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
A-1
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%
================================================================================
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.
