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, 8th Floor East, New York, New York 10166, on Thursday, August 6, 2009 at 2:00 p.m., for the following purposes:
1. | To elect two 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, 2009 will be entitled to receive notice of and to vote at the meeting.
New York, New York June 15, 2009 |
DREYFUS HIGH YIELD STRATEGIES FUND
PROXY STATEMENT |
Annual Meeting of Shareholders to be held on Thursday, August 6, 2009 |
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 6, 2009 at 2:00 p.m., and at any adjournments thereof, at the offices of The Dreyfus Corporation (Dreyfus), 200 Park Avenue, 8th 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 2, 2009 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 2, 2009.
Proxy materials will be mailed to shareholders of record on or about June 30, 2009. Copies of the Funds 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.
Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meetings of Shareholders to be Held on August 6, 2009: This proxy statement and copies of the Funds most recent Annual Report to Shareholders are available at www.dreyfus.com.
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 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. 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 Nominees ownership of Fund shares is set forth below. Biographical information about the Funds Trustees not standing for election at the meeting (the Continuing Trustees), information on each Continuing Trustees 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 table presents 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 Nominees | Principal Occupation | Other Board Memberships | Year Term |
Position with Fund (Since) | During Past 5 Years | and Affiliations | Expires |
Stephen J. Lockwood (62) | Chairman of the Board, | | 2012 |
Board Member | Stephen J. Lockwood and | ||
(1998) | Company LLC, a real estate | ||
investment company | |||
(2000-Present) | |||
Benaree Pratt Wiley (63) | Principal, The Wiley Group, | Boston College, Trustee | 2012 |
Board Member | a firm specializing in strate- | Associate | |
(1998) | gy and business develop- | Blue Cross Blue Shield of | |
ment (2005-Present) | Massachusetts, Director | ||
President and CEO, The | CBIZ (formerly, Century | ||
Partnership, an organization | Business Services, Inc.), a | ||
dedicated to increasing the | provider of outsourcing | ||
representation of African | functions for small and | ||
Americans in positions of | medium size companies, | ||
leadership, influence and | Director | ||
decision-making in Boston, | Commonwealth Institute, | ||
MA (1991-2005) | Director | ||
Efficacy Institute, Director | |||
PepsiCo African-American, | |||
Chair of Advisory Board | |||
The Boston Foundation, | |||
Director |
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The table below indicates the dollar range of each Nominees 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, 2008.
Aggregate Holdings of Funds | ||
in the Dreyfus Family of Funds | ||
Name of Nominee | Fund Shares | for which Responsible as a Board Member |
Stephen J. Lockwood | None | $50,001 - $100,000 |
Benaree Pratt Wiley | None | $50,001 - $100,000 |
As of December 31, 2008, 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 Funds accounting and financial reporting processes and the audits of the Funds financial statements and (2) to assist in the Board of Trustees oversight of the integrity of the Funds financial statements, the Funds compliance with legal and regulatory requirements and the qualifications, independence and performance of the Funds independent registered public accounting firm. A copy of the Funds Audit Committee Charter, which describes the audit committees 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 Funds 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 Funds Nominating Committee Charter and Procedures (the Nominating Committee Charter) is not available on the Funds or Dreyfus website, but was attached as an Exhibit to the Funds proxy statement dated June 14, 2007. 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 Funds investments. The Fund also has a standing compensation committee comprised of Ms. Roslyn M. Watson (Chair), Mr. James M. Fitzgibbons and Ms. Benaree Pratt Wiley. The function of the compensation committee is to establish the appropriate compensation for serving on the Board.
For the fiscal year ended March 31, 2009, the Fund held ten Board meetings, five audit committee meetings and one nominating committee meeting. The pricing and compensation committees did not meet during the last fiscal year. Each Trustee attended at least 75% of all Board and committee meetings (of which the Trustee was a member) 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 years 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. In the event that there is an in-person joint committee meeting of the Boards of The Dreyfus/Laurel Funds, Inc., The Dreyfus/Laurel Tax-Free Municipal Funds and The Dreyfus/Laurel Funds Trust (collectively, the Dreyfus/Laurel Funds), Dreyfus Investment Funds (DIF) and the Fund, the $2,000 fee will be allocated among the Dreyfus/Laurel Funds, DIF and the Fund. In the event that there is a joint telephone Board and/or committee meeting of the Dreyfus/Laurel Funds, DIF and the Fund, each Trustee attending who is not an interested person (as defined in the 1940 Act) receives $150 from the Fund.
3
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. 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 receive an annual retainer of one-half the amount paid as a retainer at the time the Director became Emeritus and a per meeting attended fee of one-half the amount paid to Directors. A Director Emeritus is relieved of the formal responsibilities and the potential liability that being a Director ordinarily entails. J. Tomlinson Fort currently serves as Director Emeritus.
The aggregate amount of compensation paid to each Nominee by the Fund for the fiscal year ended March 31, 2009, and by all funds in the Dreyfus Family of Funds for which such Nominee was a Board member, during the year ended December 31,
2008, was as follows: | ||
Total | ||
Compensation | ||
Aggregate | from the Fund and | |
Compensation | Dreyfus Fund Complex | |
Name of Nominee | from the Fund(*) | Paid to Nominee (**) |
Stephen J. Lockwood | $23,000 | $88,000 (41) |
Benaree Pratt Wiley | $24,500 | $159,500 (52) |
* | 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 $5,151. |
** | 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 Funds 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, 2008, is set forth in Exhibit A. Certain other information concerning the Funds Trustees and officers also is set forth in Exhibit A.
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 Funds 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 Funds independent registered public accountants. At a meeting held on April 14, 2009, the Funds audit committee recommended, and at a meeting held on April 14 and 15, 2009 the Funds 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, 2010. KPMG LLP, a major international accounting firm, has acted as independent registered public accountants of the Fund since the Funds organization. At a meeting held on May 22, 2009, after reviewing the Funds audited financial statements for the fiscal year ended March 31, 2009, the Funds audit committee recommended to the Funds Board that such statements be
4
included in the Funds Annual Report to Shareholders. A copy of the audit committees report for the Fund is attached as Exhibit B to this proxy statement.
Independent Registered Public Accountant Fees and Services
The following chart reflects fees to KPMG LLP in the Funds 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.
Fund1 | Service Affiliates1 | ||
Audit Fees | $85,361/$87,070 | N/A | |
Audited-Related Fees2 | $21,785/$22,419 | $0/$0 | |
Tax Fees3 | $2,235/$2,350 | $0/$0 | |
All Other Fees | $0/$0 | $0/$0 | |
Aggregate Non-Audit Fees4 | N/A | $2,790,000/$4,864,625 |
1 For the Funds fiscal years ended March 31, 2008/March 31, 2009. |
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 Aggregate non-audit fees billed by KPMG LLP for services to the Fund and Service Affiliates. |
Audit Committee Pre-Approval Policies and Procedures. The Funds audit committee has established policies and procedures (the Policy) for pre-approval (within specified fee limits) of KPMG LLPs 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 LLPs 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 Funds 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 LLPs 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 Funds investment adviser.
The Bank of New York Mellon, an affiliate of Dreyfus, located at One Wall Street, New York, New York 10286, acts as Custodian for the assets of the Fund.
BNY Mellon Shareowner Services, an affiliate of Dreyfus, located at 480 Washington Blvd., Jersey City, New Jersey 07310, acts as the Funds Transfer Agent and Dividend-Paying Agent.
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 accor-
5
dance with procedures designed to authenticate the shareholders identity. In all cases where a telephonic proxy is solicited, the shareholder will be asked to provide or confirm certain identifiable information and to confirm that the shareholder has received the Funds proxy statement and proxy card in the mail. Within 72 hours of receiving a shareholders solicited telephonic voting instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholders instructions and to provide a telephone number to call immediately if the shareholders 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 Funds 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 Funds 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.
Proposals that shareholders wish to include in the Funds proxy statement for the Funds next Annual Meeting of Shareholders must be sent to and received by the Fund no later than March 2, 2010, at the principal executive offices of the Fund at 200 Park Avenue, New York, New York 10166, Attention: Secretary of the Fund. The date after which notice of a shareholder proposal is considered untimely, except as otherwise permissible under applicable law, is May 15, 2010.
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 BNY Mellon Shareowner Services, c/o Proxy Services Corporation, 200 A Executive Drive, Edgewood, New York 11717, 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 15, 2009
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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 M. Fitzgibbons (73) | Corporate Director and Trustee | Bill Barrett Company, | 2010 |
Trustee (1998) | an oil and gas exploration | ||
company, Director | |||
Roslyn M. Watson (58) | 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 | |||
SBLI - USA, Director | |||
CLASS III: | |||
Joseph S. DiMartino (65) | Corporate Director and Trustee | The Muscular Dystrophy | 2011 |
Chairman of the Board (1999) | Association, Director | ||
CBIZ (formerly 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 convert- | |||
ing plants, Director | |||
Sunair Services Corporation, | |||
a provider of certian out- | |||
door-related services to | |||
homes and businesses, | |||
Director |
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: (continued) | |||
Kenneth A. Himmel (63) | President and CEO, Related | | 2011 |
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) |
The table below indicates the dollar range of each Continuing Trustees 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, 2008.
Aggregate Holdings of Funds | ||
in the Dreyfus Family of Funds | ||
Name of Continuing Trustee | Fund Shares | for which Responsible as a Board Member |
James M. Fitzgibbons | None | $50,0001 - $100,000 |
Joseph S. DiMartino | Over $100,000 | Over $100,000 |
Roslyn M. Watson | None | $50,0001 - $100,000 |
Kenneth A. Himmel | None | $50,0001 - $100,000 |
As of December 31, 2008, 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, 2009, and by all funds in the Dreyfus Family of Funds for which such Continuing Trustee was a Board member during the year ended December 31, 2008, 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(**) |
James M. Fitzgibbons | $23,500 | $95,500 (41) |
J. Tomlinson Fort*** | $11,750 | $66,488 (27) |
Joseph S. DiMartino | $24,500 | $873,275 (191) |
Roslyn M. Watson | $24,000 | $93,500 (41) |
Kenneth A. Himmel | $22,000 | $90,500 (41) |
* 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 $5,151.
** 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.
***Emeritus Board Member as of April 12, 2008.
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 |
J. DAVID OFFICER | ||
President (2006) | 60 | Chairman, President and Chief Executive |
Officer of Founders Asset Management LLC, | ||
an affiliate of Dreyfus, and an officer of 76 | ||
investment companies (comprised of 172 port- | ||
folios) managed by Dreyfus. Prior to June 2009, | ||
Mr. Officer was Chief Operating Officer, Vice | ||
Chairman and a director of Dreyfus, where he | ||
had been employed since April 1998. | ||
PHILLIP N. MAISANO | ||
Executive Vice President (2007) | 61 | Chief Investment Officer, Vice Chair and a |
director of Dreyfus, and an officer of 76 invest- | ||
ment companies (comprised of 172 portfolios) | ||
managed by Dreyfus. Mr. Maisano also is an | ||
officer and/or board member of certain other | ||
investment management subsidiaries of The | ||
Bank of New York Mellon Corporation (BNY | ||
Mellon), each of which is an affiliate of | ||
Dreyfus. He has been an employee of Dreyfus | ||
since November 2006. Prior to joining Dreyfus, | ||
Mr. Maisano served as Chairman and Chief | ||
Executive Officer of EACM Advisors, an affili- | ||
ate of Dreyfus, since August 2004, and served | ||
as Chief Executive Officer of Evaluation | ||
Associates, a leading institutional investment | ||
consulting firm, from 1988 until 2004. | ||
JAMES WINDELS | ||
Treasurer (2001) | 50 | Director Mutual Fund Accounting of |
Dreyfus, and an officer of 77 investment com- | ||
panies (comprised of 193 portfolios) managed | ||
by Dreyfus. He has been an employee of | ||
Dreyfus since April 1985. | ||
MICHAEL A. ROSENBERG | ||
Vice President and Secretary (2005) | 49 | Assistant General Counsel of BNY Mellon, |
and an officer of 77 investment companies | ||
(comprised of 193 portfolios) managed by | ||
Dreyfus. He has been an employee of Dreyfus | ||
since October 1991. |
A-3
Name and Position | Principal Occupation and Business | ||
with Fund (Since) | Age | Experience For Past Five Years | |
JAMES BITETTO | |||
Vice President and Assistant Secretary (2005) | 42 | Senior Counsel of BNY Mellon and Secretary | |
of Dreyfus, and an officer of 77 investment | |||
companies (comprised of 193 portfolios) man- | |||
aged by Dreyfus. He has been an employee of | |||
Dreyfus since December 1996. | |||
JONI LACKS CHARATAN | |||
Vice President and Assistant Secretary | (2005) | 53 | Senior Counsel of BNY Mellon, and an offi- |
cer of 77 investment companies (comprised of | |||
193 portfolios) managed by Dreyfus. She has | |||
been an employee of Dreyfus since October | |||
1988. | |||
JOSEPH M. CHIOFFI | |||
Vice President and Assistant Secretary | (2005) | 47 | Senior Counsel of BNY Mellon, and an offi- |
cer of 77 investment companies (comprised of | |||
193 portfolios) managed by Dreyfus. He has | |||
been an employee of Dreyfus since June 2000. | |||
JANETTE E. FARRAGHER | |||
Vice President and Assistant Secretary | (2005) | 46 | Assistant General Counsel of BNY Mellon, |
and an officer of 77 investment companies | |||
(comprised of 193 portfolios) managed by | |||
Dreyfus. She has been an employee of | |||
Dreyfus since February 1984. | |||
JOHN B. HAMMALIAN | |||
Vice President and Assistant Secretary | (2005) | 45 | Managing Counsel of BNY Mellon, and an |
officer of 77 investment companies (com- | |||
prised of 193 portfolios) managed by Dreyfus. | |||
He has been an employee of Dreyfus since | |||
February 1991. | |||
ROBERT R. MULLERY | |||
Vice President and Assistant Secretary | (2005) | 57 | Managing Counsel of BNY Mellon, and an |
officer of 77 investment companies (com- | |||
prised of 193 portfolios) managed by Dreyfus. | |||
He has been an employee of Dreyfus since | |||
May 1986. |
A-4
Name and Position | Principal Occupation and Business | ||
with Fund (Since) | Age | Experience For Past Five Years | |
JEFF PRUSNOFSKY | |||
Vice President and Assistant Secretary | (2005) | 44 | Managing Counsel of BNY Mellon, and an |
officer of 77 investment companies (com- | |||
prised of 193 portfolios) managed by Dreyfus. | |||
He has been an employee of Dreyfus since | |||
October 1990. | |||
GAVIN C. REILLY | |||
Assistant Treasurer (2005) | 40 | Tax Manager of the Investment Accounting | |
and Support Department of Dreyfus, and an | |||
officer of 77 investment companies (com- | |||
prised of 193 portfolios) managed by Dreyfus. | |||
He has been an employee of Dreyfus since | |||
April 1991. | |||
RICHARD CASSARO | |||
Assistant Treasurer (2008) | 50 | Senior Accounting Manager Money Market | |
and Municipal Bond Funds of Dreyfus, and | |||
an officer of 77 investment companies (com- | |||
prised of 193 portfolios) managed by Dreyfus. | |||
He has been an employee of Dreyfus since | |||
September 1982. | |||
ROBERT S. ROBOL | |||
Assistant Treasurer (2005) | 45 | Senior Accounting Manager Fixed Income | |
Funds of Dreyfus, and an officer of 77 invest- | |||
ment companies (comprised of 193 portfolios) | |||
managed by Dreyfus. He has been an employ- | |||
ee of Dreyfus since October 1988. | |||
ROBERT SALVIOLO | |||
Assistant Treasurer (2007) | 42 | Senior Accounting Manager Equity Funds | |
of Dreyfus, and an officer of 77 investment | |||
companies (comprised of 193 portfolios) | |||
managed by Dreyfus. He has been an employ- | |||
ee of Dreyfus since June 1989. | |||
ROBERT SVAGNA | |||
Assistant Treasurer (2005) | 42 | Senior Accounting Manager Equity Funds | |
of Dreyfus, and an officer of 77 investment | |||
companies (comprised of 193 portfolios) | |||
managed by Dreyfus. He has been an employ- | |||
ee of Dreyfus since November 1990. |
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Name and Position | Principal Occupation and Business | |
with Fund (Since) | Age | Experience For Past Five Years |
JOSEPH W. CONNOLLY | 52 | Chief Compliance Officer of Dreyfus and The |
Chief Compliance Officer (2004) | Dreyfus Family of Funds (77 investment com- | |
panies, comprised of 193 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 Mellons 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 firms 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 |
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PART III |
Part III sets forth information for the Fund regarding the beneficial ownership of its shares as of June 2, 2009 by Nominees, Continuing Trustees and officers of the Fund owning shares on such date and by shareholders owning 5% or more of the Funds outstanding shares.
As of June 2, 2009, the following Nominees, Continuing Trustees and officers owned shares in the Fund as indicated below:
Nominees | Shares of Beneficial Interest Owned |
Stephen J. Lockwood | None |
Benaree Pratt Wiley | None |
Continuing Trustees | |
None | |
Officers | |
None |
As of June 2, 2009, the Funds Nominees, Continuing Trustees and officers, as a group, beneficially owned less than 1% of the Funds outstanding shares. As of December 31, 2008, 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, 5,835,475 shares of the Fund, amounting to approximately 8.2% of the Funds shares as of that date. These holdings were reported to the Securities and Exchange Commission (the SEC) on Schedule 13G/A pursuant to Rule 13d-1(b) under the Securities Exchange Act of 1934, as amended (the 1934 Act), on February 9, 2009. As of December 31, 2008, Wells Fargo & Company, located at 420 Montgomery Street, San Francisco, CA 94163, beneficially owned 4,726,667 shares of the Fund amounting to approximately 5.16% of the Funds shares as of that date. These holdings were reported to the SEC on Schedule 13G pursuant to Rule 13d-1(b) under the 1934 Act on January 27, 2009. The Fund has no reason to believe this information has materially changed. Cede & Co., Bowling Green Station, New York, NY, held of record approximately 98.8% of the outstanding shares of beneficial interest of the Fund as of June 2, 2009.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the 1934 Act, Section 30(h) of the 1940 Act, and SEC regulations thereunder, the Funds officers and Trustees, persons owning more than 10% of the Funds shares of beneficial interest, and certain additional persons are required to report their transactions in the Funds 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, 2009, all filing requirements applicable to such persons were complied with.
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EXHIBIT B |
Dreyfus High Yield Strategies Fund
May 22, 2009
REPORT OF THE AUDIT COMMITTEE
The audit committee oversees the Funds 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 is 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 Funds 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 Funds 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 Funds internal controls, and the overall quality of the Funds 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, 2009. The committee and the Board also have approved the selection of KPMG LLP as the Funds independent registered public accountants.
Joseph S. DiMartino, Audit Committee Chair | Stephen J. Lockwood, Audit Committee Member |
James M. Fitzgibbons, Audit Committee Member | Roslyn M. Watson, Audit Committee Member |
Kenneth A. Himmel, Audit Committee Member | Benaree Pratt Wiley, Audit Committee Member |
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0430-PROXY-09