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SIGNATURE MICHAEL S. PETRUCELLI
TITLE ASSISTANT TREASURER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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Report of Independent Auditors
To the Shareholders and Board of Directors of
The Dreyfus Third Century Fund, Inc.
In planning and performing our audit of the financial statements of The
Dreyfus Third Century Fund, Inc. for the year ended May 31, 1999, we
considered its internal control, including control activities for
safeguarding securities, in order to determine our auditing procedures for
the purpose of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, and not to provide assurance on
the internal control.
The management of The Dreyfus Third Century Fund, Inc. is responsible for
establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by managementare required to assess
the expected benefits and related costs of controls. Generally, controls
that are relevant to an audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly presented in
conformity with generally accepted accounting principles. Those controls
include the safeguarding of assets against unauthorized acquisition, use or
disposition.
Because of inherent limitations in internal control, errors or fraud may
occur and not be detected. Also, projection of any evaluation of internal
control to future periods is subject to the risk that it may become
inadequate because of changes in conditions or that the effectiveness of the
design and operation may deteriorate.
Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or
operation of one or more of the specific internal control components does
not reduce to a relatively low level the risk that errors or fraud in
amounts that would be material in relation to the financial statements being
audited may occur and not be detected within a timely period by employees in
the normal course of performing their assigned functions. However, we noted
no matters involving internal control and its operation, including controls
for safeguarding securities, that we consider to be material weaknesses as
defined above at May 31, 1999.
This report is intended solely for the information and use of the board of
directors and management of The Dreyfus Third Century 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.
ERNST & YOUNG LLP
July 2, 1999
Xg-Nieves-Votes-035-029
THE DREYFUS THIRD CENTURY FUND, INC.
Exhibit: 2
Sub-Item: 77C
A Special Meeting of the Stockholders of The Dreyfus Third Century
Fund, Inc. (the "Fund") was held on April 14, 1999. Out of 86,879,338.569
shares of the Fund outstanding and entitled to vote at the meeting,
52,163,369.971 shares of common stock were represented in person or by
proxy. The following matter was duly approved by vote of the holders of the
Fund's outstanding shares as follows:
A proposal to approve a new sub-investment advisory
agreement between The Dreyfus Corporation ("Dreyfus") and
NCM Capital Management Group, Inc. ("NCM"), the terms of
which are identical to the terms of the current sub-
investment advisory agreement between Dreyfus and NCM, in
all material respects.
Affirmative Votes Negative Votes Abstained
48,262,394.362 1,173,544.223 2,727,431.386
#590363 V1 - FORM OF NEW SUB-INVESTMENT ADVISORY AGT
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 PARK AVENUE
NEW YORK, NEW YORK 10166
June 15, 1999
NCM Capital Management Group, Inc.
103 West Main Street, 4th Floor
Durham, North Carolina 27701-3638
Dear Sirs:
As you are aware, */ , a Maryland
corporation (the "Fund"), desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance with the
limitations specified in its Articles of Incorporation and in its Prospectus
and Statement of Additional Information as from time to time in effect,
copies of which have been or will be submitted to you, and in such manner
and to such extent as from time to time may be approved by the Fund's Board
of Directors. The Fund intends to employ The Dreyfus Corporation (the
"Adviser") to act as its investment adviser pursuant to a written agreement
(the "Management Agreement"), a copy of which has been furnished to you. The
Adviser desires to employ you to act as the Fund's sub-investment adviser.
In this connection, it is understood that from time to time you will
employ or associate with yourself such person or persons as you may believe
to be particularly fitted to assist you in the performance of this
Agreement. Such person or persons may include persons employed by you who
also act as officers of the Fund. The compensation of such person or persons
shall be paid by you and no obligation may be incurred on either the Fund's
or Adviser's behalf in any such respect.
Subject to the supervision and approval of the Adviser, you will
provide investment management of the Fund's portfolio in accordance with the
Fund's investment objectives and policies as stated in the Fund's Prospectus
and Statement of Additional Information as from time to time in effect. In
connection therewith, you will supervise the Fund's investments and conduct
a continuous program of investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets. You will furnish to the Adviser or the
Fund such statistical information, with respect to the investments which the
Fund may hold or contemplate purchasing, as the Adviser or the Fund may
reasonably request. The Fund and the Adviser wish to be informed of
important developments materially affecting the Fund's portfolio and shall
expect you, on your own initiative, to furnish to the Fund or the Adviser
from time to time such information as you may believe appropriate for this
purpose.
You shall exercise your best judgment in rendering the services to be
provided hereunder, and the Adviser agrees as an inducement to your
undertaking the same that you shall not be liable hereunder for any error of
judgment or mistake of law or for any loss suffered by the Fund or the
Adviser, provided that nothing herein shall be deemed to protect or purport
to protect you against any liability to the Adviser, the Fund or the Fund's
security holders to which you would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder.
In consideration of services rendered pursuant to this Agreement, the
Adviser will pay you, on the first business day of each month, out of the
management fee it receives and only to the extent thereof, a fee calculated
daily and paid monthly based on the Fund's average daily net assets for the
preceding month as follows:
With respect to The Dreyfus Third Century Fund, Inc.,
ANNUAL FEE AS A
PERCENTAGE OF AVERAGE
TOTAL ASSETS DAILY NET ASSETS
0 to $400 million .10 of 1%
In excess of $400 to $500 million .15 of 1%
In excess of $500 to $750 million .20 of 1%
In excess of $750 million .25 of 1%
With respect to The Dreyfus Socially Responsible Growth Fund, Inc.,
ANNUAL FEE AS A
PERCENTAGE OF AVERAGE
TOTAL ASSETS DAILY NET ASSETS
0 to $32 million .10 of 1%
In excess of $32 to $150 million .15 of 1%
In excess of $150 to $300 million .20 of 1%
In excess of $300 million .25 of 1%
Net asset value shall be computed on such days and at such time or
times as described in the Fund's then-current Prospectus and Statement of
Additional Information. The fee for the period from the date following the
commencement of sales of the Fund's shares (after any sales are made to the
Adviser) to the end of the month during which such sales shall have been
commenced shall be pro-rated according to the proportion which such period
bears to the full monthly period, and upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period bears to the full
monthly period and shall be payable within 10 business days of the date of
termination of this Agreement.
For the purpose of determining fees payable to you, the value of the
Fund's net assets shall be computed in the manner specified in the Fund's
Articles of Incorporation for the computation of the value of the Fund's net
assets.
You will bear all expenses in connection with the performance of your
services under this Agreement. The Adviser and the Fund have agreed that all
other expenses to be incurred in the operation of the Fund (other than those
borne by the Adviser) will be borne by the Fund, except to the extent
specifically assumed by the Adviser or you. The expenses to be borne by the
Fund include, without limitation, the following: organizational costs,
taxes, interest, loan commitment fees, interest and distributions on
securities sold short, brokerage fees and commissions, if any, fees of
Directors who are not officers, directors, employees or holders of 5% or
more of the outstanding voting securities of you or the Adviser or any
affiliate of you or the Adviser, Securities and Exchange Commission fees and
state Blue Sky qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance premiums,
industry association fees, outside auditing and legal expenses, costs of
independent pricing services, costs of maintaining the Fund's existence,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of stockholders' reports and
meetings, costs of preparing, printing and distributing certain prospectuses
and statements of additional information, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the Fund (including
fees pursuant to the Fund's Management Agreement, but excluding interest,
taxes, brokerage and, with the prior written consent of the necessary state
securities commissions, extraordinary expenses) exceed 1 1/2% of the average
value of the Fund's net assets for the fiscal year, the Adviser may deduct
from the fees to be paid hereunder, or you will bear such excess expense on
a pro-rata basis with the Adviser, in the proportion that the sub-advisory
fee payable to you pursuant to this Agreement bears to the fee payable to
the Adviser pursuant to the Management Agreement, to the extent required by
state law. Your obligation pursuant hereto will be limited to the amount of
your fees hereunder. Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be, on a monthly
basis.
The Adviser understands that you now act, and that from time to time
hereafter you may act, as investment adviser to one or more other investment
companies and fiduciary or other managed accounts, and the Adviser has no
objection to your so acting, provided that when purchase or sale of
securities of the same issuer is suitable for the investment objectives of
two or more companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a manner
believed by you to be equitable to each company or account. It is recognized
that in some cases this procedure may adversely affect the price paid or
received by the Fund or the size of the position obtainable for or disposed
of by the Fund. Notwithstanding the above, you agree that you will not act
as an investment adviser or sub-adviser for any other registered investment
company having socially responsible investment policies, except those
investment companies under your management as of December 31, 1995, without
the prior written consent of the Fund and the Adviser.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their
full time to such services and nothing herein contained shall be deemed to
limit or restrict your right or the right of any of your affiliates to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
You shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund or the Adviser in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence on your part in the
performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
your officer, director, partner, employee or agent, who may be or become an
officer, Director, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting on any business of the Fund, to be
rendering such services to or acting solely for the Fund and not as your
officer, director, partner, employee or agent or one under your control or
direction even though paid by you.
This Agreement shall continue until */ , 1999 and thereafter
shall continue automatically for successive annual periods ending on */
of each year, provided such continuance is specifically approved at least
annually by (i) the Fund's Board of Directors or (ii) a vote of a majority
(as defined in the Investment Company Act of 1940, as amended) of the Fund's
outstanding voting securities, provided that in either event its continuance
also is approved by a majority of the Fund's Directors who are not
"interested persons" (as defined in said Act) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable without penalty (i) by
the Adviser upon 60 days' notice to you, (ii) by the Fund's Board of
Directors or by vote of the holders of a majority of the Fund's shares upon
60 days' notice to you, or (iii) by you upon not less than 90 days' notice
to the Fund and the Adviser. This Agreement also will terminate
automatically in the event of its assignment (as defined in said Act). In
addition, notwithstanding anything herein to the contrary, if the Management
Agreement terminates for any reason, this Agreement shall terminate
effective upon the date the Management Agreement terminates.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
THE DREYFUS CORPORATION
By:
Accepted:
NCM CAPITAL MANAGEMENT GROUP, INC.
By:
_______________________________
*/ Insert as appropriate The Dreyfus Third Century Fund, Inc. or The Dreyfus
Socially Responsible Growth Fund, Inc.
*/ Insert as appropriate August 31 and July 29 for The Dreyfus Third Century
Fund, Inc. and The Dreyfus Socially Responsible Growth Fund, Inc.,
respectively.
