Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
The Dreyfus Sustainable U.S. Equity Fund, Inc.
In planning and performing our audit of the financial statements of The Dreyfus Sustainable U.S. Equity Fund, Inc. (formerly, The Dreyfus Third Century Fund, Inc.) (the “Company”) as of and for the year ended May 31, 2017, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Company’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Company is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Company’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Company’s internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of May 31, 2017.
This report is intended solely for the information and use of management and the Board of Directors of The Dreyfus Sustainable U.S. Equity Fund, Inc. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ ERNST & YOUNG LLP
New York, New York
July 27, 2017
Item 77C
Matters submitted to a vote of security holders
A special meeting of shareholders (the "Meeting") of The Dreyfus Third Century Fund, Inc. (the "Fund"), now known as The Dreyfus Sustainable U.S. Equity Fund, Inc., was held on March 9, 2017. Out of a total of 24,293,879 Fund shares ("Shares") entitled to vote at the Meeting, 15,229,889 were represented at the Meeting, in person or by proxy. The proposals considered at the meeting and the results were as follows:
|
|
|
Shares |
|
|
|
For |
Against |
Abstain |
1A |
To approve removing the fund's current fundamental social investment policy and related fundamental social considerations regarding its investment strategy.
|
11,096,634 |
3,431,199 |
702,057 |
1B |
To approve a sub-investment advisory agreement between Dreyfus and Newton Investment Management (North America) Limited with respect to the fund.
|
11,343,073 |
2,656,314 |
1,230,503 |
2A |
To approve changing the fund's investment objective.
|
11,165,607 |
3,312,619 |
751,664 |
3A |
To approve the implementation of a "manager of managers" arrangement whereby Dreyfus, under certain circumstances, would be able to hire and replace fund sub-advisers that are either unaffiliated with Dreyfus or are wholly-owned subsidiaries of Dreyfus' ultimate parent company, the Bank of New York Mellon Corporation ("BNY Mellon"), without obtaining shareholder approval.
|
10,480,438 |
3,563,313 |
1,186,138 |
3B |
To approve the implementation of a "manager of managers" arrangement whereby Dreyfus, under certain circumstances, and subject to the Securities and Exchange Commission's issuance of an exemptive order to the fund and Dreyfus, would be able to hire and replace fund sub-advisers that are either unaffiliated or affiliated with Dreyfus (whether or not wholly-owned subsidiaries of BNY Mellon) without obtaining shareholder approval.
|
10,577,918 |
3,436,097 |
1,215,874 |
4A |
To approve changing a fundamental investment restriction regarding investing in commodities, real estate, oil and gas, including adopting a separate fundamental investment restriction regarding investing in physical commodities and certain derivative instruments.
|
10,837,370 |
3,546,415 |
846,105 |
4B |
To approve changing fundamental investment restrictions regarding issuer diversification.
|
11,100,691 |
3,060,293 |
1,068,905 |
4C |
To approve changing a fundamental investment restriction regarding industry concentration.
|
11,125,922 |
3,190,590 |
913,377 |
4D |
To approve changing a fundamental investment restriction on margin, including changing it to a non-fundamental policy.
|
10,788,198 |
3,361,425 |
1,080,266 |
4E |
To approve removing a fundamental investment restriction regarding short sales and certain derivative transactions.
|
10,576,957 |
3,636,798 |
1,016,134 |
4F |
To approve changing a fundamental investment restriction regarding underwriting the securities of other issuers.
|
10,693,247 |
3,451,162 |
1,085,480 |
4G |
To approve changing a fundamental investment restriction regarding investing in companies for the purpose of exercising control to a non-fundamental policy.
|
10,906,186 |
3,195,061 |
1,128,642 |
4H |
To approve removing a fundamental investment restriction regarding companies with limited operations.
|
10,916,430 |
3,151,399 |
1,162,061 |
4I |
To approve removing fundamental investment restrictions regarding investments in securities where affiliated persons are involved.
|
10,465,875 |
3,698,561 |
1,065,454 |
4J |
To approve removing a fundamental investment restriction regarding warrants.
|
10,607,148 |
3,394,068 |
1,228,673 |
The Meeting was adjourned with respect to consideration of the below proposal until March 16, 2017, on which date a special meeting of shareholders of the Fund was held (the "March 16th Meeting"). Out of a total of 24,293,879 Shares entitled to vote at the March 16th Meeting, 15,509,163 were represented at the March 16th Meeting, in person or by proxy. The proposal considered at the meeting and the result were as follows:
|
|
|
Shares |
|
|
|
For |
Against |
Abstain |
2B |
To approve changing the fund's investment objective from a fundamental policy to a non-fundamental policy.
|
10,426,486 |
4,133,203 |
949,473 |