THE DREYFUS PREMIER THIRD CENTURY FUND, INC.
SHAREHOLDER SERVICES PLAN
(CLASS Z ONLY)
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 reimburse Dreyfus Service Corporation
("DSC") for certain allocated expenses of providing personal services and/or
maintaining shareholder accounts to (a) shareholders of each series of the
Fund or class of Fund shares set forth on Exhibit A hereto, as such Exhibit
may be revised from time to time, or (b) if no series or classes are set
forth on such Exhibit, shareholders of the Fund. 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 Rule 2830 (a "Service Fee") of the NASD Conduct Rules
(the "NASD Rules").
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 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 its shareholders.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall reimburse DSC an amount not to exceed an
annual rate of .25 of 1% of the value of the Fund's average daily net assets
for its allocated expenses of providing personal services to shareholders
and/or maintaining shareholder accounts; provided that, at no time, shall
the amount paid to DSC under this Plan, together with amounts otherwise paid
by the Fund, or each series or class identified on Exhibit A, as a Service
Fee under the NASD Rules, exceed the maximum amount then payable under the
NASD Rules as a Service Fee. The amount of such reimbursement shall be
based on an expense allocation methodology prepared by DSC annually and
approved by the Fund's Board or on any other basis from time to time deemed
reasonable by the Fund's Board.
2. For the purposes of determining the fees payable under this
Plan, the value of the net assets of the Fund or the net assets attributable
to each series or class of Fund shares identified on Exhibit A, shall be
computed in the manner specified in the Fund's charter documents for the
computation of the value of the Fund's net assets.
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. This Plan will become effective immediately upon approval 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. 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. 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. 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: July 28, 1993
Revised: August 31, 1999
EXHIBIT A
The Plan and the payments to be made under the Plan pertain only to
Class Z shares of the Fund.
