may
propose one or more adjournments of the Meetings with respect to such Fund or
Funds to permit further solicitation of proxies. In determining whether to
adjourn the Meetings with respect to a Fund, the following factors may be
considered: the nature of the proposals that are the subject of the Meetings,
the percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to stockholders with respect to the reasons for the solicitation. Any
adjournment will require the
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affirmative vote of a majority of those shares represented at the Meetings in
person or by proxy. A stockholder vote may be taken for one or both of the Funds
on the proposal in this Proxy Statement prior to any adjournment if sufficient
votes have been received for approval. On December 22, 1998, there were
85,429,404.318 shares of Common Stock of Dreyfus TCF and 14,656,847.648 shares
of Common Stock of Dreyfus SRGF outstanding and entitled to vote at the
Meetings, respectively.
PROPOSAL 1. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN DREYFUS AND NCM, RELATING TO EACH FUND.
STOCKHOLDERS OF EACH FUND VOTE SEPARATELY ON THIS PROPOSAL.
INTRODUCTION
NCM currently serves as sub-investment adviser for each Fund pursuant
to an amended and restated sub-investment advisory agreement with each Fund's
investment adviser, Dreyfus (the "Current Sub-Investment Advisory Agreement").
NCM is a subsidiary of Sloan Financial Group, Inc. ("Sloan Financial"). As
discussed further below, pursuant to ongoing negotiations, the ownership
interests in Sloan Financial are expected to be redistributed in two phases, the
first of which was completed on December 14, 1998 (such redistribution is
referred to herein as the "Transaction").
Each Fund has been advised that the contemplated Transaction is
anticipated to have no effect on NCM's investment management operations. Under
the Investment Company Act of 1940, as amended (the "1940 Act"), the Transaction
may result in a change of control in NCM which would constitute an assignment of
the Current Sub-Investment Advisory Agreements and thereby cause their automatic
termination. The Board of each Fund has unanimously approved, and recommends
that the stockholders approve, a new sub-investment advisory agreement between
Dreyfus and NCM (the "New Sub-Investment Advisory Agreement") that is identical
in all material respects to the Current Sub-Investment Advisory Agreement.
THE CURRENT SUB-INVESTMENT ADVISORY AGREEMENT
Under each Fund's Current Sub-Investment Advisory Agreement, NCM
provides investment advisory assistance and the day-to-day management of each
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.
With respect to Dreyfus TCF, as compensation for NCM's services under
the Current Sub-Investment Advisory Agreement, Dreyfus pays NCM out of the fee
of .75 of 1% of the Fund's average daily net assets it receives under its
investment advisory agreement with Dreyfus TCF, and only to the extent thereof,
a fee at an annual rate based on the value of the Fund's average daily net
assets as follows:
ANNUAL FEE AS A PERCENTAGE OF
TOTAL ASSETS AVERAGE DAILY NET ASSETS
- ------------------------------------------- -----------------------------
0 up 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%
With respect to Dreyfus SRGF, as compensation for NCM's services under
the Current Sub-Investment Advisory Agreement, Dreyfus pays NCM out of the fee
of .75 of 1% of the Fund's average daily net assets it
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receives under its investment advisory agreement with Dreyfus SRGF, and only to
the extent thereof, a fee at an annual rate based on the value of the Fund's
average daily net assets as follows:
ANNUAL FEE AS A PERCENTAGE OF
TOTAL ASSETS AVERAGE DAILY NET ASSETS
- ------------------------------------------ ---------------------------------
0 up to $32 million .10 of 1%
In excess of $32 million to $150 million .15 of 1%
In excess of $150 million to $300 million .20 of 1%
In excess of $300 million .25 of 1%
Each Fund's Current Sub-Investment Advisory Agreement provides that
absent willful misfeasance, bad faith, gross negligence, or reckless disregard,
NCM shall not be subject to liability to Dreyfus or the Fund for any error in
judgment or mistake of law, or for any loss suffered by Dreyfus or the Fund in
connection with the matters to which the Current Sub-Investment Advisory
Agreement relates. The Current Sub-Investment Advisory Agreement provides for
automatic renewal for successive annual periods ending on August 31st of each
year with respect to Dreyfus TCF, and on July 29th of each year with respect to
Dreyfus SRGF, provided such continuance is specifically approved at least
annually, as to each Fund, by (i) the Fund's Directors or (ii) vote of a
majority (as defined in the 1940 Act) 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
the 1940 Act) of any party to the Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. The Current Sub-Investment
Advisory Agreement is terminable without penalty (i) by Dreyfus upon 60 days'
notice to NCM, (ii) by the Fund's Board or by vote of the holders of a majority
of the Fund's shares upon 60 days' notice to NCM, or (iii) by NCM upon not less
than 90 days' notice to Dreyfus and the Fund. Furthermore, the Current
Sub-Investment Advisory Agreement provides for automatic termination in the
event of its assignment.
Each Fund's Current Sub-Investment Advisory Agreement was executed on
April 22, 1996, pursuant to shareholder approval. Each Fund's Board, including a
majority of the "non-interested" Board members (as defined in the 1940 Act),
most recently approved the continuance of the Current Sub-Investment Advisory
Agreement on July 16, 1998 as part of its annual review.
THE NEW SUB-INVESTMENT ADVISORY AGREEMENT
The terms and conditions of the New Sub-Investment Advisory Agreement
are identical to the terms and conditions of the Current Sub-Investment Advisory
Agreement in all material respects. If approved by shareholders, the New
Sub-Investment Advisory Agreement will continue until August 31, 1999 with
respect to Dreyfus TCF, and until July 29, 1999 with respect to Dreyfus SRGF,
unless terminated earlier, and annually thereafter provided that its continuance
is approved at least annually in the same manner as prescribed in the Current
Sub-Investment Advisory Agreement.
The description of the New Sub-Investment Advisory Agreement is
qualified in its entirety by reference to the form of New Sub-Investment
Advisory Agreement for both Funds, attached hereto as Exhibit A.
For the fiscal year ended May 31, 1998, $1,166,450 in fees were paid by
Dreyfus to NCM with respect to Dreyfus TCF under Dreyfus TCF's Current
Sub-Investment Advisory Agreement. For the fiscal year ended December 31, 1997,
$296,615 in fees were paid by Dreyfus to NCM with respect to Dreyfus SRGF under
Dreyfus SRGF's Current Sub-Investment Advisory Agreement. Under the New
Sub-Investment Advisory Agreement, NCM would have received the same fees from
Dreyfus with respect to each Fund.
NCM CAPITAL MANAGEMENT GROUP, INC.
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NCM is an employee-owned subsidiary of Sloan Financial located at 103
West Main Street , 4th Floor, Durham, North Carolina 27705-3638. NCM is 60
percent co-owned by Maceo K. Sloan and Justin E. Beckett.
In addition to the Funds, the following are the registered investment
companies for which NCM provides investment advisory services as of December 31,
1998.
<TABLE>
<CAPTION>
Assets Under
Mutual Fund Management Management Fees
<S> <C> <C>
Calvert Social Investment Fund, Balanced Portfolio $277,966,839 .25 of 1%
Calvert Variable Series, Inc., Social Balanced Portfolio $185,591,139 .25 of 1%
Nationwide Separate Account Trust $2,274,391 .25 of 1%
</TABLE>
It is anticipated that each of the directors and officers of NCM will
hold the same position after consummation of the Transaction. The address of the
directors and officers is 103 West Main Street, 4th Floor, Durham, North
Carolina 27701. The directors and executive officers of NCM are listed below:
Maceo K. Sloan, CFA, Chairman, President, Chief Executive Officer and Director.
Justin F. Beckett, Executive Vice President and Director. Edith H. Noel, Senior
Vice President, Corporate Secretary/Treasurer. Clifford D. Mpare, Executive Vice
President, Co-Chief Investment Officer. Benjamin Blakney, Executive Vice
President, Chief Operating Officer. Tammie F. Coley, Senior Vice President,
Chief Financial Officer. Victoria A. Treadwell, Senior Vice President, Director
of Client Services.
CHANGE IN CONTROL OF NCM
Sloan Financial is the parent company of NCM. Sloan Financial, also
headquartered in Durham, North Carolina, is the nation's largest minority-owned
financial services firm. Currently, Sloan Financial contains two investment
management subsidiaries, NCM and New Africa Advisers, Inc. Within its family of
companies, Sloan Financial manages assets of approximately $4 billion, and the
firm's client base includes many of the nation's largest employee benefit,
foundation, and endowment plans.
In 1991, American Express Asset Management Group Inc. (formerly IDS
Advisory Group) ("American Express") purchased a 40% interest in Sloan
Financial. Pursuant to ongoing negotiations, Messrs. Sloan and Beckett plan to
purchase American Express's 40% interest in Sloan Financial in two separate
phases of the Transaction. Phase I, which was completed on December14, 1998,
consisted of a 14.9% assignment of American Express's 40% interest to Messrs.
Sloan and Beckett. This assignment increased Mr. Sloan's interest from 43% to
53.7%, and Mr. Beckett's interest from 17% to 21.2%, and decreased American
Express's interest from 40% to 25.1%. The assignment in Phase I preserved
American Express's position as a controlling person of Sloan Financial. In Phase
II, American Express will sell its remaining 25.1% interest to Messrs. Sloan and
Beckett, so that Mr. Sloan will hold a 72% interest and Mr. Beckett will hold a
28% interest in Sloan Financial.
Since American Express will no longer have a controlling interest in
Sloan Financial at the completion of Phase II, an assignment of the Current
Sub-Investment Advisory Agreement with respect to each Fund may be deemed to
have taken place, which would terminate such Agreements. Therefore, shareholder
approval of the New Sub-Investment Advisory Agreement with respect to each Fund
is required before the Transaction is finalized.
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Phase II is expected to be completed immediately following stockholder approval
of the New Sub-Investment Advisory Agreement with respect to each Fund.
REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION
The affirmative vote of a "majority of the outstanding voting
securities" is required with respect to each Fund to approve the New
Sub-Investment Advisory Agreement for such Fund. Under the 1940 Act, a vote of
the "majority of the outstanding voting securities" shall mean the lesser of (i)
67% or more of the voting shares present at the Meetings if the holders of more
than 50% of the outstanding voting shares are present in person or by proxy or
(ii) more than 50% of the outstanding voting shares of the Fund.
It is currently contemplated that if stockholder approval is obtained
only for Dreyfus TCF or only for Dreyfus SRGF, but is not obtained for the other
Fund, Phase II of the Transaction will not be consummated, the New
Sub-Investment Advisory Agreement will not take effect for either Fund, and the
Current Sub- Investment Advisory Agreement of each Fund will continue in full
force and effect in accordance with its terms. If stockholders of both Funds
approve the New Sub-Investment Advisory Agreements, such Agreements would become
effective upon the completion of Phase II of the Transaction, which, it is
currently contemplated, would occur shortly after the approval by both Funds'
stockholders. If Phase II of the Transaction is not consummated for any other
reason, the New Sub-Investment Advisory Agreement will not take effect for
either Fund, and the Current Sub-Investment Advisory Agreement of each Fund will
continue in full force and effect in accordance with its terms.
Based on evaluation of the materials presented, the Boards determined
that they were satisfied that services to be provided by NCM to the Funds would
not be adversely affected by the proposed Transaction and that the Transaction
would not impose an unfair burden on the Funds. The Boards also considered the
overall fee structure and concluded that the aggregate fee is fair and
reasonable to the Funds' stockholders. The fact that the terms of the Current
Sub-Investment Advisory Agreement and the New Sub-Investment Advisory Agreement
are identical in all material respects also impacted the Boards' determination.
EACH FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS,
UNANIMOUSLY APPROVED THE NEW SUB-INVESTMENT ADVISORY AGREEMENT AND RECOMMENDS
THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL.
ADDITIONAL INFORMATION
INVESTMENT ADVISER
Dreyfus, located at 200 Park Avenue, New York, New York 10166, provides
investment advisory services to each Fund under the terms of a separate
investment advisory agreement with such Fund. As to each Fund, the investment
advisory agreement was entered into on August 2, 1994 and last approved by its
Board on July 16, 1998 and by its stockholders on August 2, 1994.
DISTRIBUTOR
Premier Mutual Fund Services, Inc. ("Premier"), located at 60 State
Street, Boston, Massachusetts 02109, serves as each Fund's distributor. Premier
is a subsidiary of the Boston Institutional Group, Inc. Each Fund sells its
shares on a continuous basis through Premier, as agent. Premier is not obligated
to sell a particular amount of shares.
OWNERSHIP OF FUND SHARES
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To the best knowledge of Dreyfus TCF, as of December 22, 1998, the
name, address and share ownership of each person who owned beneficially or of
record 5% or more of Dreyfus TCF's outstanding voting securities were:
<TABLE>
<CAPTION>
Percent of Shares
Name and Address of Owner Number of Shares Outstanding
- ------------------------- ---------------- -----------
<S> <C> <C>
Nationwide Life Insurance Company
fbo NACO Variable Account 5,863,323.161 6.86%
Nationwide DC Variable Account 4,582,016.331 5.36%
</TABLE>
To the best knowledge of Dreyfus SRGF, as of December 22, 1998, the
name, address and share ownership of each person who owned beneficially or of
record 5% or more of Dreyfus SRGF's outstanding voting securities were:
<TABLE>
<CAPTION>
Percent of Shares
Name and Address of Owner Number of Shares Outstanding
- ------------------------- ---------------- -----------
<S> <C> <C>
Nationwide Variable Account II 8,158,577.712 55.66%
Transamerica Occidental Life Insurance Company
Separate Account VA-2L 1,848,445.686 12.61%
Nationwide Life Insurance Company
NWVA-9 81,181,968.581 8.06%
Nationwide Multi-Flex (NBA) 1,181,511.911 8.06%
</TABLE>
As of December 22, 1998, the percentage of shares beneficially owned by
all Board members and officers as a group did not exceed one percent of each
Fund's shares outstanding.
OTHER MATTERS
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 of a Fund on a particular matter with respect to which the broker or
nominee does not have discretionary power), the Fund's shares represented
thereby will be considered not to be present at the Meetings 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
Meetings for the 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.
In accordance with current law, Dreyfus SRGF anticipates that a
Participating Insurance Company issuing a variable annuity contract or variable
life insurance policy that participates in Dreyfus SRGF will request voting
instructions from policy holders and will vote shares in proportion to the
voting instructions
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received. For further information on voting rights, see the prospectus for the
variable annuity contract or variable life insurance policy for the information
pertaining to voting.
Each Fund's Board is not aware of any other matters which may come
before the Meetings. However, should any such matters with respect to one or
both Funds properly come before the Meetings, it is the intention of the persons
named in the accompanying form of proxy to vote the proxy in accordance with
their judgment on such matters.
NCM will bear the cost of soliciting proxies. In addition to the use of
the mails, proxies may be solicited personally, by telephone or by telegraph,
and NCM may pay persons holding shares of a Fund in their names or those of
their nominees for their expenses in sending soliciting materials to their
principals. Aggregate solicitation fees are estimated to be $74,183.50.
Unless otherwise required under the 1940 Act, ordinarily it will not be
necessary for a Fund to hold annual meetings of stockholders. As a result, a
Fund's stockholders will not consider each year the election of Board members or
the appointment of auditors. However, a Fund's Board will call a meeting of its
stockholders for the purpose of electing Board members if, at any time, less
than a majority of the Board members then holding office have been elected by
stockholders. Under each Fund's by-laws, the Board members are required to call
a meeting of stockholders for the purpose of voting upon the question of removal
of any such Board members when requested in writing to do so by the stockholders
of record of not less than 10% of such Fund's outstanding shares. Stockholders
wishing to submit proposals for inclusion in a Fund's proxy statement for a
subsequent stockholder meeting should send their written submissions to the
principal executive offices of the Funds at 200 Park Avenue, New York, New York
10166, Attention: General Counsel.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the appropriate Fund by calling 1-800-645-6561 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.
Dated: February 4, 1999
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETINGS IN PERSON ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
THE FUNDS WILL FURNISH, WITHOUT CHARGE, COPIES OF EACH FUND'S CURRENT
ANNUAL AND SEMI-ANNUAL REPORTS TO STOCKHOLDERS, TO ANY STOCKHOLDER UPON REQUEST.
THE FUNDS' ANNUAL AND SEMI-ANNUAL REPORTS TO STOCKHOLDERS MAY BE OBTAINED FROM
THE FUNDS BY WRITING TO THE FUNDS AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW
YORK 11556-0144 OR BY CALLING 1-800-645-6561.
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EXHIBIT A
FORM OF NEW SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 PARK AVENUE
NEW YORK, NEW YORK 10166
, 1999
NCM Capital Management Group, Inc.
103 West Main Street, 4th Floor
Durham, North Carolina 27701-3638
Dear Sirs:
As you are aware, */ , 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.
- --------
*/ Insert as appropriate The Dreyfus Third Century Fund, Inc. or The
Dreyfus Socially Responsible Growth Fund, Inc.
A-1
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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:
With respect to The Dreyfus Third Century Fund, Inc.,
ANNUAL FEE AS A
PERCENTAGE OF AVERAGE
TOTAL ASSETS 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%
With respect to The Dreyfus Socially Responsible Growth Fund, Inc.,
ANNUAL FEE AS A
PERCENTAGE OF AVERAGE
TOTAL ASSETS DAILY NET ASSETS
- --------------------------------- -----------------------------------------
0 to $32 million .10 of 1%
In excess of $32 to $150 million .15 of 1%
In excess of $150 to $300 million .20 of 1%
In excess of $300 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
A-2
<PAGE>
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 */ , 1999 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.
- --------
*/ Insert as appropriate August 31 and July 29 for The Dreyfus Third Century
Fund, Inc. and The Dreyfus Socially Responsible Growth Fund, Inc., respectively.
A-3
<PAGE>
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-4
<PAGE>
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 1.
1. To approve a new sub-investment advisory agreement
between The Dreyfus Corporation ("Dreyfus") and NCM
Capital Management Group, Inc. ("NCM"), relating to [
]. For Against Abstain
[--] [--] [--]
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- --------Shareholder sign here ----------Co-owner (if any) sign here------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. THE
DREYFUS THIRD CENTURY FUND, INC. THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND,
INC.
- -------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
No matter how many shares you own, your vote is important. A majority is
required by law. Therefore, it is important that you vote NOW in order to avoid
the unnecessary expense of another solicitation of proxies. Accordingly, please
sign, date and mail your proxy card in the return envelope provided.
If you own shares in both Funds, you will receive a separate set of proxy
materials and a separate proxy card for each Fund. THESE ARE NOT DUPLICATES; YOU
SHOULD SIGN AND RETURN EACH PROXY CARD IN ORDER FOR YOUR VOTES TO BE COUNTED.
THE DREYFUS THIRD CENTURY FUND, INC.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
SPECIAL JOINT MEETINGS OF STOCKHOLDERS - [date]
The undersigned stockholder of [ ] hereby appoints Steven F. Newman and Jeff S.
Prusnofsky, and each of them, attorneys and proxies of the undersigned, with
full power of substitution and revocation, to represent the undersigned and to
vote on behalf of the of the undersigned all of the shares of Common Stock of [
], that the undersigned is entitled to vote at the Special Joint Meetings of
Stockholders to be held at the offices of The Dreyfus Corporation at 200 Park
Avenue, 7th Floor West, New York, New York at 10:00 a.m. on December __, 1998
and at any adjournment(s) thereof. The undersigned hereby acknowledges receipt
of the Notice of Special Joint Meetings and Combined Proxy Statement, and hereby
instructs said attorneys and proxies to vote said shares as indicated hereon. In
their discretion, the proxies are authorized to vote upon such other matters as
may properly come before the Meetings. The undersigned hereby revokes any proxy
previously given.
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.
- -------------------------------------------------------------------------------
B-1
<PAGE>
Signature(s) should be exactly as name or names 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.
- -------------------------------------------------------------------------------
If you own shares in both Funds, you will receive a separate set of proxy
materials and a separate proxy card for each Fund. THESE ARE NOT DUPLICATES; YOU
SHOULD SIGN AND RETURN EACH PROXY CARD IN ORDER FOR YOUR VOTES TO BE COUNTED.
- ------------------------------------------------------------------------------]
B-2
<PAGE>
