-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NzY7Bm5N5kT+/juDuYiTzCaH+JyweowZ3EheihTGADyQJCvM4m7r9j79AsP/6bH6 UJleBYdk7DXqjjaOZMHO5A== 0000898432-98-000371.txt : 19980427 0000898432-98-000371.hdr.sgml : 19980427 ACCESSION NUMBER: 0000898432-98-000371 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980424 EFFECTIVENESS DATE: 19980424 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREYFUS HIGH YIELD STRATEGIES FUND CENTRAL INDEX KEY: 0001057861 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS462B SEC ACT: SEC FILE NUMBER: 333-48117 FILM NUMBER: 98600422 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2129226789 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 POS462B 1 Securities Act File No. 333-48117 Investment Company File No. 811-08703 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- 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) --------------- 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 --------------- 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) --------------- 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 --------------- Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective. --------------- /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.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 ======================================================================================================= 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. =======================================================================================================
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*
Item No. Registration Statement Caption Location in Prospectus - -------- ------------------------------ ---------------------- 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. 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
- ---------------- *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. 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. 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 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 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: (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 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. 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 /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 EX-99.2L 2 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 -----END PRIVACY-ENHANCED MESSAGE-----