SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant /*/
Filed by a party other than the registrant / /
Check the appropriate box:
/*/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Dreyfus Yield Strategies Fund
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(Name of Registrant as Specified in Its Charter)
Dreyfus Yield Strategies Fund
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
Notes:
PRELIMINARY COPY
DREYFUS HIGH YIELD STRATEGIES FUND
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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To the Shareholders of:
DREYFUS HIGH YIELD STRATEGIES FUND
The Annual Meeting of Shareholders of Dreyfus High Yield Strategies Fund
(the "Fund" ) will be held at the offices of The Dreyfus Corporation, 200 Park
Avenue, 7th Floor, New York, New York, on Friday, July 23, 1999 at 10:00 a.m.,
for the following purposes:
1. To elect three Class I Trustees to serve for a one year term, three
Class II Trustees to serve for a two year term and three Class III Trustees to
serve for a three year term, and, in each case, until their successors are duly
elected and qualified;
2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors
of the Fund; and
3. 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, 1999 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board
Stephanie D. Pierce
Assistant Secretary
New York, New York
____________, 1999
WE NEED YOUR PROXY VOTE IMMEDIATELY
A SHAREHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW,
THE ANNUAL MEETING OF SHAREHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED
WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT
EVENT, THE FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A
QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE
MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND
ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
<PAGE>
DREYFUS HIGH YIELD STRATEGIES FUND
PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, JULY 23, 1999
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of Trustees of Dreyfus High Yield Strategies Fund (the
"Fund") to be used at the Annual Meeting of Shareholders of the Fund, to be held
on Friday, July 23, 1999 at 10:00 a.m., and at any adjournments thereof, at the
offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New
York, for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. Shareholders of record at the close of business on June 1, 1999
are entitled to be present and to vote at the meeting. Each share of beneficial
interest of the Fund is entitled to one vote. Shares represented by executed and
unrevoked proxies will be voted in accordance with the specifications made
thereon. If the enclosed form of proxy is executed and returned, it nevertheless
may be revoked by another proxy or by letter or telegram directed to the Fund,
which must indicate the shareholder's name. To be effective, such revocation
must be received prior to the meeting. In addition, any shareholder who attends
the meeting in person may vote by ballot at the meeting, thereby canceling any
proxy previously given. There were _______ shares of beneficial interest of the
Fund outstanding as of __________, 1999. [To the Fund' s knowledge, no
shareholder beneficially owned 5% or more of its outstanding shares on that
date.]
Proxy materials will be mailed to shareholders of record on or about
_________, 1999. Copies of the Fund's current Annual Report have been mailed to
its shareholders. The principal executive offices of the Fund are located at 200
Park Avenue, New York, New York 10166.
PROPOSAL 1. ELECTION OF TRUSTEES
It is proposed that nine (9) Trustees be elected. The Board of Trustees of
the Fund is divided into three classes with the terms of each of the first,
second and third class expiring at the annual meeting of shareholders of the
Fund in the year indicated in the table below. The individual nominees (the
" Nominees" ) proposed for election are listed below and each has consented to
being named in this proxy statement and has agreed to serve as a Trustee if
elected. Biographical information about each Nominee is set forth below.
<PAGE>
<TABLE>
<CAPTION>
NAME OF NOMINEE, PRINCIPAL, YEAR
OCCUPATION AND BUSINESS EXPERIENCE TRUSTEE TERM
FOR PAST FIVE YEARS AGE SINCE EXPIRES
CLASS I:
<S> <C> <C> <C>
KENNETH A. HIMMEL 52 1998 2000
Trustee of the Fund; President & CEO, The Palladium Company; President &
CEO, Himmel and Company, Inc.; CEO, American Food Management; former Director,
The Boston Company, Inc. (" TBC" ), an affiliate of Dreyfus, and Boston Safe
Deposit and Trust Company. Address: 625 Madison Avenue, New York, New York
10022.
STEPHEN J. LOCKWOOD 52 1998 2000
Trustee of the Fund; Chairman and CEO LDG Reinsurance Corporation, Vice
Chairman, HCCH. Address: 401 Edgewater Place, Wakefield, Massachusetts 01880
BENAREE PRATT WILEY 52 1998 2000
Trustee of the Fund; President and CEO of The Partnership, an organization
dedicated to increasing the representation of African Americans in positions of
leadership, influence and decision-making in Boston, MA; Trustee, Boston
College; Trustee, WGBH Educational Foundation; Trustee, Children's Hospital;
Director, The Greater Boston Chamber of Commerce; Director, The First Albany
Companies, Inc.; from April 1995 to March 1998, Director, TBC. Address: 334
Boylston Street, Suite 400, Boston, Massachusetts 02146.
CLASS II:
JAMES M. FITZGIBBONS 64 1998 2001
Trustee of the Fund; Director, Lumber Mutual Insurance Company; Director,
Barrett Resources, Inc.; Chairman of the Board, Davidson Cotton Company.
Address: 40 Norfolk Road, Brookline, Massachusetts 02167.
JOHN J. SCIULLO 67 1998 2001
Trustee of the Fund; Dean Emeritus and Professor of Law, Duquesne University
Law School; Director, Urban Redevelopment Authority of Pittsburgh; Member of
Advisory Committee, Decedents Estates Laws of Pennsylvania. Address: 321 Gross
Street, Pittsburgh, Pennsylvania 15224.
<PAGE 2>
NAME OF NOMINEE, PRINCIPAL, YEAR
OCCUPATION AND BUSINESS EXPERIENCE TRUSTEE TERM
FOR PAST FIVE YEARS AGE SINCE EXPIRES
CLASS II CONTINUED
ROSLYN M. WATSON 49 1998 2001
Trustee of the Fund; Principal, Watson Ventures, Inc.; Director, American
Express Centurion Bank; Director, Harvard/Pilgrim Community Health Plan, Inc.;
Director, Massachusetts Electric Company; Director, the Hyams Foundation, Inc.
Address: 25 Braddock Park, Boston, Massachusetts 02116-5816.
CLASS III:
JOSEPH S. DIMARTINO 55 1998 2002
Chairman of the Board and Trustee of the Company. Since January 1995, Mr.
DiMartino has served as Chairman of the Board for various funds in the Dreyfus
Family of Funds. He is also a Director of The Noel Group, Inc., a venture
capital company (for which from February 1995 until November 1997, he was
Chairman of the Board); The Muscular Dystrophy Association; HealthPlan Services
Corporation, a provider of marketing, administrative and risk management
services to health and other benefit programs; Carlyle Industries, Inc.
(formerly Belding Heminway Company, Inc.), a button packager and distributor;
Century Business Services, Inc. (formerly, International Alliance Services,
Inc.) , a provider of various outservicing functions for small and medium sized
companies; and Career Blazers, Inc. (formerly Staffing Resources) a temporary
placement agency. Mr. DiMartino is a Board member of 187 portfolios in the
Dreyfus Family of Funds. For more than five years prior to January 1995, he was
President, a director and, until August 24, 1994, Chief Operating Officer of
Dreyfus and Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus. From August 1994 to December
31, 1994, he was a director of Mellon Bank Corporation. Address: 200 Park
Avenue, New York, New York 10166.
*J. TOMLINSON FORT 70 1998 2002
Trustee of the Fund; of Counsel, Reed, Smith, Shaw & McClay (law firm).
Address: 204 Woodcock Drive, Pittsburgh, Pennsylvania 15215.
ARTHUR L. GOESCHEL 77 1998 2002
</TABLE>
Trustee of the Fund; Director, Calgon Carbon Corporation; Director, Cerex
Corporation; former Chairman of the Board and Director, Rexene Corporation.
Address: Way Hollow Road and Woodland Road, Sewickley, Pennsylvania 15143
- ----------------------------
* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "Act")
<PAGE 3>
The persons named in the accompanying form of proxy intend to vote each such
proxy for the election of the Nominees, unless shareholders specifically
indicate on their proxies the desire to withhold authority to vote for elections
to office. It is not contemplated that any Nominee will be unable to serve as a
Board member for any reason, but if that should occur prior to the meeting, the
proxyholders reserve the right to substitute another person or persons of their
choice as nominee or nominees.
The Fund has an audit committee comprised of all of its Trustees of the
Fund, the function of which is to routinely review financial statements and
other audit-related matters as they arise throughout the year. The Fund also has
a nominating committee comprised of its Trustees, the function of which is, from
time to time, to nominate persons to be considered by the Board for Board member
positions. The Fund does not have a standing compensation committee or any
committee performing similar functions.
[For the fiscal year ended March 31, 1999, the Fund held ___ Board and/or
Committee meetings and each Trustee attended at least 75% of the meetings.]
Certain information concerning each Fund's officers is also set forth in Exhibit
A.
Effective July 1, 1998 each Trustee who is not an "interested person" of the
Fund as defined in the Act receives $5,000 per year plus $1,000 for each Board
meeting attended and, $2,000 for separate committee meetings attended which are
not held in conjunction with a regularly scheduled Board meeting. In the event
that there is a joint committee meeting of the Dreyfus/Laurel Funds, Inc., The
Dreyfus/Laurel Tax-Free Municipal Funds, 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. Each Trustee who is not
an interested person also receives $500 for Board meetings and separate
committee meetings attended that are conducted by telephone. The Fund also
reimburses each Trustee who is not an "interested person" of the Fund for travel
and out-of-pocket expenses. The Chairman of the Board receives an additional 25%
of such compensation (with the exception of reimbursable amounts). Prior to July
1, 1998, each Trustees received $1,500 per year, $250 for each Board meeting
attended and was reimbursed for travel and out-of-pocket expenses.
[The Fund does not pay any other remuneration to its officers and Board
members, and the Fund does not have a bonus, pension, profit-sharing or
retirement plan.] The Fund has adopted a Director Emeritus Program whereby a
Trustee (" Director" ) who has served on a Dreyfus-managed fund board (or its
predecessor) for a minimum of 10 years and who has reached age 72 is entitled to
elect Emeritus status for each of the fund Boards on which he or she then
serves. Also, upon reaching age 80 Emeritus status would be mandatory. The
10-year prerequisite for service as a fund Director is waived for a Director who
reaches age 80 but has not served as a Director for 10 years. Directors Emeritus
are entitled to serve in such position for a maximum of 10 years and are paid
50% of the annual retainer fee and 50% of any meeting fees otherwise applicable
to the Director, together with reasonable out-of-pocket expenses for each
meeting attended, but no payments will be made under the Program if the
Dreyfus/Laurel Funds aggregate net assets are below $100 million at the end of a
calendar quarter. Finally, a Director Emeritus is relieved of the formal
responsibilities and the potential liability that being a Director ordinarily
entails. Ruth Marie Adams, Francis P. Brennan and Arch S. Jeffrey currently are
Directors Emeritus.
The aggregate amount of compensation paid to each Nominee by the Fund for
the fiscal year ended March 31, 1999, and by all funds in the Dreyfus Family of
Funds for which such Nominee was a Board member (the number of which is set
forth in parenthesis next to each Nominee's total compensation)* for the year
ended December 31, 1998, was as follows:
<PAGE 4>
TOTAL
COMPENSATION
FROM FUND AND
AGGREGATE FUND COMPLEX
COMPENSATION PAID TO
NAME OF NOMINEE FROM THE FUND** DIRECTOR
Joseph S. DiMartino $________ $_______(187)
James M. Fitzgibbons $________ $_______(31)
J. Tomlinson Fort $________ $_______(31)
Arthur L. Goeschel $________ $_______(31)
Kenneth A. Himmel $________ $_______(31)
Stephen J. Lockwood $________ $_______(31)
John J. Sciullo $________ $_______(31)
Roslyn M. Watson $________ $_______(31)
Benaree Pratt Wiley $________ $_______(31)
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* Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Fund, for which the Nominee serves
as a Board Member.
** Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $____ for all Directors as a group.
PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that the Fund's independent auditors be selected by a
majority of those Trustees who are not "interested persons" (as defined in the
1940 Act) of the Fund; and that such selection be submitted for ratification or
rejection at the Annual Meeting of Shareholders; and that the employment of such
independent auditors be conditioned upon the right of the Fund, by vote of a
majority of its outstanding securities at any meeting called for that purpose,
to terminate such employment forthwith without penalty. The Fund's Board,
including a majority of those Trustees who are not "interested persons" of the
Fund, approved the selection of KPMG Peat Marwick LLP for the fiscal year ending
March 31, 2000 at a Board meeting held on April 23, 1999. Accordingly, the
selection by each Fund's Board of KPMG Peat Marwick LLP as independent auditors
of the Fund for the fiscal year ending March 31, 2000 is submitted to
shareholders for ratification. Apart from its fees received as independent
auditors, neither KPMG Peat Marwick LLP nor any of its partners has a direct, or
material indirect, financial interest in the Fund or Dreyfus.
KPMG Peat Marwick LLP, a major international accounting firm, has acted as
auditors of the Fund since the Fund's organization. The Fund's Board believes
that the continued employment of the services of KPMG Peat Marwick LLP for the
fiscal year ending March 31, 2000 is in the best interests of the Fund.
A representative of KPMG Peat Marwick 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.
THE FUND'S BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF KPMG
PEAT MARWICK LLP AS INDEPENDENT AUDITORS OF THE FUND.
OTHER MATTERS
If a proxy is properly executed and returned accompanied by instructions to
withhold authority to vote, represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
of the Fund on a particular matter with respect to which the broker or nominee
does not have discretionary power) or marked with an abstention (collectively,
" abstentions" ), the Fund's shares represented thereby will be considered to be
present at the meeting for purposes of determining the existence of quorum for
the transaction of business. Under Massachusetts law, abstentions do not
constitute a vote "for" or "against" a matter and will be disregarded in
determining "votes cast" on an issue.
<PAGE 5>
The Fund's Board is not aware of any other matter which may come before the
meeting. However, should an such matter with respect to the Fund properly come
before the meeting, it is the intention of the persons named in the accompanying
form of proxy to vote the proxy in accordance with their judgment on such
matter.
The Fund will bear the cost of soliciting proxies. In addition to the use of
the mail, proxies may be solicited personally, by telephone, or by telegraph, or
by e-mail and the Fund may pay persons holdings shares of the Fund in their
names or those of their nominees for their expenses in sending soliciting
materials to their principals.
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 ______________, at the principal executive offices of
the Fund at 200 Park Avenue, New York, New York 10166, Attention: General
Counsel.
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the
Fund' s investment adviser. Diane P. Durnin was elected Vice President - Product
Development of Dreyfus as of March 1, 1999. Martin G. McGuinn became a director
of Dreyfus as of January 1, 1999. Theodore A. Schachar was elected Vice
President-Tax of Dreyfus as of October 28, 1998. William H. Maresca was elected
Controller of Dreyfus as of September 10, 1998. Richard Terres was elected Vice
President of Dreyfus as of September 1, 1998. Wendy Strutt was elected Vice
President of Dreyfus as of September 1, 1998. Margaret W. Chambers was elected
Vice President and Secretary of the Fund as of June 15, 1998. Stephanie D.
Pierce was elected Vice President and Assistant Treasurer of the Fund as of June
15, 1998. George A.Rio was elected Vice President and Assistant Treasurer of the
Fund as of June 15, 1998. None of the above had any ownership of, or engaged in
any transaction with respect to, the Fund's shares at the time they assumed
their positions. Each of the above filed a Form 3 pursuant to Section 16(a) of
the Securities Exchange Act of 1934. Ms. Durnin filed a Form 3 on March 17,
1999. Mr. McGuinn filed a Form 3 on January 11, 1998. Mr. Schachar filed a Form
3 on November 13, 1998. Messrs Maresca and Terres and Ms. Strutt filed a Form 3
on September 22, 1998. Ms. Chambers and Ms. Pierce and Mr. Rio filed a Form 3 on
July 22, 1998.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, in care of Chase Mellon Shareholder Services,
L.L.C., 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: ____________, 1999
<PAGE 6>
EXHIBIT A
<TABLE>
<CAPTION>
The following sets forth information relevant to the executive officers of
the Fund.
<S> <C> <C>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUND AGE EXPERIENCE FOR PAST FIVE YEARS
MARIE E. CONNOLLY
President and Treasurer 41 President, Chief Executive Officer, Chief
Compliance Officer and a director of Premier
Mutual Fund Services, Inc. ("Premier"), and Funds
Distributor, Inc., the ultimate parent of
which is Boston Institutional Group, Inc., and
an officer of other investment companies advised or
administered by Dreyfus.
MARGARET W. CHAMBERS
Vice President and Secretary 38 Senior Vice President and General Counsel
of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by
Dreyfus. From August 1996 to March 1998, she was
Vice President and Assistant General Counsel for
Loomis, Sayles & Company, L.P. From January 1986 to
July 1996, she was an associate with the law firm of
Ropes & Gray.
STEPHANIE D. PIERCE
Vice President, Assistant Secretary 30 Vice President and Client Development
and Assistant TreasurerManager of Funds Distributor,
Inc., and an officer of other investment companies
advised or administered by Dreyfus. From April 1997
to March 1998, she was employed as a Relationship
Manager with Citibank, N.A. From August 1995 to April 1997,
she was an Assistant Vice President with Hudson Valley Bank,
and from September 1990 to August 1995, she was Second Vice
President with Chase Manhattan Bank.
MARY A. NELSON
Vice President and Assistant Treasurer 34 Vice President of Premier Mutual Fund Services, Inc.
and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by Dreyfus.
From September 1989 to July 1994, she was an Assistant Vice
President and Client Manager for The Boston Company, Inc.
<PAGE A-1>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUND AGE EXPERIENCE FOR PAST FIVE YEARS
GEORGE A. RIO
Vice President and Assistant Treasurer 43 Executive Vice President and Client Service Director
of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by Dreyfus. From
June 1995 to March 1998, he was Senior Vice President and
Senior Key Account Manager for Putnam Mutual Funds. From May
1994 to June 1995, he was Director of Business Development
for First Data Corporation.
JOSEPH F. TOWER, III
Vice President and Assistant Treasurer 36 Senior Vice President, Treasurer, Chief Financial Officer
and a director of Premier and Funds Distributor, Inc., and
an officer of other investment companies advised or administered
by Dreyfus. From July 1988 to August 1994, he was employed by The
Boston Company, Inc. where he held various management positions in the
Corporate
Finance and Treasury areas.
DOUGLAS C. CONROY
Vice President and Assistant Secretary 30 Assistant Vice President of Funds Distributor, Inc., and an officer
of other investment companies advised or administered by Dreyfus. From
April 1993 to January 1995, he was a Senior Fund Accountant for Investors
Bank & Trust Company.
KATHLEEN K. MORRISSEY
Vice President and Assistant Secretary 26 Vice President and Assistant Secretary of Funds Distributor, Inc.,
and an officer of other investment companies advised or administered
by Dreyfus. From July 1994 to November 1995, she was a Fund
Accountant for Investors Bank & Trust Company.
<PAGE A-2>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUND AGE EXPERIENCE FOR PAST FIVE YEARS
CHRISTOPHER J. KELLEY
Vice President and Assistant Secretary 34 Vice President and Senior Associate General Counsel of Premier and
Funds Distributor, Inc., and an officer of other investment companies
advised or administered by Dreyfus. From April 1994 to July 1996, he was
Assistant Counsel at Forum Financial Group.
ELBA VASQUEZ
Vice President and Assistant Secretary 37 Assistant Vice President of Funds Distributor, Inc., and an officer of
other investment companies advised or administered by Dreyfus. From March
1990 to May 1996, she was employed by U.S. Trust Company of New York where
she held various sales and marketing positions.
The address of each officer of the Fund is 200 Park Avenue, New York, New York 10166.
</TABLE>
<PAGE A-3>
<PAGE>
DREYFUS HIGH YIELD STRATEGIES FUND
PROXY
ANNUAL MEETING OF SHAREHOLDERS - JULY 23, 1999
The undersigned stockholder of Dreyfus High Yield Strategies Fund (the "Fund")
hereby appoints Robert R. Mullery and Michael A. Rosenberg and each of them, the
attorneys and proxies of the undersigned, with full power of substitution, to
vote, as indicated herein, all of the shares of beneficial interest (the
" shares" ) of the Fund standing in the name of the undersigned at the close of
business on June 1, 1999 at the Annual Meeting of Shareholders of the Fund to be
held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New
York, New York, at 10: 00 on July 23, 1999, and at any and all adjournments
thereof, with all the powers the undersigned would possess if then and there
personally present and especially (but without limiting the general
authorization and power hereby given) to vote as indicated on the proposals, as
more fully described in the Proxy Statement for the meeting.
(PLEASE FILL IN BOTH SIDES OF THIS CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.)
S FOLD AND DETACH HERE S
PLEASE MARK BOXES IN BLUE OR BLACK INK.
Please mark
your votes as indicated in
this example
X
1. Election of Trustees.
FOR All
Nominees _________
WITHHOLD authority only for the Nominee(s)
whose name(s) I have written to the
right _________
WITHHOLD
authority for
ALL Nominees ___________
Nominees for Trustee are: Class I - Kenneth A. Himmel, Stephen J. Lockwood,
Benaree Pratt Wiley Class II -James M. Fitzgibbons, John J. Sciullo, Roslyn M.
Watson
Class III - Joseph S. DiMartino, J. Tomlinson Fort, Arthur L. Goeschel
2.To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Fund.
3.In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment or
adjournments thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED FOR ELECTION
OF THE PROPOSED TRUSTEES AND FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED
Signature(s) should be exactly as name or names appearing on this proxy. If
shares are held jointly, each holder should sign. If signing is by attorney,
executor, administrator, trustee or guardian, please give full title.
Dated: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , 1999
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signature(s)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signature(s)
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
S FOLD AND DETACH HERE S
<PAGE>
DREYFUS HIGH YIELD STRATEGIES FUND
IMPORTANT
No matter how many shares you own, please sign, date and mail your proxy
IMMEDIATELY.
To hold the meeting, a majority of the shares eligible to vote is required by
law to be represented. Therefore, it is important that you vote NOW so that your
Fund will not have to bear the unnecessary expense of another solicitation of
proxies.
Aprxb3
