DEF 14A
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definproxy430.txt
DEFINITIVE PROXY
DREYFUS HIGH YIELD STRATEGIES FUND
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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To the Shareholders of:
DREYFUS HIGH YIELD STRATEGIES FUND
The Annual Meeting of Shareholders of Dreyfus High Yield Strategies Fund
(the "Fund") will be held at the offices of The Dreyfus Corporation, 200 Park
Avenue, 7th Floor, New York, New York, on Thursday, August 8, 2002 at 2:00 p.m.,
for the following purposes:
1. To elect two Class III Trustees to serve for a three year term and until
their successors are duly elected and qualified;
2. To transact such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.
Shareholders of record at the close of business on June 3, 2002 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board
/s/ Michael Rosenberg
Michael Rosenberg
Assistant Secretary
New York, New York
June 21, 2002
WE NEED YOUR PROXY VOTE IMMEDIATELY
A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY
LAW, THE ANNUAL MEETING OF SHAREHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED
WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT
EVENT, THE FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A
QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE
MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND
ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
DREYFUS HIGH YIELD STRATEGIES FUND
PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, AUGUST 8, 2002
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of Trustees of Dreyfus High Yield Strategies Fund (the
"Fund") to be used at the Annual Meeting of Shareholders of the Fund, to be held
on Thursday, August 8, 2002 at 2:00 p.m., and at any adjournments thereof, at
the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor,
New York, New York, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. Shareholders of record at the close of business
on June 3, 2002 are entitled to be present and to vote at the meeting. Each
share of beneficial interest of the Fund is entitled to one vote. Shares
represented by executed and unrevoked proxies will be voted in accordance with
the specifications made thereon. If the enclosed form of proxy is executed and
returned, it nevertheless may be revoked by another proxy or by letter or
telegram directed to the Fund, which must indicate the shareholder's name. To be
effective, such revocation must be received prior to the meeting. In addition,
any shareholder who attends the meeting in person may vote by ballot at the
meeting, thereby canceling any proxy previously given. There were 67,879,384
shares of beneficial interest of the Fund outstanding as of June 3, 2002. To the
Fund's knowledge, no shareholder beneficially owned 5% or more of its
outstanding shares on that date.
Proxy materials will be mailed to shareholders of record on or about July 2,
2002. Copies of the Fund's current Annual Report have been mailed to its
shareholders and may be obtained free of charge by calling 1-800-334-6899. The
principal executive offices of the Fund are located at 200 Park Avenue, New
York, New York 10166.
PROPOSAL 1. ELECTION OF TRUSTEES
The Board of Trustees of the Fund is divided into three classes with the
term of office of one class expiring at the annual meeting of shareholders of
the Fund each year. It is proposed that shareholders of the Fund consider the
election of two Class III Trustees to serve for three year terms and until their
respective successors are duly elected and qualified. The individual nominees
(the "Nominees") proposed for election are listed below and each has consented
to being named in this proxy statement and has agreed to serve as a Trustee if
elected. Biographical information about each Nominee is set forth below.
Biographical information about the Fund's continuing Trustees and other relevant
information is set forth on Exhibit A. None of the Nominees or Continuing
Trustees are "interested persons" of the Fund, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"). Election of a Nominee requires
the approval of a majority of shares of beneficial interest in the Fund
represented in person or by proxy and entitled to vote at the Annual Meeting, if
a quorum is present. The holders of a majority of the shares of beneficial
interest issued and outstanding and entitled to vote at the Annual Meeting,
present in person or represented by proxy, shall be requisite and shall
constitute a quorum for the transaction of business.
(PAGE 2)
NAME (AGE) OF NOMINEE PRINCIPAL OCCUPATION OTHER BOARD MEMBERSHIP YEAR TERM
POSITION WITH FUND (SINCE) DURING PAST 5 YEARS AND AFFILIATIONS EXPIRES
Joseph S. DiMartino (58) Corporate Director and Trustee The Muscular Dystrophy 2005
Chairman of the Board Association, Director
(1999) Carlyle Industries, Inc.,
a button packager and
distributor, Director
Century Business Services,
Inc., a provider of outsourcing
functions for small and medium
size companies, Director
The Newark Group, a provider
of a national market of paper
recovery facilities, paperboard
mills and paperboard converting
plants, Director
QuikCat.com, a developer of high
speed movement, routing, storage
and encryption of data, Director
J. Tomlinson Fort (73) Of Counsel, Reed Smith LLP -- 2005
Board Member
(1998)
The table below indicates the dollar range of each Nominee's ownership of
Fund shares and shares of other funds in the Dreyfus Family of Funds for which
he is a Board member, in each case as of December 31, 2001.
AGGREGATE HOLDINGS OF FUNDS
NAME OF NOMINEE FUND SHARES IN THE DREYFUS FAMILY OF FUNDS
Joseph S. DiMartino None Over $100,000
J. Tomlinson Fort None $10,001 - $50,000
As of December 31, 2001, none of the Nominees or their immediate family
members owned securities of Dreyfus or any person (other than a registered
investment company) directly or indirectly controlling, controlled by or under
common control with Dreyfus.
The persons named in the accompanying form of proxy intend to vote each such
proxy for the election of the Nominees, unless shareholders specifically
indicate on their proxies the desire to withhold authority to vote for elections
to office. It is not contemplated that any Nominee will be unable to serve as a
Board member for any reason, but if that should occur prior to the meeting, the
proxyholders reserve the right to substitute another person or persons of their
choice as nominee or nominees.
The Fund has an audit committee comprised of all of the Trustees of the
Fund, who are not "interested persons" (as defined in the 1940 Act) of the Fund,
the function of which is to routinely review financial statements and other
audit-related matters as they arise throughout the year. A copy of the Fund's
Audit Committee Charter, which describes the audit committee's purposes, duties
and powers, is attached as Exhibit B to this proxy statement. The Fund also has
a nominating committee comprised of all of the Trustees of the Fund who are not
"interested persons" (as defined in the 1940 Act) of the Fund, the function of
which is, from time to time, to select and nominate all candidates who are not
"interested persons" of the Fund for election to the Fund's Board. The
nominating committee does not normally consider nominees recommend-
(PAGE 3)
ed by shareholders. The Fund also has a standing pricing committee, comprised of
any one or more of the Trustees, the function of which is to assist in valuing
the Fund's investments. The Fund does not have a standing compensation committee
or any committee performing similar functions.
For the fiscal year ended March 31, 2002, the Fund held nine Board meetings,
three audit committee meetings, and two pricing committee meetings. The
nominating committee had no meetings during the last fiscal year. All Trustees
(except Kenneth A. Himmel) attended at least 75% of all Board and audit
committee meetings, as applicable, during the last fiscal year. Certain
information concerning the Fund's officers is also set forth in Exhibit A.
Each Trustee who is not an "interested person" of the Fund (as defined in
the 1940 Act) receives $17,000 per year, plus $1,000 for each Board meeting
attended, and $2,000 for separate committee meetings attended which are not held
in conjunction with a regularly scheduled Board meeting. If there is a joint
committee meeting of The Dreyfus/Laurel Funds, Inc., The Dreyfus/Laurel Tax-Free
Municipal Funds and The Dreyfus/Laurel Funds Trust (collectively, the
"Dreyfus/Laurel Funds"), and the Fund, the $2,000 committee meeting fee will be
allocated between the Dreyfus/Laurel Funds and the Fund. Each Trustee who is not
an "interested person" (as defined in the 1940 Act) also receives $500 for Board
meetings and separate committee meetings attended that are conducted by
telephone. The Fund also reimburses each Trustee who is not an "interested
person" (as defined in the 1940 Act) of the Fund for travel and out-of-pocket
expenses. The Chairman of the Board receives an additional 25% of such
compensation (with the exception of reimbursable amounts).
The Fund does not pay any other remuneration to its officers and Board
members, and the Fund does not have a bonus, pension, profit-sharing or
retirement plan. The Fund has adopted a Director Emeritus Program whereby a
Trustee ("Director") who has served on a Dreyfus-managed fund board (or its
predecessor) for a minimum of 10 years and who has reached age 72 is entitled to
elect Emeritus status for each of the fund Boards on which he or she then
serves. Also, upon reaching age 80 Emeritus status is mandatory. The 10-year
prerequisite for service as a fund Director is waived for a Director who reaches
age 80 but has not served as a Director for 10 years. Directors Emeritus are
entitled to serve in such position for a maximum of 10 years and are paid 50% of
the annual retainer fee and 50% of any meeting fees otherwise applicable to the
Director, together with reasonable out-of-pocket expenses for each meeting
attended, but no payments will be made under the Program if the Dreyfus/Laurel
Funds aggregate net assets are below $100 million at the end of a calendar
quarter. Finally, a Director Emeritus is relieved of the formal responsibilities
and the potential liability that being a Director ordinarily entails. Ruth Marie
Adams and Francis P. Brennan currently are Directors Emeritus.
The aggregate amount of compensation paid to each Nominee by the Fund for
the fiscal year ended March 31, 2002, and by all funds in the Dreyfus Family of
Funds for which such Nominee was a Board member for the year ended December 31,
2001, was as follows:
TOTAL
COMPENSATION
FROM THE FUND AND
AGGREGATE DREYFUS FUND COMPLEX
COMPENSATION PAID TO
NAME OF NOMINEE FROM THE FUND* NOMINEE
Joseph S. DiMartino $29,375 $810,313 (190)**
J. Tomlinson Fort*** $23,500 $91,000 (28)**
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* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $16,137 for all Board Members as a group.
** Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Fund, for which the Nominee serves
as a Board member.
*** Prior to April 1, 2001, J. Tomlinson Fort was an "interested person" (as
defined in the 1940 Act) of the Fund and was paid directly by Dreyfus for
serving as a Board member of the Fund. As of April 1, 2001, Mr. Fort is no
longer an "interested person" (as defined in the 1940 Act) and is compensated
directly by the Fund.
The address of each Nominee is 200 Park Avenue, New York, New York 10166.
(PAGE 4)
SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that the Fund's independent auditors be selected by a
majority of those Trustees who are not "interested persons" (as defined in the
1940 Act) of the Fund. One of the purposes of the audit committee is to
recommend to the Fund's Board the selection, retention or termination of
independent auditors for the Fund. At a meeting held on April 25, 2002, the
Fund's audit committee recommended and the Fund's Board, including a majority of
those Trustees who are not "interested persons" (as defined in the 1940 Act) of
the Fund, approved the selection of KPMG LLP as independent auditors for the
fiscal year ending March 31, 2003. KPMG LLP, a major international accounting
firm, has acted as auditors of the Fund since the Fund's organization.
At a meeting held on May 20, 2002, after reviewing the Fund's audited
financial statements for the fiscal year ended March 31, 2002, the Fund's audit
committee recommended to the Fund's Board that such statements be included in
the Fund's annual report to shareholders. A copy of the audit committee's report
for the Fund is attached as Exhibit C to this proxy statement.
AUDIT FEES. For the fiscal year ended March 31, 2002, KMPG LLP billed the
Fund $77,420 for services rendered for the audit of the Fund's annual financial
statements.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION. For the fiscal year
ended March 31, 2002, KPMG LLP did not bill the Fund, Dreyfus or entities
controlling, controlled by or under common control with Dreyfus (including
Mellon Financial Corporation) for financial information systems design or
implementation services.
ALL OTHER FEES. For the fiscal year ended March 31, 2002, KPMG LLP billed
the Fund $12,000 for services rendered in connection with procedures adopted for
the Fund's revolving credit and security agreement. KPMG also billed Mellon
Financial Corporation and subsidiaries for the following other fees:
(in thousands)
Statement on Auditing Standards No. 70 Assurance Services $2,322
Regulatory and Employee Benefit Plan Financial Statement Audits $2,395
Process and Risk Management Control Reviews $ 638
Compliance Attestation Services $ 656
Other Audit and Audit-Related $ 920
------
Total Other Audit and Audit-Related Services $6,931
Tax Matters $ 507
Other $ 234
======
Total $7,672
The audit committee for the Fund considered the compatibility of these
non-audit services with KPMG LLP's independence.
A representative of KPMG LLP is expected to be present at the meeting, will
have the opportunity to make a statement, and will be available to respond to
appropriate questions.
VOTING INFORMATION
If a proxy is properly executed and returned accompanied by instructions to
withhold authority to vote, represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
of the Fund on a particular matter with respect to which the broker or nominee
does not have discretionary power), or marked with an abstention (collectively,
"abstentions"), the Fund's shares represented thereby will be considered to be
present at the meeting for purposes of determining the existence of quorum for
the transaction of business. Under Massachusetts law, abstentions do not
constitute a vote "for" or "against" a matter and will be disregarded in
determining "votes cast" on an issue.
(PAGE 5)
Authorizations to execute proxies may be obtained by telephonic or
electronically transmitted instructions in accordance with procedures designed
to authenticate the shareholder's identity. In all cases where a telephonic
proxy is solicited, the shareholder will be asked to provide his or her address,
social security number (in the case of an individual) or taxpayer identification
number (in the case of a non-individual) and the number of shares owned, and to
confirm that the stockholder has received the Fund's proxy statement and proxy
card in the mail. Within 72 hours of receiving a shareholder's telephonic or
electronically transmitted voting instructions, a confirmation will be sent to
the shareholder to ensure that the vote has been taken in accordance with the
shareholder's instructions and to provide a telephone number to call immediately
if the shareholder's instructions are not correctly reflected in the
confirmation. Any shareholder giving a proxy may revoke it at any time before it
is exercised by submitting to the Fund a written notice of revocation or a
subsequently executed proxy or by attending the meeting and voting in person.
The Fund will bear the cost of soliciting proxies. In addition to the use of
the mail, proxies may be solicited personally, by telephone, by telegraph, or
electronically and the Fund may pay persons holdings shares of the Fund in their
names or those of their nominees for their expenses in sending soliciting
materials to their principals.
OTHER MATTERS
The Fund's Board is not aware of any other matter which may come before the
meeting. However, should a matter with respect to the Fund properly come before
the meeting, it is the intention of the persons named in the accompanying form
of proxy to vote the proxy in accordance with their judgment on such matter.
Proposals that shareholders wish to include in the Fund's proxy statement
for the Fund's next Annual Meeting of Shareholders must be sent to and received
by the Fund no later than February 28, 2003, at the principal executive offices
of the Fund at 200 Park Avenue, New York, New York 10166, Attention: General
Counsel.
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the
Fund's investment adviser.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, in care of Mellon Investor Services, LLC, c/o Proxy
Services Corporation, 115 Amity Street, Jersey City, New Jersey 07304, whether
other persons are the beneficial owners of the shares for which proxies are
being solicited and, if so, the number of copies of the proxy statement and
other soliciting material you wish to receive in order to supply copies to the
beneficial owners of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: June 21, 2002
(PAGE 6)
EXHIBIT A
PART I
Part I sets forth information relevant to the Continuing Trustees.
NAME (AGE) OF CONTINUING TRUSTEE PRINCIPAL OCCUPATION OTHER BOARD MEMBERSHIP YEAR TERM
POSITION WITH FUND (SINCE) DURING PAST 5 YEARS AND AFFILIATIONS EXPIRES
CLASS I: President and CEO, -- 2003
Kenneth A. Himmel (55) The Palladium Company,
Board Member a real estate
(1998) development company
(1996-Present)
President and CEO,
Himmel & Company, a
real estate development
company (1980-Present)
CEO, American Food Management,
a restaurant company (1983-present)
Stephen J. Lockwood (54) Chairman of the Board, BDML Holdings, an insurance 2003
Board Member Stephen J. Lockwood and company, Chairman of the Board
(1998) Company LLC, an investment HCCH Insurance Holdings, an
company insurance company, Vice Chairman
Affiliated Managers Group, an
Chairman of the Board investment management company,
and CEO, LDG Reinsurance Director
Corporation (1977-2000)
Benaree Pratt Wiley (55) President and CEO of The Boston College, Trustee 2003
Board Member Partnership, an organization dedicated The Greater Boston Chamber of
(1998) to increasing the representation Commerce, Director
of African Americans in positions The First Albany Companies,
of leadership, influence and Inc., an investment bank, Director
decision-making in Boston, MA
(PAGE A-1)
NAME (AGE) OF CONTINUING TRUSTEE PRINCIPAL OCCUPATION OTHER BOARD MEMBERSHIP YEAR TERM
POSITION WITH FUND (SINCE) DURING PAST 5 YEARS AND AFFILIATIONS EXPIRES
CLASS II:
James Fitzgibbons (67) Chairman of the Board, Davidson -- 2004
Board Member Cotton Company (1998-2001)
(1998)
Chairman of the Board and CEO
of Fieldcrest Cannon, Inc. (1990-1997)
Rosyln Watson (52) Principal, Watson Ventures, American Express Centurion 2004
Board Member Inc., a real estate Bank, Director
(1998) investment company Hydro One, Inc., an electricity
distribution and transmission
company, Director
Hydro One Network Service,
Inc., a wholly owned subsidiary
of Hydro One, Inc., Director
The Hyams Foundation Inc., a
Massachusetts Charitable
Foundation, Trustee
National Osteoporosis
Foundation, Trustee.
The table below indicates the dollar range of each Continuing Trustee's
ownership of Fund shares and shares of other funds in the Dreyfus Family of
Funds for which he or she is a Board member, in each case as of December 31,
2001.
AGGREGATE HOLDINGS OF FUNDS
NAME OF CONTINUING TRUSTEE FUND SHARES IN THE DREYFUS FAMILY OF FUNDS
James Fitzgibbons None Over $100,000
Kenneth A. Himmel None None
Stephen J. Lockwood None None
Rosyln M. Watson None None
Benaree Pratt Wiley None $1 -$10,000
As of December 31, 2001, none of the Continuing Trustees or their immediate
family members owned securities of Dreyfus or any person (other than a
registered investment company) directly or indirectly controlling, controlled by
or under common control with Dreyfus.
The address of each Continuing Trustee is 200 Park Avenue, New York, New
York 10166.
(PAGE A-2)
PERTAINING TO THE BOARD OF THE FUND
Compensation Table. The aggregate amount of compensation paid to each
Continuing Trustee by the Fund for the fiscal year ended March 31, 2002 and by
all funds in the Dreyfus Family of Funds for which such Continuing Trustee was a
Board member for the year ended December 31, 2001, was as follows:
TOTAL
COMPENSATION
FROM THE FUND AND
AGGREGATE DREYFUS FUND COMPLEX
NAME OF CONTINUING COMPENSATION PAID TO
TRUSTEE FROM THE FUND* CONTINUING TRUSTEE
James Fitzgibbons $23,000 $90,500 (28)**
Arthur Goeschel((+)) $23,000 $91,000 (28)**
Kenneth A. Himmel $22,000 $83,500 (28)**
Stephen J. Lockwood $22,000 $78,000 (28)**
Rosyln M. Watson $23,500 $91,000 (28)**
Benaree Pratt Wiley $23,500 $91,000 (28)**
------------------------------------
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $16,137 for all Board members as a group.
** Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Fund, for which the Continuing
Trustee served as a Board member.
((+) ) Mr. Goeschel resigned as a Board member of the Fund as of January 31,
2002.
(PAGE A-3)
PART II
Part II sets forth information relevant to the executive officers of the
Fund.
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUND (SINCE) AGE EXPERIENCE FOR PAST FIVE YEARS
STEPHEN E. CANTER
President (2000) 56 Chairman of the Board, Chief
Executive Officer, Chief Operating
Officer and Director of Dreyfus, and
an officer of 94 investment companies
(comprised of 189 portfolios) managed by
Dreyfus. Mr. Canter also is a Director
and an Executive Committee Member of the
other investment management subsidiaries
of Mellon Financial Corporation, each
of which is an affiliate of Dreyfus.
GERALD E. THUNELIUS
Executive Vice President (2002) 38 Senior Portfolio Manager -- Dreyfus
Taxable Fixed Income Team of Dreyfus,
and an officer of 1 investment
company (comprised of 1 portfolio)
managed by Dreyfus.
MARK N. JACOBS
Vice President (2000) 55 Executive Vice President, General Counsel
and Secretary of Dreyfus, and an
officer of 95 investment companies (comprised
of 203 portfolios) managed by Dreyfus.
JAMES WINDELS
Vice President and Treasurer (2001) 43 Director -- Mutual Fund Accounting of
Dreyfus, and an officer of 95 investment
companies (comprised of 203 portfolios)
managed by Dreyfus.
STEVEN F. NEWMAN
Secretary (2000) 52 Associate General Counsel and Assistant
Secretary of Dreyfus, and an officer of 95
investment companies (comprised of 203
portfolios) managed by Dreyfus.
JEFF PRUSNOFSKY
Assistant Secretary (2000) 36 Associate General Counsel of Dreyfus,
and an officer of 12 investment companies
(comprised of 66 portfolios) managed by Dreyfus.
MICHAEL ROSENBERG
Assistant Secretary (2000) 42 Associate General Counsel of Dreyfus,
and an officer of 93 investment companies
(comprised of 199 portfolios) managed by Dreyfus.
(PAGE A-4)
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUND (SINCE) AGE EXPERIENCE FOR PAST FIVE YEARS
WILLIAM MCDOWELL
Assistant Treasurer (2000) 43 Senior Accounting Manager -- Taxable Fixed
Income of Dreyfus, and an officer
of 18 investment companies (comprised of 75
portfolios) managed by Dreyfus.
KENNETH J. SANDGREN
Assistant Treasurer (2001) 47 Mutual Funds Tax Director of Dreyfus,
and an officer of 95 investment
companies (comprised of 203 portfolios)
managed by Dreyfus.
The address of each Officer of the Fund is 200 Park Avenue, New York, New
York 10166.
(PAGE A-5)
PART III
Part III sets forth information for the Fund regarding the beneficial interest
of its shares as of June 3, 2002 by Nominees, Continuing Trustees and officers
of the Fund owning shares on such date and by shareholders owning 5% or more of
the Fund's outstanding shares.
As of June 3, 2002, the following Trustees and Officers owned shares in the
Fund as indicated below:
TRUSTEES
None
OFFICERS SHARES OF BENEFICIAL INTEREST OWNED
Gerald E. Thunelius 8,250
To the Fund's knowledge, no person owned beneficially 5% or more of the
outstanding shares of beneficial interest of the Fund. Cede & Co., Bowling
Green Station, New York, NY, held of record 97.77% of the outstanding shares of
beneficial interest of the Fund, as of that date.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended ("1934
Act"), Section 30(f) of the 1940 Act and Securities and Exchange Commission
("SEC") regulations thereunder, the Fund's officers and Trustees, persons owning
more than 10% of the Fund's shares of beneficial interest, and the Fund's
portfolio managers are required to report their transactions in the Fund's
shares to the SEC, the New York Stock Exchange and the Fund. Based solely on the
Fund's review of the copies of such reports received by it, the Fund believes
that, during the fiscal year ended March 31, 2002, all filing requirements
applicable to such persons were complied with except that (1) Mr. Louis H. Geser
(who became a portfolio manager of the Fund on March 28, 2001) did not report on
a timely basis in a Form 3 filing one transaction where he purchased shares of
beneficial interest of the Fund; (2) Gregory A. Jordan, a portfolio manager of
the Fund, engaged in one transaction where he purchased shares of beneficial
interest of the Fund that was not reported on a timely basis in a Form 4 filing;
and (3) Gerald E. Thunelius, a portfolio manager of the Fund, engaged in three
transactions where he purchased shares of beneficial interest of the Fund that
were not reported on a timely basis in a Form 4 filing. However, each of the
above described purchases subsequently was reported on the appropriate form.
(PAGE A-6)
EXHIBIT B
DREYFUS HIGH YIELD STRATEGIES FUND
AUDIT COMMITTEE CHARTER
I. Composition of the Audit Committee: The Audit Committee shall be comprised
of at least three directors, each of whom shall have no relationship to the
Dreyfus High Yield Strategies Fund (the "Fund") that may interfere with the
exercise of their independence from management and the Fund and shall otherwise
satisfy the applicable membership requirements under the rules of the New York
Stock Exchange, Inc.
II. Purposes of the Audit Committee: The purposes of the Audit Committee are to
assist the Board of Trustees:
1. in its oversight of the Fund's accounting and financial reporting
policies and practices, its internal audit controls and procedures, and, as
appropriate, the internal controls of certain service providers;
2. in its oversight of the quality and objectivity of the Fund's financial
statements and the independent audit thereof;
3. in selecting (or nominating the outside auditors to be proposed for
shareholder approval in any proxy statement), evaluating and, where deemed
appropriate, replacing the outside auditors; and
4. in evaluating the independence of the outside auditors.
The function of the Audit Committee is oversight. Management for the Fund
is responsible for the preparation, presentation and integrity of the Fund's
financial statements. Management and its internal accounting department are
responsible for maintaining appropriate accounting and financial reporting
principles and policies and internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations. The
outside auditors are responsible for planning and carrying out a proper audit
and reviews. The outside auditor for the Fund is ultimately accountable to the
Board of Trustees and Audit Committee of the Fund. The Board of Trustees and
the Audit Committee have the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the outside accountant (or to nominate
the outside accountant to be proposed for shareholder approval in any proxy
statement).
III. Meetings of the Audit Committee. The Audit Committee shall meet at least
once annually, or more frequently if circumstances dictate. The Audit Committee
shall set its agenda and the places and times of its meetings. The Audit
Committee may meet alone and outside the presence of management personnel with
any certified public accountant and auditor firm rendering reports to the Audit
Committee or the Board of Trustees and with outside legal counsel.
IV. Duties and Powers of the Audit Committee. To carry out its purposes, the
Audit Committee shall have the following duties and powers:
1. The Audit Committee shall review and discuss the audited financial
statements and other financial information with management and the independent
auditors for the Fund.
2. The Audit Committee shall review and discuss with the independent
auditors:
a. the scope of audits and audit reports;
b. the personnel, staffing, qualifications and experience of the
auditor;
c. the compensation of the auditor; and
d. the independence of the auditor, regarding which the Audit
Committee shall secure from the auditor the information required by Independent
Standards Board Standard No. 1. The Audit Committee shall actively engage in a
dialogue with the outside auditor with respect to any disclosed relationships
or services that may impact the objectivity and independence of the outside
auditor. The Audit Committee also shall be responsible for recommending that
the Board of Trustees take appropriate action in response to the outside
auditor's report to satisfy itself of the outside auditor's independence.
3. The Audit Committee also shall review and discuss with the independent
auditors the matters required to be discussed pursuant to SAS 61, including the
following:
a. the quality, not just the acceptability under generally accepted
accounting principles, of the accounting principles applied by the Fund in its
financial reporting;
b. the level of responsibility assumed by the auditors in the preparation
of the audit;
(PAGE B-1)
c. the initial selection of and changes in significant accounting
policies or their application, and the effect of significant accounting policies
in controversial or emerging areas for which there is a lack of authoritative
consensus or guidance;
d. the process used by management for the Fund in formulating
particularly sensitive accounting estimates and the basis for the auditor's
conclusions regarding the reasonableness of those estimates;
e. the auditor's responsibility for other information in documents
containing audited financial statements, any procedures performed, and the
results;
f. any disagreements with management, whether or not satisfactorily
resolved, about matters that individually or in the aggregate could be
significant to the entity's financial statements or the auditor's report;
g. any consultations with other accountants and significant matters that
were the subject of such consultations;
h. any major issues discussed with management in connection with the
initial or recurring retention of the auditor, including the application of
accounting principles and auditing standards; and
i. any serious difficulties relating to the performance of the audit that
the auditor encountered with management.
4. The Audit Committee shall provide a recommendation to the Board of
Trustees regarding whether the audited financial statements of the Fund should
be included in the annual report to shareholders of the Fund.
5. The Audit Committee shall prepare the report, including any
recommendation of the Audit Committee, required by the rules of the Securities
and Exchange Commission to be included in the Fund's annual proxy statement.
6. The Audit Committee shall review this charter at least annually and
recommend any changes to the full Board of Trustees; and
7. The Audit Committee shall report its activities to the full Board of
Trustees on a regular basis and make such recommendations with respect to the
above and other matters as the Audit Committee may deem necessary or
appropriate.
V. Resources and Authority of the Audit Committee. The Audit Committee shall
have the resources and authority appropriate to discharge its responsibilities,
including the authority to engage outside auditors for special audits, reviews
and other procedures and to retain special counsel and other experts or
consultants at the expense of the Fund.
(PAGE B-2)
EXHIBIT C
Dreyfus High Yield Strategies Fund May 20, 2002
REPORT OF THE AUDIT COMMITTEE
The audit committee oversees the Fund's financial reporting process on behalf of
the board of trustees. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the committee reviewed
the audited financial statements in the Annual Report with management including
a discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
The committee reviewed with the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments as to the
quality, not just the acceptability, of the Fund's accounting principles and
such other matters as are required to be discussed with the committee under
generally accepted auditing standards. In addition, the committee has discussed
with the independent auditors the auditors' independence from management and the
Fund, including the auditor's letter and the matters in the written disclosures
required by the Independence Standards Board, and considered the compatibility
of non-audit services with the auditors' independence.
The committee discussed with the Fund's independent auditors the overall scope
and plans for the audits. The committee met with the independent auditors, with
and without management present, to discuss the results of their examinations,
their evaluations of the Fund's internal controls, and the overall quality of
the Fund's financial reporting.
In reliance on the reviews and discussions referred to above, the committee
recommended to the board of directors (and the board has approved) that the
audited financial statements be included in the Annual Report to Shareholders
for the year ended March 31, 2002. The committee and the board also have
approved the selection of KPMG LLP as the Fund's independent auditors.
J. Tomlinson Fort, Audit Committee Chair Stephen J. Lockwood, Audit Committee Member
Joseph DiMartino, Audit Committee Member Roslyn M. Watson, Audit Committee Member
James M. Fitzgibbons, Audit Committee Member Benaree Pratt Wiley, Audit Committee Member
Kenneth A. Kimmel, Audit Committee Member
DREYFUS HIGH YIELD STRATEGIES FUND
IMPORTANT
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD(S) TODAY.
No matter how many shares you own, your vote is important. Voting also can help
the Fund save money. To hold a meeting, a quorum must be represented. Voting
today can save the Fund the expense of another solicitation for proxies required
to achieve a quorum.
Please note that if you hold more than one account in the Fund, a proxy card
will be sent to you for each of your accounts. You should sign and return each
proxy card in order for all your votes to be counted.
Thank you for your interest in the Fund.
854PrxyB98
Please mark Boxes in blue or black ink.
X Please mark
your votes as
indicated in
this example
The Board of Trustees recommends a vote For item 1.
1. Election of Nominees.
FOR All Nominees WITHHOLD authority Nominees for Class III Trustee are: 01 Joseph S. DiMartino and 02 J. Tomlinson Fort
listed to the right for ALL Nominees WITHHELD FOR(write name of nominee(s) in space provided below)
(except as marked listed to the
to the contrary) right
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment or
adjournments thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED FOR ELECTION
OF THE PROPOSED TRUSTEES AND FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or names
appearing on this proxy. If shares are held jointly, each
holder should sign. If signing is by attorney, executor,
administrator, trustee or guardian, please give full title.
Dated:__________________________________, 2002
--------------------------------------------
Signature(s)
--------------------------------------------
Signature(s)
Sign, Date and return the Proxy Card Promptly
using the Enclosed Envelope
--------------------------------------------------------------------------------
DREYFUS HIGH YIELD STRATEGIES FUND
PROXY
Annual Meeting of Shareholders - August 8, 2002
The undersigned shareholder of Dreyfus High Yield Strategies Fund (the "Fund")
hereby appoints James Bitetto and Robert R. Mullery and each of them, the
attorneys and proxies of the undersigned, with full power of substitution, to
vote, as indicated herein, all of the shares of beneficial interest (the
"shares") of the Fund standing in the name of the undersigned at the close of
business on June 3, 2002 at the Annual Meeting of Shareholders of the Fund to be
held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New
York, New York, at 2:00 p.m. on August 8, 2002, and at any and all adjournments
thereof, with all the powers the undersigned would possess if then and there
personally present and especially (but without limiting the general
authorization and power hereby given) to vote as indicated on the proposals, as
more fully described in the Proxy Statement for the meeting.
(Please fill in both sides of this card and return it promptly in the
enclosed envelope.)
FOLD AND DETACH HERE