Securities Act File No. 333-48117
Investment Company File No. 811-08703
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 1 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 2 /X/
(Check appropriate box or boxes)
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DREYFUS HIGH YIELD STRATEGIES FUND
(Exact Name of Registrant as Specified in Charter)
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code:
1-888-338-8084
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Mark N. Jacobs
General Counsel
The Dreyfus Corporation
Legal Department
200 Park Avenue - 8th Floor West
New York, New York 10166
(Name and address of agent for service)
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Copies to:
Thomas A. Hale Clifford J. Alexander
Skadden, Arps, Slate, Kirkpatrick & Lockhart LLP
Meagher & Flom (Illinois) 1800 Massachusetts Avenue, N.W.
333 Wacker Drive Second Floor
Chicago, Illinois 60606 Washington, DC 20036
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Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
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/X/ This Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration
statement for the same offering is 333-48117.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
=======================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Amount Being Maximum Aggregate Amount of
Registered(1) Offering Price Maximum Offering Registration Fee
per Unit Price(1)
- ------------------------------------------------------------------------------------------------------
Shares of Beneficial Interest 61,352,500 $15.00 $920,287,500 $271,485*
- ------------------------------------------------------------------------------------------------------
*$254,438 has been previously paid
(1)Includes 8,002,500 Shares which may be offered by the Underwriters pursuant
to an option to cover over allotments.
=======================================================================================================
</TABLE>
<PAGE>
Dreyfus High Yield Strategies Fund
Cross Reference Sheet Pursuant to Rule 404(c)
Under the Securities Act of 1933
Parts A and B of the Prospectus*
<TABLE>
<CAPTION>
Item No. Registration Statement Caption Location in Prospectus
- -------- ------------------------------ ----------------------
<S> <C> <C>
1 Outside Front Cover......................... Outside Front Cover
2 Inside Front and Outside back Cover Page.... Inside Front and Outside Back Cover
Page
3 Fee Table and Synopsis...................... Prospectus Summary; Expenses
Summary
4 Financial Highlights........................ Not Applicable
5 Plan of Distribution........................ Cover Page; Outside Front Cover
Page; Prospectus Summary;
Underwriting
6 Selling Shareholders........................ Not Applicable
7 Use of Proceeds............................. Outside Front Cover; Inside Front
Cover; Prospectus Summary; Use of
Proceeds; Investment Restrictions
8 General Description of Registrant........... Outside Front Cover; Inside Front
Cover; Prospectus Summary; The
Fund; Investment Practices; Special
Considerations and Risk Factors;
Investment Restrictions; Dividends
and Distributions; Taxes; Portfolio
Transactions; Determination of Net
Asset Value
9 Management.................................. Inside Front Cover; Prospectus
Summary; Management of the Fund;
Investment Adviser; Trustees and
Officers of the Fund; Investment
Management Contract; Portfolio
Transactions; Custodian; Transfer
Agent, Shareholder Servicing Agent,
Custodian and Transfer and
Dividend Paying Agent;
10. Capital Stock, Long-term Debt, and Other
Securities.................................. Prospectus Summary; Dividends and
Distributions; Taxes; Automatic
Dividend Reinvestment Plan
11 Defaults and Arrears on Senior Securities... Not Applicable
12 Legal Proceedings........................... Not Applicable
13. Table of Contents of Statement of Additional
NOTE: This Registration Statement is being filed by the Dreyfus High Yield
Strategies Fund (the "Registrant") pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended. The Registrant hereby
incorporates by reference into this Registration Statement the contents of
the Registrant's Registration Statement on Form N-2 and all amendments
thereto (File No. 333-48117) declared effective on April 23, 1998 by the
Securities and Exchange Commission (the "Commission") including each of
the documents filed by the Registrant with the Commission therein.
<PAGE>
Information................................. Not Applicable
14 Cover Page.................................. Not Applicable
15 Table of Contents........................... Not Applicable
16 General Information......................... Not Applicable
17 Investment Objectives and Policies.......... Outside Front Cover; Inside Front
Cover; Prospectus Summary;
Restrictions; Investment
Considerations and Risks
18 Management.................................. Trustees and Officers of the Fund
19. Control Persons and Principal Holders of
Securities.................................. Not Applicable
20 Investment and Advisory and Other Services.. Prospectus Summary; Investment
Advisor; Trustees and Officers of the
Fund; Management Contract;
Portfolio Transactions; Shareholder
Servicing Agent, Custodian and
Transfer and Dividend Paying Agent
21 Brokerage Allocation and Other Practices.... Portfolio Transactions
22 Tax Status.................................. Dividends and Distributions; Taxes;
Independent Auditor's Report
23 Financial Statements........................ Not Applicable
</TABLE>
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*Pursuant to General Instruction H of Form N-2, all information required to be
set forth in Part B: Statement of Additional Information has been included in
Part A: The Prospectus.
PART C
The information required to be included in Part C is set forth under
the appropriate item, so numbered, in Part C to this Registration Statement.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements:
The Selected Financial Information, Statement of Operations, Statement of
Changes in Net Assets, and Schedules II through VII, inclusive, are
omitted because the required information is included in the financial
statement included in Part A or Part B, or because the conditions
requiring their filing do not exist.
(2) Exhibits
(a) Declaration of Trust [previously filed]
(b) Bylaws [previously filed]
(c) Inapplicable
(d) (1) Form of Certificate Representing Shares of Beneficial
Interest (previously filed)
(2) Portions of Declaration of Trust Relating to Shareholders'
Rights [previously filed]
(3) Portions of Bylaws Relating to Shareholders' Rights
[previously filed]
(e) Form of Terms and Conditions of Dividend Reinvestment Plan
(previously filed)
(f) Inapplicable
(g) Form of Investment Management and Administration Agreement
(previously filed)
(h) (1) Form of Master Agreement Among Underwriters (previously filed)
(2) Form of Underwriting Agreement (previously filed)
(3) Form of Master Selected Dealers Agreement (previously filed)
(i) Inapplicable
(j) Form of Custodian Contract (previously filed)
(k) (1) Form of Shareholder Servicing Agreement (previously filed)
(2) Inapplicable
(l) Opinion and Consent of Counsel
(m) Inapplicable
(n) Consent of Independent Auditors (previously filed)
(o) Inapplicable
(p) Initial Capital Agreement (previously filed)
(q) Inapplicable
ITEM 25. MARKETING ARRANGEMENTS
Reference is made to the Form of Underwriting Agreement for Registrant's
shares of beneficial interest to be filed by amendment to this Registration
Statement.
<PAGE>
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission Fees........... $ 254,438
NASD Fees and Expenses............................ $ 39,500
New York Stock Exchange Listing Fee............... $ 270,000
Printing.......................................... $ 90,000
Accounting Fees and Expenses...................... $ 15,000
Legal Fees........................................ $ 95,000
Blue Sky Fees and Expenses........................ $ 2,000
Reimbursement of Underwriters' Expenses........... $ 250,000
Miscellaneous..................................... $ 22,962
==========
Total $1,039,000
==========
ITEM 27 PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None
ITEM 28 NUMBER OF RECORD HOLDERS OF SECURITIES
One
ITEM 29 INDEMNIFICATION
Article V of the Registrant's Declaration of Trust provides as follows:
Section 5.1. No Shareholder shall be subject to any personal
liability whatsoever to any Person in connection with Fund Property
or the acts, obligations or affairs of the Fund. The Trustees shall
have no power to bind any Shareholder personally or to call upon any
Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription to any Shares or
otherwise. Shareholder liability for the acts and obligations of the
Fund is hereby expressly disclaimed. Every note, bond, contract, or
other undertaking issued by or on behalf of the Fund or the Trustees
relating to the Fund shall include a notice and provision limiting
the obligation represented thereby to the Fund and its assets (but
the omission of such notice and provision shall not operate to
impose any liability or obligation on any Shareholder). No Trustee,
officer, employee or agent of the Fund shall be subject to any
personal liability whatsoever to any Person, in connection with the
Fund Property or the affairs of the Fund, save only that arising
from bad faith, willful misfeasance, gross negligence or reckless
disregard for his or her duty to such Person; and all such Persons
<PAGE>
shall look solely to the Fund Property for satisfaction of claims of
any nature arising in connection with the affairs of the Fund. If
any Shareholder, Trustee, officer, employee or agent, as such, of
the Fund is made a party to any suit or proceeding to enforce any
such liability, he or she shall not, on account thereof, be held to
any personal liability. The Fund shall indemnify and hold each
Shareholder harmless from and against all claims and liabilities, to
which such Shareholder may become subject by reason of his or her
being or having been a Shareholder, other than by reason of his or
her own wrongful act or omission, and shall reimburse such
Shareholder for all legal and other expenses reasonably incurred by
him or her in connection with any such claim or liability. The
rights accruing to a Shareholder under this Section 5.1 shall not
exclude any other right to which such Shareholder may be lawfully
entitled, nor shall anything herein contained restrict the right of
the Fund to indemnify or reimburse a Shareholder in any appropriate
situation even though not specifically provided herein.
Section 5.2. No Trustee, officer, employee or agent of the Fund
shall be liable to the Fund, its Shareholders, or to any
Shareholder, Trustee, officer, employee, or agent thereof for any
action or failure to act (including without limitation the failure
to compel in any way any former or acting Trustee to redress any
breach of trust) except for his or her own bad faith, willful
misfeasance, gross negligence or reckless disregard of his or her
duties.
Section 5.3. (a) The Trustee shall provide for indemnification by
the Fund of any person who is, or has been, a Trustee, officer,
employee or agent of the Fund against all liability and against all
expenses reasonably incurred or paid by him in connection with any
claim, action, suit or proceeding in which he becomes involved as a
party or otherwise by virtue of his being or having been a Trustee,
officer, employee or agent and against amounts paid or incurred by
him in the settlement thereof, in such manner as the Trustees may
provide from time to time in the by-laws. (b) The words "claim,"
"action," "suit," or "proceeding" shall apply to all claims,
actions, suits or proceedings (civil, criminal or other, including
appeals), actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorney's fees,
costs, judgments, amounts paid in settlement, fines, penalties and
other liabilities.
Insofar as indemnification for liability arising under the Securities Act
of 1933 ("1933 Act") may be permitted to trustees, officers and controlling
persons of the Fund, pursuant to the foregoing provisions, or otherwise, the
<PAGE>
Fund has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for a
trustee, officer or controlling person of the Fund in the successful defense of
any action, suit or proceeding or payment pursuant to any insurance policy) is
asserted against the Fund by such trustee, officer or controlling person in
connection with the securities being registered, the Fund will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
ITEM 30.....BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The directors and officers of the Registrant's investment adviser have been
engaged for the past two fiscal years in no business, vocation or employment of
a substantial nature other than as directors or officers of the investment
adviser or certain of it's corporate affiliates. The address of the investment
adviser is 200 Park Avenue, New York, New York 10166.
ITEM 31.....LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other documents of the Fund required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and rules promulgated
thereunder will be maintained at the office of the fund's custodian at One
Mellon Bank Center, Pittsburgh, Pennsylvania 15258, and the Fund's dividend
disbursing agent and registrar at P.O. Box 9671, Providence, Rhode Island,
09240-9671, except that the Fund's corporate records (its articles of
incorporation, by-laws, and minutes of the meetings of its Board of Directors
and shareholders) will be maintained at the offices of the Fund's investment
advisor at 200 Park Avenue, New York, New York 10166.
ITEM 32.....MANAGEMENT SERVICES
None
ITEM 33.....UNDERTAKINGS
(1) The Registrant undertakes to suspend offering of its shares until it
amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent
from its net asset value as of the effective date of the Registration
Statement or (2) the net asset value increases to an amount greater than
its net proceeds as stated in the prospectus.
(2) Inapplicable
(3) Inapplicable
(4) Inapplicable
(5) The undersigned registrant hereby undertakes that:
<PAGE>
(a) For the purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of a registration statement in reliance upon Rule 430A
and contained in the form of prospectus filed by the Registrant
pursuant to Rule 42(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of the registration statement as of the
time it was declared effective.
(b) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(6) Inapplicable
<PAGE>
NOTICE
A copy of the Declaration of Trust of Dreyfus High Yield Strategies Fund
is on file with the Secretary of State of the Commonwealth of
Massachusetts and notice is hereby given that this instrument is executed
on behalf of the Registrant by an officer of the Registrant as an officer
and not individually and that the obligations of or arising out of this
instrument are not binding upon any of the Trustees, officers or
shareholders individually, but are binding only upon the assets and
property of the Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on
behalf of the undersigned, thereto duly authorized, in the City of Boston, and
the Commonwealth of Massachusetts on the 24th day of April, 1998.
DREYFUS HIGH YIELD STRATEGIES FUND
By: /s/ Marie E. Connolly
--------------------------------------
Marie E. Connolly
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 24th day of April, 1998.
SIGNATURE TITLE
- --------- -----
/s/ Marie E. Connolly Principal Executive Officer,
- ----------------------------------- President and Treasurer
Marie E. Connolly
/s/ Joseph F. Tower, III Principal financial Officer,
- ----------------------------------- Vice President and Assistant Treasurer
Joseph F. Tower, III
/s/ Francis P. Brennan* Trustee,
- ----------------------------------- Chairman of the Board of Trustees
Francis P. Brennan
Trustee
- -----------------------------------
Ruth Marie Adams
/s/ Joseph S. DiMartino* Trustee
- -----------------------------------
Joseph S. DiMartino
<PAGE>
/s/ James M. Fitzgibbons* Trustee
- -----------------------------------
James M. Fitzgibbons
/s/ J. Tomlinson Fort* Trustee
- -----------------------------------
J. Tomlinson Fort
/s/ Arthur L. Goeschel* Trustee
- -----------------------------------
Arthur L. Goeschel
/s/ Kenneth A. Himmel* Trustee
- -----------------------------------
Kenneth A. Himmel
/s/ Arch S. Jeffrey* Trustee
- -----------------------------------
Arch S. Jeffrey
/s/ Stephen J. Lockwood* Trustee
- -----------------------------------
Stephen J. Lockwood
/s/ John J. Sciullo* Trustee
- -----------------------------------
John J. Sciullo
/s/ Roslyn M. Watson* Trustee
- -----------------------------------
Roslyn M. Watson
/s/ Benaree Pratt Wiley* Trustee
- -----------------------------------
Benaree Pratt Wiley
/s/ Michael S. Petrucelli
- ---------------------------------------------
* By Michael S. Petrucelli, Attorney-in-Fact
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
April 24, 1998
Dreyfus High Yield Strategies Fund
200 Park Avenue
New York, New York 10166
Dear Sirs:
This opinion is furnished in connection with the registration by Dreyfus
High Yield Strategies Fund, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Fund"), of 61,352,500 shares of common
stock, par value $.001 per share (the "Shares"), under the Securities Act of
1933, as amended, pursuant to a registration statement on Form N-2 (File No.
333-48117), as amended (the "Registration Statement"), in the amounts set forth
under "Amount Being Registered" on the facing page of the Registration
Statement.
As counsel for the Fund, we are familiar with the proceedings taken by it
in connection with the authorization, issuance and sale of the Shares. In
addition, we have examined and are familiar with the Declaration of Trust, as
amended, of the Fund, the By-Laws of the Fund, and such other documents as we
have deemed relevant to the matters referred to in this opinion.
Based upon the foregoing, we are of the opinion that the Shares, upon
issuance and sale in the manner referred to in the Registration Statement, will
be legally issued, fully paid and non-assessable shares of common stock of the
Fund.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus constituting
a part thereof.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
