EX-99.77C VOTES 3 item77c035-72017.htm ITEM 77C item77c035-72017.htm - Generated by SEC Publisher for SEC Filing

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