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 Friday, August 3, 2001 at 10:00 a.m.,
for the following purposes:
1. To elect two Class II 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 1, 2001 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 21, 2001
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 FRIDAY, AUGUST 3, 2001
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 Friday, August 3, 2001 at 10:00 a.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
1, 2001 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 65,731,508
shares of beneficial interest of the Fund outstanding as of June 1, 2001. 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 June
27, 2001. 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
terms 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 II 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. 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.
NAME OF NOMINEE, PRINCIPAL YEAR
OCCUPATION AND BUSINESS EXPERIENCE TRUSTEE TERM
FOR PAST FIVE YEARS AGE SINCE EXPIRES
CLASS II:
JAMES M. FITZGIBBONS 66 1998 2004
Trustee of the Fund; Director, Lumber Mutual Insurance Company; Director,
Barrett Resources, Inc.; Chairman of the Board, Davidson Cotton Company; former
Chairman of the Board and CEO of Fieldcrest Cannon, Inc. Address: 40 Norfolk
Road, Brookline, Massachusetts 02167.
ROSLYN M. WATSON 51 1998 2004
Trustee of the Fund; Principal, Watson Ventures, Inc.; Director, American
Express Centurion Bank; Director, Ontario Hydro Services Company; Director, the
Hyams Foundation, Inc. Address: 25 Braddock Park, Boston, Massachusetts
02116-5816.
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, 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,
the function of which is, from time to time, to nominate persons to be
considered by the Board for Board member positions. The Fund does not have a
standing compensation committee or any committee performing similar functions.
As of May 31, 2001, Mr. Goeschel owned 65,000 shares of the Fund's beneficial
interest, constituting less than 1% of such Fund's outstanding shares. As of
such date, no other Nominee, Trustee or officer owned any shares of the Fund's
beneficial interest outstanding.
For the fiscal year ended March 31, 2001, the Fund held 13 Board and / or
Committee meetings. All Trustees (except Kenneth Himmel) attended at least 75%
of all Board and 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, 2001, and by all funds in the Dreyfus Family of
Funds for which such Nominee was a Board member for the year ended December 31,
2000, was as follows:
TOTAL
COMPENSATION
FROM FUND AND
AGGREGATE FUND COMPLEX
COMPENSATION PAID TO
NAME OF NOMINEE FROM THE FUND* NOMINEE
James M. Fitzgibbons $25,500 $95,000 (28)**
Rosyln M. Watson $26,000 $95,000 (28)**
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* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $11,139 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.
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 26, 2001, 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, 2002. 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 24,2001, after reviewing the Fund's audited
financial statements for the fiscal year ended March 31, 2001, 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, 2001, KMPG LLP billed the
Fund $72,100 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, 2001, 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, 2001, KPMG LLP did not
bill the Fund for other fees. However, KPMG did bill Mellon Financial
Corporation and subsidiaries for the following other fees:
(in thousands)
Non-Financial Systems Consulting $3,764
Statement on Auditing Standards No. 70 Assurance Services 1,816
Regulatory and Employee Benefit Plan Financial Statement Audits 1,706
Process and Risk Management Control Reviews 821
Compliance Attestation Services 646
Tax Matters 584
Other 1,104
Total $10,441
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.
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, 2002, 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, 2001
EXHIBIT A
PART I
Part I sets forth information relevant to the continuing Trustees.
NAME OF CONTINUING TRUSTEE, PRINCIPAL YEAR
OCCUPATION AND BUSINESS EXPERIENCE TRUSTEE TERM
FOR PAST FIVE YEARS AGE SINCE EXPIRES
CLASS I:
KENNETH A. HIMMEL 55 1998 2003
Trustee of the Fund; President & CEO, The Palladium Company; President &
CEO, Himmel and Company, Inc.; CEO, American Food Management; former Director,
The Boston Company, Inc. ("TBC") and Boston Safe Deposit and Trust Company, each
an affiliate of Dreyfus. Address: 625 Madison Avenue, New York, New York 10022.
STEPHEN J. LOCKWOOD 54 1998 2003
Trustee of the Fund; Chairman of the Board and CEO, LDG Reinsurance
Corporation; Vice Chairman, HCCH. Address: 401 Edgewater Place, Wakefield,
Massachusetts 01880.
BENAREE PRATT WILEY 55 1998 2003
Trustee of the Fund; President & CEO of The Partnership, an organization
dedicated to increasing the representation of African Americans in positions of
leadership, influence and decision-making in Boston, Massachusetts; Trustee,
Boston College; Trustee, WGBH Educational Foundation; Trustee, Children's
Hospital; Director, The Greater Boston Chamber of Commerce; Director, The First
Albany Companies, Inc.; from April 1995 to March 1998, Director, TBC. Address:
172 Newbury Street, 3rd Floor, Boston, Massachusetts 02116.
A-1
NAME OF CONTINUING TRUSTEE, PRINCIPAL YEAR
OCCUPATION AND BUSINESS EXPERIENCE TRUSTEE TERM
FOR PAST FIVE YEARS AGE SINCE EXPIRES
CLASS III:
JOSEPH S. DIMARTINO 57 1998 2002
Chairman of the Board and Trustee of the Fund. Since January 1995, Mr.
DiMartino has served as Chairman of the Board for various funds in the Dreyfus
Family of Funds. He is also a Director of The Muscular Dystrophy Association;
HealthPlan Services Corporation, a provider of marketing, administrative and
risk management services to health and other benefit programs; Carlyle
Industries, Inc. (formerly Belding Heminway Company, Inc.), a button packager
and distributor; Century Business Services, Inc., a provider of various
outsourcing functions for small and medium size companies; The Newark Group, a
privately held company providing a national network of paper recovery
facilities, paperboard mills and paperboard converting plants; and QuikCat.com,
Inc., a private company engaged in the development of high speed movement,
routing, storage and encryption of data across all modes of data transport.
Prior to January 1995, he was President, a Director and, until August 1994,
Chief Operating Officer of Dreyfus and Executive Vice President and a Director
of Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus. From
August 1994 to December 1994, he was a Director of Mellon Financial Corporation.
Address: 200 Park Avenue, New York, New York 10166.
J. TOMLINSON FORT 73 1998 2002
Trustee of the Fund; Of Counsel, Reed, Smith, Shaw & McClay (law firm).
Address: 204 Woodcock Drive, Pittsburgh, Pennsylvania 15215.
ARTHUR L. GOESCHEL 79 1998 2002
Trustee of the Fund; Director, Calgon Carbon Corporation; Director, Cerex
Corporation; former Chairman of the Board and Director, Rexene Corporation.
Address: Way Hollow Road and Woodland Road, Sewickley, Pennsylvania 15143
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, 2001 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, 2000, was as follows:
TOTAL
COMPENSATION
FROM THE FUND AND
AGGREGATE FUND COMPLEX
NAME OF CONTINUING COMPENSATION PAID TO
TRUSTEE FROM THE FUND* CONTINUING TRUSTEE
Joseph S. DiMartino $32,500 $805,537 (194)**
J. Tomlinson Fort $26,000 $95,000 (28)**
Arthur L. Goeschel $26,000 $95,000 (28)**
Kenneth A. Himmel $23,000 $82,000 (28)**
Stephen J. Lockwood $23,000 $81,500 (28)**
Benaree Pratt Wiley $26,000 $95,000 (28)**
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* Amount does not include reimbursed expenses for attending Board meetings, which
amounted to $11,139 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 serves as a Board member.
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 AGE EXPERIENCE FOR PAST FIVE YEARS
STEPHEN E. CANTER
President 55 Chairman of the Board, Chief
Executive Officer, President,
Chief Operating Officer, Chief
Investment Officer and Director
of Dreyfus, and an officer of 93
investment companies (comprised of
180 portfolios) managed by
Dreyfus. Mr. Canter also is
a Director or an Executive
Committee Member of the other
investment management subsidiaries of
Mellon Financial Corporation, each of
which is an affiliate of Dreyfus.
MARK N. JACOBS
Vice President 54 Executive Vice President, General
Counsel and Secretary to Dreyfus,
and an officer of 94 investment
companies (comprised of 193 portfolios)
managed by Dreyfus.
JOSEPH CONNOLLY
Vice President and Treasurer 43 Director -- Mutual Fund Accounting
of Dreyfus, and an officer of 94 investment
companies (comprised of 193 portfolios) managed
by Dreyfus.
STEVEN F. NEWMAN
Secretary 51 Associate General Counsel and Assistant
Secretary of Dreyfus, and an officer
of 94 investment companies (comprised of 193
portfolios) managed by Dreyfus.
JEFFREY PRUSNOFSKY
Assistant Secretary 35 Associate General Counsel of Dreyfus,
and an officer of 10 investment companies (comprised
of 59 portfolios) managed by Dreyfus.
MICHAEL ROSENBERG
Assistant Secretary 41 Associate General Counsel of Dreyfus, and
an officer of 93 investment companies (comprised of
180 portfolios) managed by Dreyfus.
A-4
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUND AGE EXPERIENCE FOR PAST FIVE YEARS
WILLIAM MCDOWELL
Assistant Treasurer 42 Senior Accounting Manager -- Taxable
Fixed Income of Dreyfus, and an officer
of 18 investment companies (comprised of
74 portfolios) managed by Dreyfus.
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; 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 24, 2001
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, 2001. 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
Kenneth A. Kimmel, Audit Committee Member
Joseph DiMartino, Audit Committee Member
Stephen J. Lockwood, Audit Committee Member
James M. Fitzgibbons, Audit Committee Member
Roslyn M. Watson, Audit Committee Member
Arthur L. Goeschel, Audit Committee Member
Benaree Pratt Wiley, Audit Committee Member
C-1
Please mark Boxes in blue or black ink.
Please mark X
your votes as
indicated in
this example
The Board of Trustees recommends a vote For item 1.
1. Election of Nominees.
FOR All Nominees listed to WITHHOLD authority
the right (except as marked for ALL Nominees
to the contrary) listed to the right
Nominees for Class II Trustee are:James M. Fitzgibbons and Rosyln M. Watson
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:______________________________________, 2001
____________________________________________
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 3, 2001
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 1, 2001 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 10:00 a.m. on August 3, 2001, 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.)
DREYFUS HIGH YIELD STRATEGIES FUND
IMPORTANT
PLEASE ACT PROMPTLY
SIGN, DATE AND MAILYOUR 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