DREYFUS HIGH YIELD STRATEGIES FUND
Notice of Annual Meeting of Shareholders
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 East, New York, New York 10166, on Thursday, August 2, 2007 at 2:00 p.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, 2007 will be entitled to receive notice of and to vote at the meeting.
| New York, New York |
| June 14, 2007 |
| 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
| Annual Meeting of Shareholders |
| to be held on Thursday, August 2, 2007 |
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 2, 2007 at 2:00 p.m., and at any adjournments thereof, at the offices of The Dreyfus Corporation (“Dreyfus”), 200 Park Avenue, 7th Floor East, New York, New York 10166, 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, 2007 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 71,487,233 shares of beneficial interest of the Fund outstanding as of June 1, 2007.
Proxy materials will be mailed to shareholders of record on or about June 28, 2007. Copies of the Fund’s current Annual Report have been mailed to its shareholders and may be obtained free of charge by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or 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 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. Each Nominee currently serves as a Trustee of the Fund. Each Nominee has consented to being named in this proxy statement and has agreed to continue to serve as a Trustee if elected. Biographical information about each Nominee and information on each Nominee’s ownership of Fund shares is set forth below. Biographical information about the Fund’s Trustees not standing for election at the meeting (the “Continuing Trustees”), information on each 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.
Neither of the Nominees nor any of the 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, Dreyfus 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 | |||
| CLASS II: | ||||||
| James M. Fitzgibbons (72) | Chairman of the Board, | Bill Barrett Company, | 2010 | |||
| Trustee (1998) | Davidson Cotton Company | an oil and gas exploration | ||||
| (1998-2002) | company, Director | |||||
| Roslyn M. Watson (57) | Principal, Watson Ventures, | American Express Bank, | 2010 | |||
| Trustee (1998) | Inc., a real estate investment | Director | ||||
| company (1993-Present) | The Hyams Foundation Inc., a | |||||
| Massachusetts Charitable | ||||||
| Foundation, Trustee | ||||||
| National Osteoporosis | ||||||
| Foundation, Trustee | ||||||
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, 2006.
| Aggregate Holdings of Funds | ||||
| in the Dreyfus Family of Funds | ||||
| Name of Nominee | Fund Shares | for which Responsible as a Board Member | ||
| James M. Fitzgibbons | None | Over $100,000 | ||
| Roslyn M. Watson | None | None |
As of December 31, 2006, neither of the Nominees nor 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 a standing 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 the audit committee is (1) to oversee the Fund’s accounting and financial reporting processes and the audits of the Fund’s financial statements and (2) to assist in the Board of Trustees’ oversight of the integrity of the Fund’s financial statements, the Fund’s compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications, independence and performance. A copy of the Fund’s Audit Committee Charter, which describes the audit committee’s purposes, duties and responsibilities, is available at www.dreyfus.com in the individual investors section. The Fund also has a standing 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 Fund’s nominating committee is responsible for selecting and nominating persons as members of the Board of Trustees for election or appointment by the Board and for election by shareholders. Each nominating committee member is “independent” as defined by the New York Stock Exchange. A copy of the Fund’s Nominating Committee Charter and Procedures is not available on the Fund’s or Dreyfus’ website, but is attached as Exhibit B to this proxy statement (the “Nominating Committee Charter”). In evaluating potential nominees, including any nominees recommended by shareholders, the committee takes into consideration the factors listed in the Nominating Committee Charter, including character and integrity, business and professional experience, and whether the committee believes the person has the ability to apply sound and independent business judgment and would act in the interest of the Fund and its shareholders. The committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166, and including information regarding the recommended nominee as specified in the Nominating Committee Charter. 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 also has a standing compensation committee comprised of Ms. Roslyn M. Watson (Chair), Mr. James M. Fitzgibbons, Mr. Stephen J. Lockwood and Ms. Benaree Pratt Wiley. The function of the compensation committee is to establish the appropriate compensation for serving on the Board.
2
For the fiscal year ended March 31, 2007, the Fund held eight Board meetings, five audit committee meetings and one nominating committee meeting. The pricing and compensation committees did not meet during the last fiscal year. All Trustees attended at least 75% of all Board and committee meetings held during the last fiscal year. The Fund does not have a formal policy regarding Trustees’ attendance at annual meetings of shareholders. Trustees did not attend last year’s annual meeting.
Each Trustee who is not an “interested person” (as defined in the 1940 Act) of the Fund receives $15,000 per year, plus $1,000 for each Board meeting attended, and $2,000 for separate in-person committee meetings attended which are not held in conjunction with a regularly scheduled Board meeting and $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. With respect to compensation committee meetings, the Chair of the compensation committee receives $100 per meeting and, with respect to audit committee meetings, the Chair of the audit committee receives $150 per meeting. In the event that there is an in-person 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 fee will be allocated between the Dreyfus/Laurel Funds and the Fund. In the event that there is a joint telephone meeting of the Dreyfus/Laurel Funds and the Fund, each Trustee attending who is not an “interested person” (as defined in the 1940 Act) receives $150 from the Fund.
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 aggregate net assets of the Dreyfus/Laurel Funds and the Fund 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. Francis P. Brennan currently is a Director Emeritus.
The aggregate amount of compensation paid to each Nominee by the Fund for the fiscal year ended March 31, 2007, and by all funds in the Dreyfus Family of Funds for which such Nominee was a Board member, for the year ended December 31, 2006, was as follows:
| Total | ||||
| compensation | ||||
| Aggregate | from the Fund and | |||
| compensation | Dreyfus fund complex | |||
| Name of Nominee | from the Fund* | paid to Nominee (**) | ||
| James M. Fitzgibbons | $21,300 | $103,000 (27) | ||
| Roslyn M. Watson | $20,650 | $102,500 (27) |
| * | Amount does not include expenses reimbursed to Board members for attending Board meetings, which in the aggre- gate amounted to $6,262. |
| ** | Represents the number of separate portfolios comprising the investment companies in the fund complex, including the Fund, for which the Nominee served as a Board member. |
For the Fund’s most recent fiscal year, the aggregate amount of compensation paid by the Fund to each Continuing Trustee who is not a Nominee, and the aggregate amount of compensation paid by all funds in the Dreyfus Family of Funds for which such person was a Board member for the year ended December 31, 2006, is set forth in Exhibit A. Certain other information concerning the Fund’s Trustees and officers also is set forth in Exhibit A.
3
Required Vote
The election of a Nominee 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 Registered Public Accounting Firm
The 1940 Act requires that the Fund’s independent registered public accounting firm be selected by a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act) of the Fund. The audit committee has direct responsibility for the appointment, compensation, retention and oversight of the Fund’s independent registered public accountants. At a meeting held on April 25, 2007, the Fund’s audit committee recommended, and at a meeting on April 26, 2007 the Fund’s Board, including a majority of those Trustees who are not “interested persons” (as defined in the 1940 Act) of the Fund, ratified and approved the selection of KPMG LLP as independent registered public accountants for the fiscal year ending March 31, 2008. KPMG LLP, a major international accounting firm, has acted as independent registered public accountants of the Fund since the Fund’s organization. At a meeting held on May 24, 2007, after reviewing the Fund’s audited financial statements for the fiscal year ended March 31, 2007, 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.
Independent Registered Public Accountant Fees and Services
The following chart reflects fees to KPMG LLP in the Fund’s last two fiscal years. For Service Affiliates (i.e., Dreyfus and any entity controlling, controlled by or under common control with Dreyfus that provides ongoing services to the Fund), such fees represent only those fees that require pre-approval by the audit committee. All services provided by KPMG LLP were pre-approved as required.
| Fund 1 | Service Affiliates 1 | |||||
| Audit Fees | $82,865/$82,865 | N/A | ||||
| Audited-Related Fees 2 | $4,000/$21,140 | $0/$0 | ||||
| Tax Fees 3 | $2,025/$2,090 | $0/$0 | ||||
| All Other Fees | $0/$0 | $0/$0 | ||||
| Aggregate Non-Audit Fees 4 | N/A | $1,643,000/$1,761,000 | ||||
1 For the Fund’s fiscal years ended March 31, 2006/March 31, 2007.
2 Services to the Fund consisted of security counts required by Rule 17f-2 under the 1940 Act.
3 Services to the Fund consisted of review or preparation of U.S. federal, state, local and excise tax returns.
4 Services pertaining to audit-related internal control attestation and internal control advisory services provided to affiliates of Dreyfus.
Audit Committee Pre-Approval Policies and Procedures. The Fund’s audit committee has established policies and procedures (the “Policy”) for pre-approval (within specified fee limits) of KPMG LLP’s engagements for non-audit services to the Fund and Service Affiliates without specific case-by-case consideration. Pre-approval considerations include whether the proposed services are compatible with maintaining KPMG LLP’s independence. The Policy and services covered therein are considered annually. In addition, proposed services requiring pre-approval but not covered by the Policy are considered from time to time as necessary.
Registered Public Accounting Firm Independence. The Fund’s audit committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which did not require pre-approval are compatible with maintaining KPMG LLP’s independence.
4
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 Bank, N.A., an affiliate of Dreyfus, located at One Mellon Bank Center, Pittsburgh, Pennsylvania 15258, acts as Custodian for the assets of the Fund.
Mellon Investor Services LLC, an affiliate of Dreyfus, located at 480 Washington Blvd., Jersey City, New Jersey 07310, acts as the Fund’s Transfer Agent and Dividend-Paying Agent.
On May 24, 2007, the shareholders of Mellon Financial Corporation (“Mellon Financial”) and The Bank of New York Company, Inc. (“BNY”) approved the proposed merger of the two companies. The new company will be called The Bank of New York Mellon Corporation. As part of this transaction, Dreyfus would become a wholly-owned subsidiary of The Bank of New York Mellon Corporation. The transaction is subject to certain regulatory approvals, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Mellon Financial and BNY expect the transaction to be completed in the third quarter of 2007.
Voting Information
To vote, please complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope. The Fund will bear the cost of soliciting proxies.
In addition to the use of the mails, proxies may be solicited personally or by telephone, and the Fund may pay persons holding shares of the Fund in their names or those of their nominees for their expenses in sending soliciting materials to their principals. 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 and social security number (in the case of an individual) or taxpayer identification number (in the case of a non-individual) and to confirm that the shareholder has received the Fund’s proxy statement and proxy card in the mail. Within 72 hours of receiving a shareholder’s solicited telephonic 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. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and if no voting instructions are given, shares will be voted “FOR” the proposals.
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.
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.
OTHER MATTERS
The Fund’s Board is not aware of any other matter which may come before the meeting. However, should a matter 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.
5
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 21, 2008 at the principal executive offices of the Fund at 200 Park Avenue, New York, New York 10166, Attention: General Counsel. The date after which notice of a shareholder proposal is considered untimely, except as otherwise permissible under applicable law, is May 7, 2008.
Shareholders who wish to communicate with Trustees should send communications to the attention of the Secretary of the Fund, 200 Park Avenue, New York, New York 10166, and communications will be directed to the Trustee or Trustees indicated in the communication or, if no Trustee or Trustees are indicated, to the Chairman of the Board of Trustees.
|
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 14, 2007
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 I: | ||||||
| Kenneth A. Himmel (61) | President and CEO, Related | — | 2009 | |||
| Trustee (1998) | Urban Development, 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 (60) | Chairman of the Board, | — | 2009 | |||
| Trustee (1998) | Stephen J. Lockwood and | |||||
| Company LLC, an investment | ||||||
| company (2000-Present) | ||||||
| Benaree Pratt Wiley (61) | Principal, The Wiley Group, | Boston College, Trustee | 2009 | |||
| Trustee (1998) | a firm specializing in strategy | Blue Cross Blue Shield of | ||||
| and business development | Massachusetts, Director | |||||
| (2005-Present) | Commonwealth Institute, | |||||
| Director | ||||||
| President and CEO, The | Efficacy Institute, Director | |||||
| Partnership, an organization | PepsiCo African-American, | |||||
| dedicated to increasing the | Advisory Board | |||||
| representation of African | The Boston Foundation, | |||||
| Americans in positions of | Director | |||||
| leadership, influence and deci- | Harvard Business School, | |||||
| sion-making in Boston, MA | Alumni Board, Director | |||||
| (1991-2005) | ||||||
A-1
| Name (Age) of Continuing Trustee | Principal Occupation | Other Board Memberships | Year Term | |||
| Position with Fund (Since) | During Past 5 Years | and Affiliations | Expires | |||
| CLASS III: | ||||||
| Joseph S. DiMartino (63) | Corporate Director and Trustee | The Muscular Dystrophy | 2008 | |||
| Chairman of the Board (1999) | Association, Director | |||||
| Century Business Services, Inc., | ||||||
| a provider of outsourcing func- | ||||||
| tions for small and medium | ||||||
| size companies, Director | ||||||
| The Newark Group, a provider | ||||||
| of a national market of paper | ||||||
| recovery facilities, paperboard | ||||||
| mills and paperboard convert- | ||||||
| ing plants, Director | ||||||
| Sunair Services Corporation, | ||||||
| a provider of certain outdoor- | ||||||
| related services to homes and | ||||||
| businesses, Director | ||||||
| J. Tomlinson Fort (79) | Retired; Of Counsel, Reed Smith | Allegheny College, Emeritus Trustee | 2008 | |||
| Trustee (1998) | LLP (1998-Present) | Pittsburgh Ballet Theatre, Trustee | ||||
| American College of Trial | ||||||
| Lawyers, Fellow | ||||||
A-2
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, 2006.
| Aggregate Holdings of Funds | ||||
| in the Dreyfus Family of Funds | ||||
| Name of Continuing Trustee | Fund Shares | for which Responsible as a Board Member | ||
| Joseph S. DiMartino | Over $100,000 | Over $100,000 | ||
| J. Tomlinson Fort | None | $50,001-$100,000 | ||
| Kenneth A. Himmel | None | Over $100,000 | ||
| Stephen J. Lockwood | None | None | ||
| Benaree Pratt Wiley | None | None |
As of December 31, 2006, 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. Each Continuing Trustee will continue to serve as a Trustee after this meeting.
Compensation Table. The aggregate amount of compensation paid to each Continuing Trustee by the Fund for the fiscal year ended March 31, 2007, 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, 2006, was as follows:
| Total compensation from | ||||
| Aggregate | the Fund and Dreyfus | |||
| Name of Continuing | compensation | fund complex paid to | ||
| Trustee | from the Fund* | Continuing Trustee(**) | ||
| Joseph S. DiMartino | $21,150 | $857,400 (193) | ||
| J. Tomlinson Fort | $21,400 | $108,650 (27) | ||
| Kenneth A. Himmel | $19,650 | $92,500 (27) | ||
| Stephen J. Lockwood | $21,300 | $100,500 (27) | ||
| Benaree Pratt Wiley | $21,300 | $103,000 (27) |
| * | Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed to Board members for attending Board meetings, which in the aggregate amounted to $6,262. |
| ** | 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-3
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 | ||
| J. DAVID OFFICER | ||||
| President (2006) | 58 | Chief Operating Officer, Vice Chairman and | ||
| a director of Dreyfus and an officer of 89 | ||||
| investment companies (comprised of 186 | ||||
| portfolios) managed by Dreyfus. He has been | ||||
| an employee of Dreyfus since April 1998. | ||||
| MARK N. JACOBS | ||||
| Vice President (2000) | 61 | Executive Vice President, General Counsel and | ||
| Secretary of Dreyfus, and an officer of 90 invest- | ||||
| ment companies (comprised of 202 portfolios) | ||||
| managed by Dreyfus. He has been an employee | ||||
| of Dreyfus since June 1977. | ||||
| JAMES WINDELS | ||||
| Treasurer (2001) | 48 | Director — Mutual Fund Accounting of | ||
| Dreyfus, and an officer of 90 investment com- | ||||
| panies (comprised of 202 portfolios) managed | ||||
| by Dreyfus. He has been an employee of | ||||
| Dreyfus since April 1985. | ||||
| MICHAEL A. ROSENBERG | ||||
| Vice President and Secretary (2005) | 47 | Associate General Counsel of Dreyfus, and an | ||
| officer of 90 investment companies (com- | ||||
| prised of 202 portfolios) managed by Dreyfus. | ||||
| He has been an employee of Dreyfus since | ||||
| October 1991. | ||||
| JAMES BITETTO | ||||
| Vice President and Assistant Secretary (2005) | 40 | Associate General Counsel and Assistant | ||
| Secretary of Dreyfus, and an officer of 90 invest- | ||||
| ment companies (comprised of 202 portfolios) | ||||
| managed by Dreyfus. He has been an employee | ||||
| of Dreyfus since December 1996. | ||||
| JONI LACKS CHARATAN | ||||
| Vice President and Assistant Secretary (2005) | 51 | Associate General Counsel of Dreyfus, and an | ||
| officer of 90 investment companies (com- | ||||
| prised of 202 portfolios) managed by Dreyfus. | ||||
| She has been an employee of Dreyfus since | ||||
| October 1988. | ||||
A-4
| Name and Position | Principal Occupation and Business | |||||
| with Fund (Since) | Age | Experience For Past Five Years | ||||
| JOSEPH M. CHIOFFI | ||||||
| Vice President and Assistant Secretary | (2005) | 45 | Associate General Counsel of Dreyfus, and an | |||
| officer of 90 investment companies (com- | ||||||
| prised of 202 portfolios) managed by Dreyfus. | ||||||
| He has been an employee of Dreyfus since | ||||||
| June 2000. | ||||||
| JANETTE E. FARRAGHER | ||||||
| Vice President and Assistant Secretary | (2005) | 44 | Associate General Counsel of Dreyfus, and an | |||
| officer of 90 investment companies (com- | ||||||
| prised of 202 portfolios) managed by Dreyfus. | ||||||
| She has been an employee of Dreyfus since | ||||||
| February 1984. | ||||||
| JOHN B. HAMMALIAN | ||||||
| Vice President and Assistant Secretary | (2005) | 43 | Associate General Counsel of Dreyfus, and an | |||
| officer of 90 investment companies (com- | ||||||
| prised of 202 portfolios) managed by Dreyfus. | ||||||
| He has been an employee of Dreyfus since | ||||||
| February 1991. | ||||||
| ROBERT R. MULLERY | ||||||
| Vice President and Assistant Secretary | (2005) | 55 | Associate General Counsel of Dreyfus, and an | |||
| officer of 90 investment companies (com- | ||||||
| prised of 202 portfolios) managed by Dreyfus. | ||||||
| He has been an employee of Dreyfus since | ||||||
| May 1986. | ||||||
| JEFF PRUSNOFSKY | ||||||
| Vice President and Assistant Secretary | (2005) | 42 | Associate General Counsel of Dreyfus, and an | |||
| officer of 90 investment companies (com- | ||||||
| prised of 202 portfolios) managed by Dreyfus. | ||||||
| He has been an employee of Dreyfus since | ||||||
| October 1990. | ||||||
| GAVIN C. REILLY | ||||||
| Assistant Treasurer (2005) | 38 | Tax Manager of the Investment Accounting | ||||
| and Support Department of Dreyfus, and an | ||||||
| officer of 90 investment companies (com- | ||||||
| prised of 202 portfolios) managed by Dreyfus. | ||||||
| He has been an employee of Dreyfus since | ||||||
| April 1991. | ||||||
A-5
| Name and Position | Principal Occupation and Business | |||
| with Fund (Since) | Age | Experience For Past Five Years | ||
| ROBERT S. ROBOL | ||||
| Assistant Treasurer (2005) | 43 | Senior Accounting Manager – Money Market | ||
| and Municipal Bond Funds of Dreyfus, and | ||||
| an officer of 90 investment companies (com- | ||||
| prised of 202 portfolios) managed by Dreyfus. | ||||
| He has been an employee of Dreyfus since | ||||
| October 1988. | ||||
| ROBERT SVAGNA | ||||
| Assistant Treasurer (2005) | 40 | Senior Accounting Manager – Equity Funds | ||
| of Dreyfus, and an officer of 90 investment | ||||
| companies (comprised of 202 portfolios) | ||||
| managed by Dreyfus. He has been an employ- | ||||
| ee of Dreyfus since November 1990. | ||||
| JOSEPH W. CONNOLLY | 50 | Chief Compliance Officer of Dreyfus and The | ||
| Chief Compliance Officer (2004) | Dreyfus Family of Funds (90 investment com- | |||
| panies, comprised of 202 portfolios). From | ||||
| November 2001 through March 2004, Mr. | ||||
| Connolly was first Vice-President, Mutual Fund | ||||
| Servicing for Mellon Global Securities Services. | ||||
| In that capacity, Mr. Connolly was responsible | ||||
| for managing Mellon’s Custody, Fund | ||||
| Accounting and Fund Administration services | ||||
| to third-party mutual fund clients. He has | ||||
| served in various capacities with Dreyfus since | ||||
| 1980, including manager of the firm’s Fund | ||||
| Accounting Department from 1997 through | ||||
| October 2001. | ||||
The address of each officer of the Fund is 200 Park Avenue, New York, New York 10166
A-6
PART III
Part III sets forth information for the Fund regarding the beneficial ownership of its shares as of June 1, 2007 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 1, 2007, the following Nominees, Continuing Trustees and officers owned shares in the Fund as indicated below:
| Nominees | Shares of Beneficial Interest Owned | |
| None | ||
| Continuing Trustees | ||
| Joseph S. DiMartino | 50,000 | |
| Officers | ||
| None |
As of June 1, 2007, the Fund’s Nominees, Continuing Trustees and officers, as a group, beneficially owned less than 1% of the Fund’s outstanding shares. As of December 31, 2006, First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation, each located at 1001 Warrenville Road, Lisle, Illinois 60532, beneficially owned, in the aggregate, 7,291,969 shares of the Fund, amounting to approximately 10.2% of the Fund’s shares as of that date. These holdings were reported to the Securities and Exchange Commission (“SEC”) on Schedule 13G pursuant to Rule 13d-1(b) under the Securities Exchange Act of 1934, as amended, on November 9, 2006. The Fund has no reason to believe that information has materially changed. Cede & Co., Bowling Green Station, New York, NY, held of record approximately 99% of the outstanding shares of beneficial interest of the Fund, as of June 1, 2007.
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 1940 Act, and 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 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 written representations of such persons and on copies of reports that have been filed with the SEC, the Fund believes that, during the fiscal year ended March 31, 2007, all filing requirements applicable to such persons were complied with except that Jonathan Little, who became the Chairman of the Board of Dreyfus on December 28, 2006, 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 Chairman of Dreyfus. However, the described failure to file was subsequently reported on the appropriate Form during the fiscal year ended March 31, 2007.
A-7
|
EXHIBIT B NOMINATING COMMITTEE CHARTER AND PROCEDURES THE DREYFUS FAMILY OF FUNDS (each, the “Fund”) |
ORGANIZATION
The Nominating Committee (the “Committee”) of each Fund shall be composed solely of Directors/Trustees (“Directors”) who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Directors”). The Board of Directors of the Fund (the “Board”) shall select the members of the Committee and shall designate the Chairperson of the Committee.
RESPONSIBILITIES
The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund.
EVALUATION OF POTENTIAL NOMINEES
In evaluating a person as a potential nominee to serve as a Director of the Fund (including any nominees recommended by shareholders as provided below), the Committee shall consider, among other factors it may deem relevant:
- the character and integrity of the person;
- whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund;
- whether or not the person has any relationships that might impair his or her service on the Board;
- whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regard- ing the number and percentage of Independent Directors on the Board;
- whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organiza- tions or their related fund complexes;
- whether or not the person is willing to serve and is willing and able to commit the time necessary for the perfor- mance of the duties and responsibilities of a Director of the Fund;
- the contribution which the person can make to the Board and the Fund, in conjunction with the other Directors, with consideration being given to the person’s business and professional experience, education and such other fac- tors as the Committee may consider relevant; and
- whether the Committee believes the person has the ability to apply sound and independent business judgment and would act in the interests of the Fund and its shareholders.
While the Committee is solely responsible for the selection and nomination of Directors, the Committee may consider nom inees recommended by Fund shareholders. The Committee will consider recommendations for nominees from sharehold ers sent to the Secretary of the Fund c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor West, New York, New York 10166. A nomination submission must include all information relating to the recommended nom inee that is required to be disclosed in solicitations or proxy statements for the election of Directors, as well as information sufficient to evaluate the factors listed above. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.
NOMINATION OF DIRECTORS
After a determination by the Committee that a person should be selected and nominated as a Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration.
REVIEW OF CHARTER AND PROCEDURES
The Comm.ittee shall review the charter and procedures from time to time, as it considers appropriate.
Adopted: April 2004
B-1
EXHIBIT C
Dreyfus High Yield Strategies Fund
|
May 24, 2007 |
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 registered public accounting firm, 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 the standards of the Public Company Accounting Oversight Board (United States). In addition, the committee has discussed with the independent registered public accountants the registered public accountants’ independence from management and the Fund, including the registered public accountants’ letter and the matters in the written disclosures required by the Independence Standards Board, and considered the compatibility of non-audit services with the registered public accountants’ independence.
The committee discussed with the Fund’s independent registered public accountants the overall scope and plans for the audits. The committee met with the independent registered public accountants, with and without management present, to discuss the results of their audits, 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 Trustees (and the Board has approved) that the audited financial statements be included in the Annual Report to Shareholders for the year ended March 31, 2007. The committee and the Board also have approved the selection of KPMG LLP as the Fund’s independent registered public accountants.
| 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. Himmel, Audit Committee Member |
C-1
0430-PROXY-07