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 7, 2003 at 2:00 p.m.,
for the following purposes:
1. To elect three Class I 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 2, 2003 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board
Michael Rosenberg
Assistant Secretary
New York, New York
June 24, 2003
WE NEED YOUR PROXY VOTE
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 OR OTHERWISE VOTE
PROMPTLY. 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 7, 2003
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 7, 2003 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 2, 2003 are entitled to be present and to vote at the meeting. Each
whole share of beneficial interest of the Fund is entitled to one vote and each
fractional share shall be entitled to a proportionate fractional 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 given later. 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 69,981,294
shares of beneficial interest of the Fund outstanding as of June 2, 2003.
Proxy materials will be mailed to shareholders of record on or about July
1, 2003. 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 three Class I 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, information on
each Nominee' s and Continuing Trustee's ownership of Fund shares, and other
relevant information is set forth on Exhibit A.
The persons named as proxies on the accompanying proxy card 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 Trustee 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.
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" ). As independent Trustees of an investment company, they play a critical
role in overseeing fund operations and policing potential conflicts of interest
between the Fund and its investment adviser and other service providers. The
following tables present information about the Nominees, including their
principal occupations and other board memberships and affiliations. The address
of each Nominee is 200 Park Avenue, New York, New York 10166.
NAME (AGE) OF NOMINEE PRINCIPAL OCCUPATION OTHER BOARD MEMBERSHIPS YEAR TERM
POSITION WITH FUND (SINCE) DURING PAST 5 YEARS AND AFFILIATIONS EXPIRES
------------------------- -------------------- ----------------------- ---------
Kenneth A. Himmel (56) President and CEO, Related -- 2006
Board Member Urban Development Company,
(1998) a real estate 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 (55) Chairman of the Board, Stephen J. BDML Holdings, an insurance 2006
Board Member Lockwood and Company LLC, an company, CHAIRMAN OF THE
(1998) investment (2000-Present) BOARD
Chairman of the Board and CEO, LDG Affiliated Managers Group, an
Reinsurance Corporation (1977-2000) investment management company
DIRECTOR
Benaree Pratt Wiley (56) President and CEO of The Partnership, Boston College, TRUSTEE 2006
Board Member an organization dedicated to increasing The Greater Boston Chamber of
(1998) the representation of African Americans Commerce, DIRECTOR
in positions of leadership, influence The First Albany Companies,
and decision-making in Boston, MA Inc., an investment bank, DIRECTOR
(1991-Present) Mass Development, DIRECTOR
Commonwealth Institute, DIRECTOR
Efficacy Institute, DIRECTOR
PepsiCo Africa - America,
ADVISORY BOARD
2
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 or she is a Board member, in each case as of December 31, 2002.
AGGREGATE HOLDINGS OF FUNDS
NAME OF NOMINEE FUND SHARES IN THE DREYFUS FAMILY OF FUNDS
--------------- ----------- ------------------------------
Kenneth A. Himmel None None
Stephen J. Lockwood None None
Benaree Pratt Wiley None $10,001 - $50,000
As of December 31, 2002, 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 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 recommended 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, 2003, the Fund held nine Board
meetings, four 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 during the last fiscal year.
Each Trustee who is not an "interested person" (as defined in the 1940 Act)
of the Fund 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 Trustees,
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 such fund board 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.
3
The aggregate amount of compensation paid to each Nominee by the Fund for
the fiscal year ended March 31, 2003, and by all funds in the Dreyfus Family of
Funds for which such Nominee was a Board member for the year ended December 31,
2002, was as follows:
TOTAL
COMPENSATION
AGGREGATE FROM THE FUND AND
COMPENSATION DREYFUS FUND COMPLEX
NAME OF NOMINEE FROM THE FUND* PAID TO NOMINEE (**)
--------------- -------------- ----------------------
Kenneth A. Himmel $22,000 $82,000 (25)
Stephen J. Lockwood $21,850 $83,000 (25)
Benaree Pratt Wiley $22,850 $90,000 (25)
---------------------------------
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $22,895 for all Trustees 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.
REQUIRED VOTE
The election of a Nominee for the Fund requires the approval of a majority
of shares of the Fund represented in person or by proxy and entitled to vote at
the meeting, if a quorum is present.
ADDITIONAL INFORMATION
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. At a meeting held on April 23, 2003, the Fund's audit
committee recommended and at a meeting held on April 24, 2003, 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, 2004. 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 23, 2003, after reviewing the Fund's audited
financial statements for the fiscal year ended March 31, 2003, 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 years ended March 31, 2003 and 2002, KMPG LLP
billed the Fund $77,960 and $77,420, respectively, for services rendered for the
audit of the Fund's annual financial statements.
AUDIT-RELATED FEES. For the fiscal years ended March 31, 2003 and 2002,
KPMG LLP billed the Fund $16,000 each year for services rendered in connection
with procedures adopted for the Fund' s revolving credit and security agreement
TAX MATTERS. For the fiscal years ended March 31, 2003 and 2002, KPMG LLP
billed the Fund $1,850 and $1,800, respectively, for the preparation of the
Fund's federal tax return.
4
ALL OTHER FEES. For the fiscal years ended March 31, 2003 and 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.
KPMG billed Mellon Financial Corporation and subsidiaries the following
other fees for the services indicated during the calendar years ended December
31, 2002 and 2003:
2002 2001
(in thousands) (inc. thousands)
-------------- ----------------
Statement on Auditing Standards No. 70 Assurance Services $2,483 $2,322
Regulatory and Employee Benefit Plan Financial Statement Audits $2,787 $2,395
Process and Risk Management Control Reviews $0 $638
Compliance Attestation Services for Subsidiaries $822 $656
Other Audit and Audit-Related $290 $920
-------- -------
Total Other Audit and Audit-Related Services $6,382 $6,931
Tax Matters $569 $507
Other $185 $234
Total Other Services (including Other Audit
and Audit-Related Services) $7,136 $7,672
Total Non-Audit and Non-Audit-Related Services $754 $741
Total $7,890 $8,413
====== ======
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.
SERVICE PROVIDERS
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the
Fund's investment adviser.
Mellon Investor Services LLC, an affiliate of Dreyfus, located at 85
Challenger Road, Ridgefield Park, New Jersey 07660, acts as the Fund's Transfer
Agent and Dividend-Paying Agent.
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 a 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. A quorum is constituted by the presence in
person or by proxy of the holders of a majority of the shares of beneficial
interest issued and outstanding and entitled to vote at the meeting.
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
5
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, 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 27, 2004, at the principal executive offices
of the Fund at 200 Park Avenue, New York, New York 10166, Attention: General
Counsel.
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 24, 2003
6
EXHIBIT A
PART I
Part I sets forth information relevant to the Continuing Trustees.
NAME (AGE) OF CONTINUING TRUSTEE PRINCIPAL OCCUPATION OTHER BOARD MEMBERSHIPS YEAR TERM
POSITION WITH FUND (SINCE) DURING PAST 5 YEARS AND AFFILIATIONS EXPIRES
-------------------------------- -------------------- ----------------------- ---------
CLASS II:
James Fitzgibbons (68) Chairman of the Board, Howes Leather Corporation, 2004
Board Member Davidson Cotton Company DIRECTOR
(1998) (1998-2001)
Roslyn M. Watson (53) Principal, Watson Ventures, American Express Centurion 2004
Board Member Inc., a real estate investment Bank, DIRECTOR
(1998) company (1993-Present) The Hyams Foundation Inc., a
Massachusetts Charitable Foundation,
TRUSTEE
National Osteoporosis Foundation,
TRUSTEE
CLASS III:
Joseph S. DiMartino (59) Corporate Director and Trustee The Muscular Dystrophy 2005
Chairman of the Board Association, DIRECTOR
(1999) Levcor International, Inc.,
an apparel fabric processor, 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
J. Tomlinson Fort (74) Of Counsel, Reed Smith LLP -- 2005
Board Member
(1998)
A-1
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,
2002.
AGGREGATE HOLDINGS OF FUNDS
NAME OF CONTINUING TRUSTEE FUND SHARES IN THE DREYFUS FAMILY OF FUNDS
-------------------------- ----------- ------------------------------
Joseph S. DiMartino Over $100,000 Over $100,000
James Fitzgibbons None $50,001 - $100,000
J. Tomlinson Fort None $10,001 - $50,000
Roslyn M. Watson None None
As of December 31, 2002, 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.
COMPENSATION TABLE. The aggregate amount of compensation paid to each
Continuing Trustee by the Fund for the fiscal year ended March 31, 2003 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, 2002, 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 (**)
------------------ -------------- -----------------------
Joseph S. DiMartino $28,563 $815,937 (191)
James Fitzgibbons $22,350 $89,000 (25)
J. Tomlinson Fort $22,850 $90,000 (25)
Roslyn M. Watson $22,850 $90,000 (25)
------------------------------------
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $22,895 for all Trustees 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.
A-2
PART II
Part II sets forth information relevant to the executive officers of the
Fund. Each officer of the Fund shall hold office until his or her successor is
elected and has qualified.
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUND (SINCE) AGE EXPERIENCE FOR PAST FIVE YEARS
----------------- --- ---------------------------------------
STEPHEN E. CANTER
President (2000) 57 Chairman of the Board, Chief Executive Officer, and
Chief Operating Officer of Dreyfus, and an officer of 95
investment companies (comprised of 190 portfolios)
managed by Dreyfus. Mr. Canter also is a Board member
and, where applicable, an Executive Committee Member of
the other investment management subsidiaries of Mellon
Financial Corporation, each of which is an affiliate of
Dreyfus. Mr. Canter has been an employee of Dreyfus since
May 1995.
STEPHEN R. BYERS
Executive Vice President (2002) 49 Chief Investment Officer, Vice Chairman and a Director
of Dreyfus, and an officer of 95 investment companies
(comprised of 190 portfolios) managed by Dreyfus. Mr. Byers
also is an officer, director or an Executive Committee Member
of certain other investment management subsidiaries of
Mellon Financial Corporation, each of which is an affiliate
of Dreyfus. Mr. Byers has been an employee of Dreyfus since
January 2000. Prior to joining Dreyfus, he served as an
Executive Vice President -- Capital Markets, Chief Financial
Officer and Treasurer at Gruntal & Co., LLC.
GERALD E. THUNELIUS
Executive Vice President (2002) 39 Senior Portfolio Manager -- Taxable Fixed Income Team of
Dreyfus, and an officer of one investment company (comprised
of one portfolio) managed by Dreyfus. Mr. Thunelius has
been an employee of Dreyfus since May 1989.
MARK N. JACOBS
Vice President (2000) 56 Executive Vice President, General Counsel and Secretary
of Dreyfus, and an officer of 96 investment companies
(comprised of 206 portfolios) managed by Dreyfus. Mr. Jacobs has
been an employee of Dreyfus since June 1977.
A-3
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUND (SINCE) AGE EXPERIENCE FOR PAST FIVE YEARS
----------------- --- ---------------------------------------
JAMES WINDELS
Treasurer (2001) 44 Director -- Mutual Fund Accounting of Dreyfus, and an
officer of 96 investment companies (comprised of 206 portfolios)
managed by Dreyfus. Mr. Windels has been an employee of Dreyfus
since April 1985.
STEVEN F. NEWMAN
Secretary (2000) 53 Associate General Counsel and Assistant Secretary of Dreyfus,
and an officer of 96 investment companies (comprised of 206
portfolios) managed by Dreyfus. Mr. Newman has been an employee
of Dreyfus since July 1980.
JEFF PRUSNOFSKY
Assistant Secretary (2000) 37 Associate General Counsel of Dreyfus, and an officer of 24 investment
companies (comprised of 84 portfolios) managed by Dreyfus. Mr. Prusnofsky
has been an employee of Dreyfus since January 1986.
MICHAEL ROSENBERG
Assistant Secretary (2000) 43 Associate General Counsel of Dreyfus, and an officer of 93 investment
companies (comprised of 199 portfolios) managed by Dreyfus. Mr. Rosenberg
has been an employee of Dreyfus since October 1991.
ERIK D. NAVILOFF
Assistant Treasurer (2002) 34 Senior Accounting Manager -- Taxable Fixed Income Funds of Dreyfus, and
an officer of 18 investment companies (comprised of 76 portfolios) managed
by Dreyfus. Mr. Naviloff has been an employee of Dreyfus since
November 1992.
KENNETH J. SANDGREN
Assistant Treasurer (2001) 48 Mutual Funds Tax Director of Dreyfus, and an officer of 96 investment
companies (comprised of 206 portfolios) managed by Dreyfus. Mr. Sandgren
has been an employee of Dreyfus since June 1993.
The address of each officer of the Fund is 200 Park Avenue, New York, New York 10166
A-4
PART III
Part III sets forth information for the Fund regarding the beneficial
ownership of its shares as of June 2, 2003 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 2, 2003, the following Nominees, Continuing Trustees and
officers owned shares in the Fund as indicated below:
Nominees Shares of Beneficial Interest Owned
-------- -----------------------------------
None --
Continuing Trustees Shares of Beneficial Interest Owned
------------------- -----------------------------------
Joseph S. DiMartino 106,364.3718
Officers Shares of Beneficial Interest Owned
-------- -----------------------------------
Gerald E. Thunelius 8,648.8401
As of June 2, 2003, the Fund's Nominees, Continuing Trustees and officers,
as a group, beneficially owned less than 1% of the Fund's outstanding shares. To
the Fund's knowledge, no person owned beneficially 5% or more of the outstanding
shares of beneficial interest of the Fund on June 2, 2003. Cede & Co., Bowling
Green Station, New York, NY, held of record 97.698% 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,
Section 30(h) of the Investment Company Act of 1940, as amended (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 certain additional persons outlined in Section 30(h)
of the 1940 Act 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, 2003, all filing requirements applicable
to such persons were complied with except that: (1) Keith K. Chan, who became a
portfolio manager of the Fund on April 25, 2002, did not report on a timely
basis in a Form 3 filing that he had no beneficial interest in the Fund as of
the date he was appointed a portfolio manager; (2) Samuel J. Weinstock, who
became a portfolio manager of the Fund on December 1, 2001, did not report on a
timely basis in a Form 3 filing that he had no beneficial interest in the Fund
as of the date he was appointed a portfolio manager; (3) Kenneth D. Smalley, who
became a portfolio manager of the Fund on July 26, 2001, did not report on a
timely basis in a Form 3 filing that he had no beneficial interest in the Fund
as the date he was appointed a portfolio manager. Mr. Smalley then 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; (4) Gerald E.
Thunelius, Executive Vice President and 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; (5) Michael G.
Millard, President and Director of Dreyfus, investment adviser 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; (6) Stephen
R. Byers, Executive Vice President of the Fund and Chief Investment Officer and
Director of Dreyfus, investment adviser 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. However, each of the described
failures to file were subsequently reported on the appropriate Form during the
fiscal year ended March 31, 2003.
A-5
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;
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. The Board shall also review
and approve the Charter at least annually; 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.
B-2
EXHIBIT C
Dreyfus High Yield Strategies Fund
May 23, 2003
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, 2003. 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 S. 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
C-1
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Please mark Boxes in blue or black ink.
Mark Here
for Address
Change or
Comments
PLEASE SEE REVERSE SIDE
The Board of Trustees recommends a vote For item 1.
1. Election of Nominees.
FOR All Nominees listed to the right (except as marked to the contrary)
WITHHOLD authority for ALL Nominees listed to the right
Nominees for Class I Trustee are: 01 Kenneth A. Himmel, 02 Stephen J. Lockwood
and 03 Benaree Pratt Wiley
WITHHELD FOR (write name of nominee(s) in space provided below)
-----------------------------
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: , 2003
-----
-----------------------
Signature(s)
-----------------------
Signature(s)
Sign, Date and return the Proxy Card Promptly
using the Enclosed Envelope
FOLD AND DETACH HERE
================================================================================
DREYFUS HIGH YIELD STRATEGIES FUND
PROXY
Annual Meeting of Shareholders - August 7, 2003
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 2, 2003 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 7, 2003, 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.)
Address Change/Comments (Mark the corresponding box on the reverse side)
FOLD AND DETACH HERE
================================================================================
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 can also 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 votes to be counted
Thank you for your interest in the Fund.
854PrxyB98