THE DREYFUS PREMIER THIRD CENTURY FUND, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-captioned investment
company (the "Fund") adopt a Shareholder Services Plan (the "Plan") under
which the Fund would pay the Fund's distributor (the "Distributor") for
providing services to shareholders of each class of Fund shares set forth on
Exhibit A hereto, as such Exhibit may be revised from time to time (each, a
"Class"). The Distributor would be permitted to pay certain financial
institutions, securities dealers and other industry professionals
(collectively, "Service Agents") in respect of these services. The Plan is
not to be adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "Act"), and the fee under the Plan is intended to be a
"service fee" as defined under the Conduct Rules of the National Association
of Securities Dealers, Inc.
The Fund's Board, in considering whether the Fund should implement a
written plan, has requested and evaluated such information as it deemed
necessary to make an informed determination as to whether a written plan
should be implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use Fund assets attributable
to each Class for such purposes.
In voting to approve the implementation of such a plan, the Board has
concluded, in the exercise of its reasonable business judgment and in light
of applicable fiduciary duties, that there is a reasonable likelihood that
the plan set forth below will benefit the Fund and shareholders of each
Class.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall pay to the Distributor a fee at the annual rate set
forth on Exhibit A in respect of the provision of personal services to
shareholders and/or the maintenance of shareholder accounts. The
Distributor shall determine the amounts to be paid to Service Agents and the
basis on which such payments will be made. Payments to a Service Agent are
subject to compliance by the Service Agent with the terms of any related
Plan agreement between the Service Agent and the Distributor.
2. For the purpose of determining the fees payable under this Plan,
the value of the Fund's net assets attributable to each Class shall be
computed in the manner specified in the Fund's charter documents for the
computation of net asset value.
3. The Board shall be provided, at least quarterly, with a written
report of all amounts expended pursuant to this Plan. The report shall
state the purpose for which the amounts were expended.
4. As to each Class, this Plan will become effective at such time as
is specified by the Fund's Board, provided that the Plan is approved with
respect to such Class by a majority of the Board members, including a
majority of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial interest in
the operation of this Plan or in any agreements entered into in connection
with this Plan, pursuant to a vote cast in person at a meeting called for
the purpose of voting on the approval of this Plan.
5. As to each Class, this Plan shall continue for a period of one
year from its effective date, unless earlier terminated in accordance with
its terms, and thereafter shall continue automatically for successive annual
periods, provided such continuance is approved at least annually in the
manner provided in paragraph 4 hereof.
6. As to each Class, this Plan may be amended at any time by the
Board, provided that any material amendments of the terms of this Plan shall
become effective only upon approval as provided in paragraph 4 hereof.
7. As to each Class, this Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Fund and have no direct or indirect
financial interest in the operation of this Plan or in any agreements
entered into in connection with this Plan.
Dated: August 31, 1999
EXHIBIT A
Fee as a
percentage of
average daily
Name of Class net assets
Class A Shares .25%
Class B Shares .25%
Class C Shares .25%
Class T Shares .25%
