THE DREYFUS PREMIER THIRD CENTURY FUND, INC.
Rule 18f-3 Plan
Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"1940 Act"), requires that the Board of an investment company desiring to
offer multiple classes pursuant to said Rule adopt a plan setting forth the
separate arrangements and expense allocation of each class, and any related
conversion features or exchanges privileges.
The Board, including a majority of the non-interested Board members, of
The Dreyfus Premier Third Century Fund, Inc. (the "Fund"), which desires to
offer multiple classes, has determined that the following plan is in the
best interests of each class individually and the Fund as a whole:
1. Class Designation: Fund shares shall be divided into Class A,
Class B, Class C, Class R, Class T and Class Z.
2. Differences in Services: The services offered to shareholders of
each Class shall be substantially the same, except that Right of
Accumulation and Letter of Intent shall be available only to holders of
Class A and Class T shares and Reinvestment Privilege shall be available
only to holders of Class A, Class B and Class T shares.
3. Differences in Distribution Arrangements: Class A shares shall be
offered with a front-end sales charge, as such term is defined under the
Conduct Rules of the National Association of Securities Dealers, Inc. (the
"NASD Conduct Rules"), and a contingent deferred sales charge (a "CDSC"), as
such term is defined under the NASD Conduct Rules, may be assessed on
certain redemptions of Class A shares purchased without an initial sales
charge as part of an investment of $1 million or more. The amount of the
sales charge and the
amount of and provisions relating to the CDSC pertaining to the Class A
shares are set forth on Schedule A hereto.
Class B shares shall not be subject to a front-end sales charge, but
shall be subject to a CDSC and shall be charged an annual distribution fee
under a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act.
The amount of and provisions relating to the CDSC, and the amount of the
fees under the Distribution Plan pertaining to the Class B shares, are set
forth on Schedule B hereto.
Class C shares shall not be subject to a front-end sales charge, but
shall be subject to a CDSC and shall be charged an annual distribution fee
under a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act.
The amount of and provisions relating to the CDSC, and the amount of the
fees under the Distribution Plan pertaining to the Class C shares, are set
forth on Schedule C hereto.
Class R shares shall be offered at net asset value only to bank trust
departments and other financial service providers acting on behalf of
customers having a qualified trust or investment account or relationship at
such institution, or to customers who have received and hold shares of the
Fund distributed to them by virtue of such an account or relationship, and
to charitable organizations as defined in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.
Class T shares shall be offered with a front-end sales charge, and a
CDSC may be assessed on certain redemptions of Class T shares purchased
without an initial sales charge as part of an investment of $1 million or
more. Class T shares also shall be charged an annual distribution fee under
a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The
amount of the sales charge, the amount of and provisions relating to the
CDSC, and the amount of the fees under the Distribution Plan pertaining to
the Class T shares are set forth on Schedule D hereto.
Class Z shares shall be offered to holders of those Fund accounts which
existed on August 30, 1999 and continue to exist at the time of purchase.
In addition, certain broker-dealers and other financial institutions
maintaining accounts with the Fund on August 30, 1999 may open new accounts
in Class Z of the Fund on behalf of certain retirement plans and "wrap
accounts" or similar programs.
Class A, Class B, Class C and Class T shares shall be available only to
clients of banks, brokers, dealers and other financial institutions, except
that full-time or part-time employees or directors of The Dreyfus
Corporation ("Dreyfus") or any of its affiliates or subsidiaries, Board
members of a fund advised by Dreyfus, including members of the Fund's Board,
or the spouse or minor child of any of the foregoing may purchase Class A
shares directly through the Fund's Distributor.
Class A, Class B, Class C and Class T shares shall be subject to an
annual service fee at the rate of .25% of the value of the average daily net
assets of such Class pursuant to a Shareholder Services Plan.
Class Z shares shall be subject to an annual service fee at the rate of
up to .25% of the value of the average daily net assets of such Class
pursuant to a Shareholder Services Plan.
4. Expense Allocation: The following expenses shall be allocated, to
the extent practicable, on a Class-by-Class basis: (a) fees under the
Distribution Plans and Shareholder Services Plans; (b) printing and postage
expenses related to preparing and distributing materials, such as
shareholder reports, prospectuses and proxies, to current shareholders of a
specific Class; (c) Securities and Exchange Commission and Blue Sky
registration fees incurred by a specific Class; (d) the expense of
administrative personnel and services as required to support the
shareholders of a specific Class; (e) litigation or other legal expenses
relating solely to a specific Class; (f) transfer agent fees identified by
the Fund's transfer agent as being attributable to a specific Class; and (g)
Board members' fees incurred as a result of issues relating to a specific
Class.
5. Conversion Features: Class B shares shall automatically convert
to Class A shares after a specified period of time after the date of
purchase, based on the relative net asset value of each such Class without
the imposition of any sales charge, fee or other charge, as set forth on
Schedule E hereto. No other Class shall be subject to any automatic
conversion feature.
6. Exchange Privileges: Shares of a Class shall be exchangeable only for
(a) shares of the same Class of other investment companies managed or
administered by The Dreyfus Corporation or its affiliates as specified from
time to time and (b) shares of certain other Classes of such investment
companies or shares of certain other investment companies specified from
time to time.
Dated: August 31, 1999
Revised as of: January 19, 2000
SCHEDULE A
Front-End Sales Charge--Class A Shares--The public offering price for Class
A shares shall be the net asset value per share of Class A plus a sales load
as shown below:
Total Sales Load
As a % As a %
of of Net
Offering Asset
Amount of Transaction Price Value
Per Per
Share Share
Less than $50,000 5.75 6.10
$50,000 to less than $100,000 4.50 4.70
$100,000 to less than $250,000 3.50 3.60
$250,000 to less than $500,000 2.50 2.60
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more 0
0
Contingent Deferred Sales Charge--Class A Shares--A CDSC of 1.00% shall be
assessed at the time of redemption of Class A shares purchased without an
initial sales charge as part of an investment of at least $1 million and
redeemed within one year of purchase. The terms contained in Schedule B
pertaining to the CDSC assessed on redemptions of Class B shares (other than
the amount of the CDSC and its time periods), including the provisions for
waiving the CDSC, shall be applicable to the Class A shares subject to a
CDSC. Letter of Intent and Right of Accumulation shall apply to purchases
of Class A shares subject to a CDSC.
SCHEDULE B
Contingent Deferred Sales Charge--Class B Shares--A CDSC payable to the
Fund's Distributor shall be imposed on any redemption of Class B shares
which reduces the current net asset value of such Class B shares to an
amount which is lower than the dollar amount of all payments by the
redeeming shareholder for the purchase of Class B shares of the Fund held by
such shareholder at the time of redemption. No CDSC shall be imposed to the
extent that the net asset value of the Class B shares redeemed does not
exceed (i) the current net asset value of Class B shares acquired through
reinvestment of dividends or capital gain distributions, plus (ii) increases
in the net asset value of the shareholder's Class B shares above the dollar
amount of all payments for the purchase of Class B shares of the Fund held
by such shareholder at the time of redemption.
If the aggregate value of the Class B shares redeemed has declined
below their original cost as a result of the Fund's performance, a CDSC may
be applied to the then-current net asset value rather than the purchase
price.
In circumstances where the CDSC is imposed, the amount of the charge
shall depend on the number of years from the time the shareholder purchased
the Class B shares until the time of redemption of such shares. Solely for
purposes of determining the number of years from the time of any payment for
the purchase of Class B shares, all payments during a month shall be
aggregated and deemed to have been made on the first day of the month. The
following table sets forth the rates of the CDSC:
CDSC as a % of
Year Since Amount Invested or
Purchase Payment Redemption
____ Was Made_____ Proceeds
First 4.00
Second 4.00
Third 3.00
Fourth 3.00
Fifth 2.00
Sixth 1.00
In determining whether a CDSC is applicable to a redemption, the
calculation shall be made in a manner that results in the lowest possible
rate. Therefore, it shall be assumed that the redemption is made first of
amounts representing shares acquired pursuant to the reinvestment of
dividends and distributions; then of amounts representing the increase in
net asset value of Class B shares above the total amount of payments for the
purchase of Class B shares made during the preceding six years; then of
amounts representing the cost of shares purchased six years prior to the
redemption; and finally, of amounts representing the cost of shares held for
the longest period of time within the applicable six-year period.
Waiver of CDSC--The CDSC shall be waived in connection with (a) redemptions
made within one year after the death or disability, as defined in Section
72(m)(7) of the Internal Revenue Code of 1986, as amended (the "Code"), of
the shareholder, (b) redemptions by employees participating in qualified or
non-qualified employee benefit plans or other programs where (i) the
employers or affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such plans or
programs, or (ii) such plan's or program's aggregate investment in the
Dreyfus Family of Funds or certain other products made available by the
Fund's Distributor exceeds $1 million, (c) redemptions as a result of a
combination of any investment company with the Fund by merger, acquisition
of assets or otherwise, (d) a distribution following retirement under a tax-
deferred retirement plan or upon attaining age 70-1/2 in the case of an IRA
or Keogh plan or custodial account pursuant to Section 403(b) of the Code,
and (e) redemptions pursuant to any systematic withdrawal plan as described
in the Fund's prospectus. Any Fund shares subject to a CDSC which were
purchased prior to the termination of such waiver shall have the CDSC waived
as provided in the Fund's prospectus at the time of the purchase of such
shares.
Amount of Distribution Plan Fees--Class B Shares--.75 of 1% of the value of
the average daily net assets of Class B.
SCHEDULE C
Contingent Deferred Sales Charge--Class C Shares--A CDSC of 1.00% payable to
the Fund's Distributor shall be imposed on any redemption of Class C shares
within one year of the date of purchase. The basis for calculating the
payment of any such CDSC shall be the method used in calculating the CDSC
for Class B shares. In addition, the provisions for waiving the CDSC shall
be those set forth for Class B shares.
Amount of Distribution Plan Fees--Class C Shares--.75 of 1% of the value of
the average daily net assets of Class C.
SCHEDULE D
Front-End Sales Charge--Class T Shares--The public offering price for Class
T shares shall be the net asset value per share of that Class plus a sales
load as shown below:
Total Sales Load
As a % As a %
of of Net
Offering Asset
Amount of Transaction Price Value
Per Per
Share Share
Less than $50,000 4.50 4.70
$50,000 to less than $100,000 4.00 4.20
$100,000 to less than $250,000 3.00 3.10
$250,000 to less than $500,000 2.00 2.00
$500,000 to less than $1,000,000 1.50 1.50
$1,000,000 or more 0
0
Contingent Deferred Sales Charge--Class T Shares--A CDSC of 1% shall be
assessed at the time of redemption of Class T shares purchased without an
initial sales charge as part of an investment of at least $1,000,000 and
redeemed within one year after purchase. The terms contained in Schedule B
pertaining to the CDSC assessed on redemptions of Class B shares (other than
the amount of the CDSC and its time periods), including the provisions for
waiving the CDSC, shall be applicable to the Class T shares subject to a
CDSC. Letter of Intent and Right of Accumulation shall apply to purchases
of Class T shares subject to a CDSC.
Amount of Distribution Plan Fees--Class T Shares--.25 of 1% of the value of
the average daily net assets of Class T.
SCHEDULE E
Conversion of Class B Shares--Approximately six years after the date of
purchase, Class B shares automatically shall convert to Class A shares,
based on the relative net asset values for shares of each such Class, and
shall no longer be subject to the distribution fee. At that time, Class B
shares that have been acquired through the reinvestment of dividends and
distributions ("Dividend Shares") shall be converted in the proportion that
a shareholder's Class B shares (other than Dividend Shares) converting to
Class A shares bears to the total Class B shares then held by the
shareholder which were not acquired through the reinvestment of dividends
and distributions.
