New York, New York 10104
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Neuberger Berman
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Annual ReportOctober 31, 2017 |
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Contents |
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| PRESIDENT’S LETTER | 1 | |||||
| PORTFOLIO COMMENTARY | 2 | |||||
| SCHEDULES OF INVESTMENTS | 6 | |||||
| FINANCIAL STATEMENTS | 21 | |||||
| FINANCIAL HIGHLIGHTS/PER SHARE DATA | 34 | |||||
| Report of Independent Registered Public Accounting Firm | 37 | |||||
| Distribution Reinvestment Plan | 38 | |||||
| Directory | 41 | |||||
| Directors and Officers | 42 | |||||
| Proxy Voting Policies and Procedures | 51 | |||||
| Quarterly Portfolio Schedule | 51 | |||||
| Notice to Stockholders | 52 | |||||
| Report of Votes of Stockholders | 53 | |||||
| Board Consideration of the Management Agreement | 54 | |||||
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The “Neuberger Berman” name and logo and “Neuberger Berman Investment Advisers LLC” name are registered service marks of Neuberger Berman Group LLC. The individual Fund name in this piece is either a service mark or registered service mark of Neuberger Berman Investment Advisers LLC. © 2017 Neuberger Berman Investment Advisers LLC. All rights reserved. |
| President’s Letter |
Dear Stockholder,
I am pleased to present the annual report for Neuberger Berman High Yield Strategies Fund Inc. (the “Fund”) for the 12 months ended October 31, 2017. The report includes a portfolio commentary as well as an audited listing of the Fund’s investments and financial statements for the reporting period.
The Fund seeks high total return (income plus capital appreciation). To pursue that objective, we have assembled a portfolio that consists primarily of high yield debt securities.
On March 31, 2017, the Fund announced a decrease in its monthly distribution rate to $0.0725 per share of common stock from the prior monthly distribution rate of $0.08 per share. The Fund’s decrease in distribution rate was the result of numerous factors, including the decline in the absolute level of yields available in the high yield market, the degree of credit spread tightening that had occurred in the high yield market, the increase in the Fund’s cost of leverage and the resultant overall reduction in the level of income generated by the Fund relative to its then current distribution amount.
Thank you for your confidence in the Fund. We will do our best to continue earning your trust in the years to come.
Sincerely,
Robert Conti
President and CEO
Neuberger Berman High Yield Strategies Fund Inc.
1
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Neuberger Berman High Yield Strategies Fund Inc.
Portfolio Commentary (Unaudited) |
Neuberger Berman High Yield Strategies Fund Inc. generated a 10.41% total return on a net asset value (NAV) basis for the 12 months ended October 31, 2017 and outperformed its benchmark, the ICE BofAML U.S. High Yield Constrained Index (the benchmark index), which provided a 9.14% return for the same period. (Fund performance on a market price basis is provided in the table immediately following this commentary.) The use of leverage (typically a performance enhancer in up markets and a detractor during market retreats) contributed to performance.
The overall high yield market, as measured by the benchmark index, generated strong results during the reporting period. After a weak start in November 2016, the high yield market rallied over nine of the last 11 months of the period. This was driven by a number of factors, including overall strong corporate earnings, low defaults, improving global growth and rising oil prices. Against this backdrop, investor demand was generally robust as investors looked to generate incremental yield in the low interest rate environment. Within the benchmark index, securities rated CCC and lower (relatively lower ratings) and securities rated BB (a higher rating) returned 13.72% and 7.78%, respectively.*
From a sector perspective, security selection within utilities and gaming, along with an underweight to super retail (non-food & drug retailers), were the largest contributors to performance. In contrast, security selection within energy, support services, and diversified financial services detracted the most from performance for the reporting period.
In terms of the Fund’s quality biases, security selection within BB and CCC rated securities was negative for performance, as was the Fund’s underweight to CCC rated securities.
We made several adjustments to the portfolio during the reporting period. The Fund’s allocation to BBB and BB rated securities was reduced. We also increased the Fund’s allocation to B rated bonds by approximately 6%. From a sector perspective, the Fund increased its allocation to diversified financial services securities, while reducing its banking, insurance, health care and gas distribution exposure.
The Fund’s use of swap contracts contributed positively to performance during the reporting period.
As was widely anticipated, the U.S. Federal Reserve (the Fed) raised interest rates again following its mid-December meeting, which was the third hike of 2017. All in all, we believe the Fed’s measured approach to policy normalization represents a constructive scenario for high yield bonds, which historically have performed well during rising interest rate environments. We continue to believe that the high yield market is compensating investors for default risk. We anticipate high yield defaults will remain below historical averages for the remainder of 2017 and 2018 if the U.S. economic expansion continues. While volatility has failed to emerge in the non-investment grade space, as it has in most risk markets, the potential remains for a spike in volatility over the balance of the year given ongoing policy uncertainty in the U.S., various geopolitical flashpoints and the possibility that the improvement in global economic growth could wane. We don’t believe lower-quality high yield securities at current levels are compensating investors for these risks.
Sincerely,
Thomas P. O’Reilly, Russ Covode, Daniel Doyle And Patrick Flynn
Portfolio Co-Managers
| * |
The performance of certain rated bonds within the benchmark, as noted above, represent issues that are rated Ba1/BB+ through Ba3/BB- and CCC+/Caa1 or lower, based on an average of Moody’s, S&P and Fitch, as calculated by ICE BofAML. |
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The portfolio composition, industries and holdings of the Fund are subject to change without notice. |
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The opinions expressed are those of the Fund’s portfolio managers. The opinions are as of the date of this report and are subject to change without notice. |
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The value of securities owned by the Fund, as well as the market value of shares of the Fund’s common stock, may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional, national or global political, social or economic instability; regulatory or legislative developments; price, currency and interest rate fluctuations, including those resulting from changes in central bank policies; and changes in investor sentiment. |
2
| TICKER SYMBOL | |
| High Yield Strategies Fund | NHS |
| PORTFOLIO BY MATURITY DISTRIBUTION | ||
| (as a % of Total Investments*) | ||
| Less than One Year | 1.7 | % |
| One to less than Five Years | 31.6 | |
| Five to less than Ten Years | 58.9 | |
| Ten Years or Greater | 7.8 | |
| Total | 100.0 | % |
| * |
Does not include Short-Term Investments or the impact of the Fund’s open positions in derivatives, if any. |
| PERFORMANCE HIGHLIGHTS 1 | ||||||||||
| Average Annual Total Return | ||||||||||
| Inception | Ended 10/31/2017 | |||||||||
| Date | 1 Year | 5 Years | 10 Years | Life of Fund | ||||||
| At NAV 2 | 07/28/2003 | 10.41% | 7.58% | 9.64% | 9.96% | |||||
| At Market Price 3 | 07/28/2003 | 12.70% | 5.19% | 9.51% | 8.82% | |||||
| Index | ||||||||||
| ICE BofAML U.S. High Yield | ||||||||||
| Constrained Index ^4 | 9.14% | 6.30% | 7.78% | 8.06% | ||||||
^ Effective October 20, 2017, the BofA Merrill Lynch U.S. High Yield Master II Constrained Index changed its name to the ICE BofAML U.S. High Yield Constrained Index.
Closed-end funds, unlike open-end funds, are not continually offered. Generally, there is an initial public offering and, once issued, shares of common stock of closed-end funds are sold in the secondary market on a stock exchange.
The performance data quoted represent past performance and do not indicate future results. Current performance may be lower or higher than the performance data quoted. For more current performance data, please visit www.nb.com/cef-performance.
T he results shown in the table reflect the reinvestment of income dividends and other distributions, if any. The results do not reflect the effect of taxes a stockholder would pay on Fund distributions or on the sale of shares of the Fund’s common stock.
The investment return and market price will fluctuate and shares of the Fund’s common stock may trade at prices above or below NAV. Shares of the Fund’s common stock, when sold, may be worth more or less than their original cost.
| Endnotes |
| 1 |
The performance information for periods prior to August 6, 2010 is that of Neuberger Berman High Yield Strategies Fund, a predecessor to the Fund. |
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| 2 |
Returns based on the NAV of the Fund. |
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| 3 |
Returns based on the market price of shares of the Fund’s common stock on the NYSE American. |
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| 4 |
Please see “Description of Index” on page 5 for a description of the index. |
For more complete information on Neuberger Berman High Yield Strategies Fund Inc., call Neuberger Berman Investment Advisers LLC at (800) 877-9700, or visit our website at www.nb.com.
4
| Description of Index |
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ICE BofAML U.S. High Yield
Constrained Index: |
The index tracks the performance of U.S. dollar-denominated, below investment grade corporate debt publicly issued in the U.S. domestic market. In addition to meeting other criteria, qualifying securities must have a below investment grade rating (based on an average of Moody’s, S&P and Fitch ratings) and have risk exposure to countries that are members of the FX-G10, Western Europe or territories of the U.S. and Western Europe. Securities in legal default are excluded from the index. Index constituents are capitalization-weighted, provided the total allocation to an individual issuer does not exceed 2%. |
Please note that the index does not take into account any fees and expenses or any tax consequences of investing in the individual securities that it tracks and that individuals cannot invest directly in any index. Data about the performance of this index are prepared or obtained by Management and include reinvestment of all income dividends and other distributions, if any. The Fund may invest in securities not included in the above described index and generally does not invest in all securities included in the index.
5
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Schedule of Investments High Yield Strategies Fund Inc.
October 31, 2017 |
| PRINCIPAL AMOUNT | VALUE |
| See Notes to Financial Statements | 6 |
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Schedule of Investments High Yield Strategies Fund Inc.
(cont’d) |
| PRINCIPAL AMOUNT | VALUE |
| Leisure Goods - Activities - Movies 0.4% | |||||||
| $ | 487,455 | Match Group Inc., First Lien Term Loan B, 3 month USD LIBOR + 2.50%, (3.81%), | |||||
| due 11/16/22 | $ | 492,939 | (b) | ||||
| 492,525 | Seaworld, First Lien Term Loan B5, 3 month USD LIBOR + 3.00%, (4.33%), due 3/31/24 | 483,290 | |||||
| 976,229 | |||||||
| Lodging & Casinos 1.7% | |||||||
| 2,540,000 | Cowlitz Tribal Gaming, First Lien Term Loan B, 3 month USD LIBOR + 10.50%, (11.74%), | ||||||
| due 12/6/21 | 2,844,800 | (b)(c) | |||||
| 643,636 | Extended Stay, First Lien Term Loan B, 3 month USD LIBOR + 2.50%, (3.74%), due 8/30/23 | 647,299 | |||||
| 870,227 | Hilton Worldwide, First Lien Term Loan B2, 3 month USD LIBOR + 2.00%, (3.23%), | ||||||
| due 10/25/23 | 875,665 | ||||||
| 4,367,764 | |||||||
| Publishing 0.2% | |||||||
| 537,904 | Harland Clark Holdings Corp., First Lien Term Loan B6, 3 month USD LIBOR + 5.50%, (6.83%), | ||||||
| due 2/9/22 | 537,807 | ||||||
| Radio & Television 0.5% | |||||||
| 328,694 | Sinclair Broadcasting, First Lien Term Loan B2, 3 month USD LIBOR + 2.25%, (3.50%), | ||||||
| due 1/3/24 | 329,434 | ||||||
| 987,111 | Univision Communications Inc., First Lien Term Loan C5, 3 month USD LIBOR + 2.75%, (3.99%), | ||||||
| due 3/15/24 | 983,409 | ||||||
| 1,312,843 | |||||||
| Retailers (except food & drug) 0.4% | |||||||
| 440,000 | Bass Pro Shops, First Lien Term Loan B, 3 month USD LIBOR + 5.00%, (6.24%), due 9/25/24 | 426,893 | |||||
| 726,350 | BJS Wholesale Club Inc., First Lien Term Loan B, 3 month USD LIBOR + 3.75%, (4.99%), | ||||||
| due 1/27/24 | 707,283 | ||||||
| 1,134,176 | |||||||
| Utilities 0.4% | |||||||
| 792,371 | Calpine Corp., First Lien Term Loan B6, 3 month USD LIBOR + 2.75%, (4.09%), due 1/15/23 | 795,937 | |||||
| 277,962 | Texas Competitive, First Lien Term Loan B2, 3 month USD LIBOR + 3.25%, (4.01%), | ||||||
| due 12/14/23 | 279,891 | ||||||
| 1,075,828 | |||||||
| Total Loan Assignments (Cost $23,656,934) | 23,756,331 | ||||||
| Corporate Bonds 134.0% | |||||||
| Advertising 2.1% | |||||||
| Lamar Media Corp. | |||||||
| 160,000 | 5.00%, due 5/1/23 | 165,219 | |||||
| 360,000 | 5.75%, due 2/1/26 | 388,350 | |||||
| 1,475,000 | MDC Partners, Inc., 6.50%, due 5/1/24 | 1,504,500 | (d) | ||||
| Nielsen Finance LLC/Nielsen Finance Co. | |||||||
| 275,000 | 4.50%, due 10/1/20 | 278,781 | |||||
| 3,010,000 | 5.00%, due 4/15/22 | 3,099,924 | (d) | ||||
| 140,000 | Outfront Media Capital LLC/Outfront Media Capital Corp., 5.88%, due 3/15/25 | 148,313 | |||||
| 5,585,087 | |||||||
| Auto Parts & Equipment 0.9% | |||||||
| 900,000 | IHO Verwaltungs GmbH, 4.50% Cash/5.25% PIK, due 9/15/23 | 928,125 | (d)(e) | ||||
| 1,285,000 | ZF N.A. Capital, Inc., 4.00%, due 4/29/20 | 1,326,763 | (d) | ||||
| 2,254,888 | |||||||
| See Notes to Financial Statements | 7 |
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Schedule of Investments High Yield Strategies Fund Inc.
(cont’d) |
| PRINCIPAL AMOUNT | VALUE |
| Banking 1.8% | |||||||
| Ally Financial, Inc. | |||||||
| $ | 1,555,000 | 3.60%, due 5/21/18 | $ | 1,564,719 | |||
| 2,780,000 | 8.00%, due 3/15/20 | 3,124,025 | |||||
| 142,000 | CIT Group, Inc., 5.50%, due 2/15/19 | 148,567 | (d) | ||||
| 4,837,311 | |||||||
| Brokerage 0.4% | |||||||
| 1,065,000 | LPL Holdings, Inc., 5.75%, due 9/15/25 | 1,107,600 | (d) | ||||
| Building & Construction 3.0% | |||||||
| 455,000 | CalAtlantic Group, Inc., 5.25%, due 6/1/26 | 484,575 | |||||
| Lennar Corp. | |||||||
| 1,140,000 | 4.75%, due 12/15/17 | 1,140,570 | |||||
| 1,080,000 | 4.75%, due 11/15/22 | 1,140,750 | |||||
| 960,000 | 4.88%, due 12/15/23 | 1,015,200 | |||||
| 260,000 | 4.75%, due 5/30/25 | 272,350 | |||||
| 380,000 | Meritage Homes Corp., 6.00%, due 6/1/25 | 408,500 | |||||
| 795,000 | PulteGroup, Inc., 4.25%, due 3/1/21 | 827,794 | |||||
| 590,000 | Ryland Group, Inc., 5.38%, due 10/1/22 | 643,100 | |||||
| 510,000 | Standard Pacific Corp., 8.38%, due 1/15/21 | 593,512 | |||||
| 595,000 | Taylor Morrison Communities, Inc./Taylor Morrison Holdings II, Inc., 5.63%, due 3/1/24 | 621,031 | (d) | ||||
| Toll Brothers Finance Corp. | |||||||
| 285,000 | 4.00%, due 12/31/18 | 289,275 | |||||
| 475,000 | 4.38%, due 4/15/23 | 496,375 | |||||
| 7,933,032 | |||||||
| Building Materials 0.4% | |||||||
| 465,000 | HD Supply, Inc., 5.75%, due 4/15/24 | 501,619 | (d) | ||||
| 480,000 | USG Corp., 5.50%, due 3/1/25 | 514,800 | (d) | ||||
| 1,016,419 | |||||||
| Cable & Satellite Television 12.0% | |||||||
| Altice Luxembourg SA | |||||||
| 1,155,000 | 7.75%, due 5/15/22 | 1,222,856 | (d) | ||||
| 910,000 | 7.63%, due 2/15/25 | 987,350 | (d) | ||||
| 745,000 | Altice US Finance I Corp., 5.50%, due 5/15/26 | 774,800 | (d) | ||||
| 555,000 | Altice US Finance II Corp., 7.75%, due 7/15/25 | 606,338 | (d) | ||||
| CCO Holdings LLC/CCO Holdings Capital Corp. | |||||||
| 1,460,000 | 5.25%, due 9/30/22 | 1,503,800 | |||||
| 2,075,000 | 5.13%, due 5/1/23 | 2,163,187 | (d) | ||||
| 2,225,000 | 5.75%, due 2/15/26 | 2,325,904 | (d) | ||||
| 730,000 | 5.13%, due 5/1/27 | 736,388 | (d) | ||||
| 1,105,000 | 5.88%, due 5/1/27 | 1,157,156 | (d) | ||||
| 1,830,000 | 5.00%, due 2/1/28 | 1,816,275 | (d) | ||||
| Cequel Communications Holdings I LLC/Cequel Capital Corp. | |||||||
| 976,000 | 6.38%, due 9/15/20 | 995,637 | (d) | ||||
| 1,829,000 | 5.13%, due 12/15/21 | 1,861,007 | (d) | ||||
| CSC Holdings LLC | |||||||
| 2,098,000 | 10.88%, due 10/15/25 | 2,570,050 | (d) | ||||
| 410,000 | 5.50%, due 4/15/27 | 422,300 | (d) | ||||
| 865,000 | CSC Holdings, Inc., 7.63%, due 7/15/18 | 890,950 | |||||
| DISH DBS Corp. | |||||||
| 360,000 | 6.75%, due 6/1/21 | 378,000 | |||||
| 1,365,000 | 5.88%, due 11/15/24 | 1,366,706 | |||||
| 450,000 | 7.75%, due 7/1/26 | 492,188 | |||||
| See Notes to Financial Statements | 8 |
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Schedule of Investments High Yield Strategies Fund Inc.
(cont’d) |
| PRINCIPAL AMOUNT | VALUE |
| See Notes to Financial Statements | 9 |
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Schedule of Investments High Yield Strategies Fund Inc.
(cont’d) |
| PRINCIPAL AMOUNT | VALUE |
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| Dynegy, Inc. | |||||||
| $ | 1,015,000 | 5.88%, due 6/1/23 | $ | 1,047,988 | |||
| 1,555,000 | 7.63%, due 11/1/24 | 1,698,837 | |||||
| 350,000 | 8.00%, due 1/15/25 | 382,813 | (d) | ||||
| 1,130,000 | 8.13%, due 1/30/26 | 1,254,300 | (d) | ||||
| NRG Energy, Inc. | |||||||
| 610,000 | 6.25%, due 7/15/22 | 640,500 | |||||
| 565,000 | 6.63%, due 3/15/23 | 584,775 | |||||
| 2,000,000 | 7.25%, due 5/15/26 | 2,167,500 | |||||
| 2,700,000 | 6.63%, due 1/15/27 | 2,875,500 | |||||
| 15,175,375 | |||||||
| Electric - Integrated 1.4% | |||||||
| 2,100,000 | PPL Energy Supply LLC, 4.60%, due 12/15/21 | 1,911,000 | |||||
| Talen Energy Supply LLC | |||||||
| 1,050,000 | 9.50%, due 7/15/22 | 1,081,500 | (d) | ||||
| 645,000 | 6.50%, due 6/1/25 | 559,537 | |||||
| 3,552,037 | |||||||
| Electronics 2.0% | |||||||
| 1,460,000 | Amkor Technology, Inc., 6.38%, due 10/1/22 | 1,505,625 | |||||
| 425,000 | Flex Ltd., 5.00%, due 2/15/23 | 461,342 | |||||
| Micron Technology, Inc. | |||||||
| 620,000 | 5.25%, due 8/1/23 | 648,954 | (d) | ||||
| 465,000 | 5.50%, due 2/1/25 | 494,062 | |||||
| 385,000 | 5.63%, due 1/15/26 | 409,063 | (d) | ||||
| 695,000 | NXP BV/NXP Funding LLC, 4.13%, due 6/1/21 | 726,275 | (d) | ||||
| 775,000 | Sensata Technologies UK Financing Co. PLC, 6.25%, due 2/15/26 | 850,562 | (d) | ||||
| 137,000 | Zebra Technologies Corp., 7.25%, due 10/15/22 | 144,706 | |||||
| 5,240,589 | |||||||
| Energy - Exploration & Production 10.2% | |||||||
| Antero Resources Corp. | |||||||
| 940,000 | 5.38%, due 11/1/21 | 964,675 | |||||
| 1,125,000 | 5.13%, due 12/1/22 | 1,155,937 | |||||
| 45,000 | 5.00%, due 3/1/25 | 45,675 | |||||
| 1,000,000 | Ascent Resources Utica Holdings LLC/ARU Finance Corp., 10.00%, due 4/1/22 | 1,085,000 | (d) | ||||
| 920,000 | Bill Barrett Corp., 8.75%, due 6/15/25 | 903,900 | |||||
| Chesapeake Energy Corp. | |||||||
| 665,000 | 6.13%, due 2/15/21 | 669,988 | |||||
| 585,000 | 5.38%, due 6/15/21 | 563,063 | |||||
| 1,445,000 | 5.50%, due 9/15/26 | 1,279,728 | (d) | ||||
| 1,230,000 | 8.00%, due 6/15/27 | 1,194,637 | (d) | ||||
| Continental Resources, Inc. | |||||||
| 420,000 | 4.50%, due 4/15/23 | 425,250 | |||||
| 975,000 | 3.80%, due 6/1/24 | 946,969 | |||||
| 495,000 | 4.90%, due 6/1/44 | 460,969 | |||||
| EP Energy LLC/Everest Acquisition Finance, Inc. | |||||||
| 3,356,000 | 9.38%, due 5/1/20 | 2,818,000 | |||||
| 940,000 | 7.75%, due 9/1/22 | 578,100 | |||||
| 2,760,000 | 6.38%, due 6/15/23 | 1,642,200 | |||||
| 770,000 | Extraction Oil & Gas Holdings LLC/Extraction Finance Corp., 7.88%, due 7/15/21 | 816,200 | (d) | ||||
| 725,000 | Newfield Exploration Co., 5.38%, due 1/1/26 | 770,312 | |||||
| Oasis Petroleum, Inc. | |||||||
| 520,000 | 6.50%, due 11/1/21 | 529,100 | |||||
| 890,000 | 6.88%, due 3/15/22 | 914,475 | |||||
| 405,000 | PDC Energy, Inc., 6.13%, due 9/15/24 | 422,719 | |||||
| Range Resources Corp. | |||||||
| 305,000 | 5.00%, due 8/15/22 | 301,188 | |||||
| 1,425,000 | 5.00%, due 3/15/23 | 1,410,721 | |||||
| See Notes to Financial Statements | 10 |
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Schedule of Investments High Yield Strategies Fund Inc.
|
| PRINCIPAL AMOUNT | VALUE |
| See Notes to Financial Statements | 11 |
|
Schedule of Investments High Yield Strategies Fund Inc.
|
| PRINCIPAL AMOUNT | VALUE |
| Duke Energy Corp. | |||||||
| $ | 270,000 | 8.13%, due 8/16/30 | $ | 318,600 | |||
| 505,000 | 6.45%, due 11/3/36 | 534,038 | (d) | ||||
| Energy Transfer Equity L.P. | |||||||
| 710,000 | 7.50%, due 10/15/20 | 798,750 | |||||
| 915,000 | 5.88%, due 1/15/24 | 992,775 | |||||
| 250,000 | Ferrellgas L.P./Ferrellgas Finance Corp., 6.75%, due 6/15/23 | 232,500 | |||||
| NuStar Logistics L.P. | |||||||
| 555,000 | 4.80%, due 9/1/20 | 576,506 | |||||
| 175,000 | 6.75%, due 2/1/21 | 189,875 | |||||
| 190,000 | 4.75%, due 2/1/22 | 193,563 | |||||
| Rockies Express Pipeline LLC | |||||||
| 700,000 | 5.63%, due 4/15/20 | 742,000 | (d) | ||||
| 240,000 | 7.50%, due 7/15/38 | 277,200 | (d) | ||||
| 245,000 | 6.88%, due 4/15/40 | 273,175 | (d) | ||||
| 335,000 | SemGroup Corp., 7.25%, due 3/15/26 | 343,375 | (d) | ||||
| 1,755,000 | SemGroup Corp./Rose Rock Finance Corp., 5.63%, due 11/15/23 | 1,715,512 | |||||
| 1,405,000 | Summit Midstream Holdings LLC/Summit Midstream Finance Corp., 5.75%, due 4/15/25 | 1,433,100 | |||||
| Targa Resources Partners L.P./Targa Resources Partners Finance Corp. | |||||||
| 600,000 | 4.25%, due 11/15/23 | 597,000 | |||||
| 890,000 | 6.75%, due 3/15/24 | 958,975 | |||||
| 685,000 | 5.13%, due 2/1/25 | 705,550 | |||||
| 195,000 | 5.38%, due 2/1/27 | 202,313 | |||||
| 920,000 | 5.00%, due 1/15/28 | 925,750 | (d) | ||||
| 180,000 | Tesoro Logistics L.P./Tesoro Logistics Finance Corp., 6.13%, due 10/15/21 | 185,850 | |||||
| Williams Cos., Inc. | |||||||
| 535,000 | Ser. A, 7.50%, due 1/15/31 | 649,356 | |||||
| 745,000 | 5.75%, due 6/24/44 | 789,700 | |||||
| 22,612,894 | |||||||
| Health Facilities 10.2% | |||||||
| CHS/Community Health Systems, Inc. | |||||||
| 353,000 | 8.00%, due 11/15/19 | 336,233 | |||||
| 220,000 | 7.13%, due 7/15/20 | 190,850 | |||||
| 1,130,000 | 6.88%, due 2/1/22 | 826,313 | |||||
| 1,500,000 | Columbia Healthcare Corp., 7.50%, due 12/15/23 | 1,725,000 | |||||
| Columbia/HCA Corp. | |||||||
| 915,000 | 7.69%, due 6/15/25 | 1,038,525 | |||||
| 2,160,000 | 7.05%, due 12/1/27 | 2,386,800 | |||||
| HCA, Inc. | |||||||
| 545,000 | 6.50%, due 2/15/20 | 587,238 | |||||
| 605,000 | 5.88%, due 3/15/22 | 662,475 | |||||
| 1,300,000 | 4.75%, due 5/1/23 | 1,360,125 | |||||
| 1,470,000 | 5.00%, due 3/15/24 | 1,546,719 | |||||
| 410,000 | 5.38%, due 2/1/25 | 421,660 | |||||
| 1,120,000 | 5.25%, due 4/15/25 | 1,192,800 | |||||
| 555,000 | LifePoint Health, Inc., 5.88%, due 12/1/23 | 570,374 | |||||
| MPT Operating Partnership L.P./MPT Finance Corp. | |||||||
| 1,120,000 | 6.38%, due 3/1/24 | 1,211,000 | |||||
| 1,535,000 | 5.50%, due 5/1/24 | 1,625,181 | |||||
| 1,355,000 | 5.25%, due 8/1/26 | 1,410,799 | |||||
| 1,645,000 | 5.00%, due 10/15/27 | 1,690,237 | |||||
| 1,570,000 | Sabra Health Care L.P./Sabra Capital Corp., 5.50%, due 2/1/21 | 1,619,062 | |||||
| Tenet Healthcare Corp. | |||||||
| 1,175,000 | 7.50%, due 1/1/22 | 1,236,688 | (d) | ||||
| 1,395,000 | 8.13%, due 4/1/22 | 1,396,744 | |||||
| 1,590,000 | 6.75%, due 6/15/23 | 1,492,612 | |||||
| 1,670,000 | 4.63%, due 7/15/24 | 1,642,862 | (d) | ||||
| 295,000 | 6.88%, due 11/15/31 | 249,275 | |||||
| 265,000 | THC Escrow Corp., 7.00%, due 8/1/25 | 242,806 | (d) | ||||
| 26,662,378 | |||||||
| See Notes to Financial Statements | 12 |
|
Schedule of Investments High Yield Strategies Fund Inc.
|
| PRINCIPAL AMOUNT | VALUE |
| Health Services 2.0% | |||||||
| DaVita HealthCare Partners, Inc. | |||||||
| $ | 1,390,000 | 5.13%, due 7/15/24 | $ | 1,393,475 | |||
| 700,000 | 5.00%, due 5/1/25 | 689,500 | |||||
| 1,175,000 | DaVita, Inc., 5.75%, due 8/15/22 | 1,211,719 | |||||
| Service Corp. Int’l | |||||||
| 690,000 | 5.38%, due 1/15/22 | 708,975 | |||||
| 1,185,000 | 5.38%, due 5/15/24 | 1,250,175 | |||||
| 5,253,844 | |||||||
| Hotels 0.7% | |||||||
| 1,780,000 | ESH Hospitality, Inc., 5.25%, due 5/1/25 | 1,840,075 | (d) | ||||
| Investments & Misc. Financial Services 1.5% | |||||||
| 1,480,000 | Icahn Enterprises L.P./Icahn Enterprises Finance Corp., 4.88%, due 3/15/19 | 1,487,400 | |||||
| MSCI, Inc. | |||||||
| 1,015,000 | 5.25%, due 11/15/24 | 1,073,362 | (d) | ||||
| 1,195,000 | 5.75%, due 8/15/25 | 1,290,600 | (d) | ||||
| 3,851,362 | |||||||
| Machinery 1.1% | |||||||
| CNH Industrial Capital LLC | |||||||
| 405,000 | 3.38%, due 7/15/19 | 411,581 | |||||
| 485,000 | 4.88%, due 4/1/21 | 516,525 | |||||
| 645,000 | 4.38%, due 4/5/22 | 684,507 | |||||
| 550,000 | CNH Industrial NV, 4.50%, due 8/15/23 | 581,625 | |||||
| 575,000 | Manitowoc Foodservice, Inc., 9.50%, due 2/15/24 | 657,656 | |||||
| 2,851,894 | |||||||
| Managed Care 0.4% | |||||||
| 360,000 | Centene Corp., 4.75%, due 5/15/22 | 377,100 | |||||
| 700,000 | MPH Acquisition Holdings LLC, 7.13%, due 6/1/24 | 753,375 | (d) | ||||
| 1,130,475 | |||||||
| Media Content 4.2% | |||||||
| Gannett Co., Inc. | |||||||
| 256,000 | 5.13%, due 10/15/19 | 259,840 | |||||
| 845,000 | 5.13%, due 7/15/20 | 866,125 | |||||
| Gray Television, Inc. | |||||||
| 670,000 | 5.13%, due 10/15/24 | 668,124 | (d) | ||||
| 280,000 | 5.88%, due 7/15/26 | 287,000 | (d) | ||||
| Netflix, Inc. | |||||||
| 940,000 | 5.50%, due 2/15/22 | 1,011,558 | |||||
| 480,000 | 4.38%, due 11/15/26 | 470,400 | (d) | ||||
| 335,000 | 4.88%, due 4/15/28 | 332,973 | (d) | ||||
| Sinclair Television Group, Inc. | |||||||
| 365,000 | 5.38%, due 4/1/21 | 374,581 | |||||
| 630,000 | 5.13%, due 2/15/27 | 599,288 | (d) | ||||
| Sirius XM Radio, Inc. | |||||||
| 155,000 | 4.63%, due 5/15/23 | 158,875 | (d) | ||||
| 1,165,000 | 6.00%, due 7/15/24 | 1,243,637 | (d) | ||||
| 1,315,000 | 5.38%, due 7/15/26 | 1,385,681 | (d) | ||||
| 995,000 | 5.00%, due 8/1/27 | 1,003,706 | (d) | ||||
| Univision Communications, Inc. | |||||||
| 178,000 | 6.75%, due 9/15/22 | 184,453 | (d) | ||||
| 2,030,000 | 5.13%, due 5/15/23 | 2,055,375 | (d) | ||||
| 10,901,616 | |||||||
| See Notes to Financial Statements | 13 |
|
Schedule of Investments High Yield Strategies Fund Inc.
|
| PRINCIPAL AMOUNT | VALUE |
| Medical Products 0.2% | |||||||
| Hologic, Inc. | |||||||
| $ | 370,000 | 5.25%, due 7/15/22 | $ | 386,188 | (d) | ||
| 250,000 | 4.38%, due 10/15/25 | 254,000 | (d) | ||||
| 640,188 | |||||||
| Metals - Mining Excluding Steel 5.6% | |||||||
| 285,000 | Alcoa, Inc., 5.13%, due 10/1/24 | 305,871 | |||||
| First Quantum Minerals Ltd. | |||||||
| 895,000 | 7.00%, due 2/15/21 | 928,563 | (d) | ||||
| 1,135,000 | 7.25%, due 5/15/22 | 1,186,075 | (d) | ||||
| FMG Resources (August 2006) Pty Ltd. | |||||||
| 1,475,000 | 9.75%, due 3/1/22 | 1,648,312 | (d) | ||||
| 495,000 | 4.75%, due 5/15/22 | 505,519 | (d) | ||||
| 315,000 | 5.13%, due 5/15/24 | 324,056 | (d) | ||||
| Freeport-McMoRan, Inc. | |||||||
| 945,000 | 2.38%, due 3/15/18 | 945,000 | |||||
| 270,000 | 4.00%, due 11/14/21 | 272,025 | |||||
| 390,000 | 3.55%, due 3/1/22 | 386,100 | |||||
| 1,550,000 | 3.88%, due 3/15/23 | 1,528,687 | |||||
| 1,860,000 | 5.40%, due 11/14/34 | 1,813,500 | |||||
| 1,180,000 | 5.45%, due 3/15/43 | 1,109,200 | |||||
| 735,000 | Hudbay Minerals, Inc., 7.63%, due 1/15/25 | 810,338 | (d) | ||||
| 860,000 | Novelis Corp., 5.88%, due 9/30/26 | 886,333 | (d) | ||||
| Teck Resources Ltd. | |||||||
| 515,000 | 4.75%, due 1/15/22 | 543,325 | |||||
| 1,390,000 | 6.25%, due 7/15/41 | 1,587,575 | |||||
| 14,780,479 | |||||||
| Oil Field Equipment & Services 0.8% | |||||||
| Precision Drilling Corp. | |||||||
| 700,000 | 6.50%, due 12/15/21 | 707,000 | |||||
| 1,375,000 | 5.25%, due 11/15/24 | 1,285,625 | |||||
| 1,992,625 | |||||||
| Packaging 3.1% | |||||||
| Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc. | |||||||
| 400,000 | 4.25%, due 9/15/22 | 412,000 | (d) | ||||
| 1,375,000 | 6.00%, due 2/15/25 | 1,459,219 | (d) | ||||
| Ball Corp. | |||||||
| 550,000 | 4.38%, due 12/15/20 | 577,500 | |||||
| 745,000 | 5.00%, due 3/15/22 | 804,600 | |||||
| 855,000 | Berry Plastics Corp., 5.13%, due 7/15/23 | 897,750 | |||||
| 720,000 | BWAY Holding Co., 5.50%, due 4/15/24 | 749,700 | (d) | ||||
| Reynolds Group Issuer, Inc. | |||||||
| 705,000 | 5.75%, due 10/15/20 | 717,345 | |||||
| 495,824 | 6.88%, due 2/15/21 | 508,839 | |||||
| 1,410,000 | 5.13%, due 7/15/23 | 1,468,162 | (d) | ||||
| 475,000 | Sealed Air Corp., 5.50%, due 9/15/25 | 523,687 | (d) | ||||
| 8,118,802 | |||||||
| Personal & Household Products 0.8% | |||||||
| 1,285,000 | Energizer Holdings, Inc., 4.70%, due 5/24/22 | 1,365,312 | |||||
| 475,000 | Kronos Acquisition Holdings, Inc., 9.00%, due 8/15/23 | 457,663 | (d) | ||||
| 390,000 | Spectrum Brands, Inc., 5.75%, due 7/15/25 | 414,250 | |||||
| 2,237,225 | |||||||
| See Notes to Financial Statements | 14 |
|
Schedule of Investments High Yield Strategies Fund Inc.
|
| PRINCIPAL AMOUNT | VALUE | |
| See Notes to Financial Statements | 15 |
|
Schedule of Investments High Yield Strategies Fund Inc.
|
| PRINCIPAL AMOUNT | VALUE |
| See Notes to Financial Statements | 16 |
|
Schedule of Investments High Yield Strategies Fund Inc.
|
| PRINCIPAL AMOUNT | VALUE |
|
|
|
| Sprint Nextel Corp. | |||||||
| $ | 590,000 | 9.00%, due 11/15/18 | $ | 625,400 | (d) | ||
| 605,000 | 6.00%, due 11/15/22 | 635,250 | |||||
| T-Mobile USA, Inc. | |||||||
| 475,000 | 6.13%, due 1/15/22 | 494,000 | |||||
| 1,965,000 | 6.00%, due 3/1/23 | 2,070,619 | |||||
| Wind Acquisition Finance SA | |||||||
| 1,325,000 | 4.75%, due 7/15/20 | 1,340,768 | (d) | ||||
| 980,000 | 7.38%, due 4/23/21 | 1,018,024 | (d) | ||||
| 1,495,000 | Wind Tre SpA, 5.00%, due 1/20/26 | 1,504,700 | (d)(h) | ||||
| 13,840,681 | |||||||
| Telecom - Wireline Integrated & Services 10.0% | |||||||
| 420,000 | CenturyLink, Inc., Ser. W, 6.75%, due 12/1/23 | 436,905 | |||||
| 3,079,000 | Citizens Communications Co., 9.00%, due 8/15/31 | 2,401,620 | |||||
| Communications Sales & Leasing, Inc./CSL Capital LLC | |||||||
| 585,000 | 6.00%, due 4/15/23 | 585,731 | (d) | ||||
| 635,000 | 8.25%, due 10/15/23 | 609,600 | |||||
| 740,000 | 7.13%, due 12/15/24 | 682,650 | (d) | ||||
| 4,070,000 | Embarq Corp., 8.00%, due 6/1/36 | 4,105,612 | |||||
| 675,000 | Equinix, Inc., 5.88%, due 1/15/26 | 731,531 | |||||
| Frontier Communications Corp. | |||||||
| 360,000 | 8.13%, due 10/1/18 | 366,660 | |||||
| 290,000 | 6.25%, due 9/15/21 | 239,250 | |||||
| 270,000 | 7.13%, due 1/15/23 | 207,309 | |||||
| 610,000 | 7.63%, due 4/15/24 | 466,650 | |||||
| 6,245,000 | 11.00%, due 9/15/25 | 5,284,831 | |||||
| Level 3 Financing, Inc. | |||||||
| 1,700,000 | 5.38%, due 8/15/22 | 1,751,476 | |||||
| 965,000 | 5.13%, due 5/1/23 | 987,919 | |||||
| 455,000 | 5.38%, due 1/15/24 | 472,631 | |||||
| 1,115,000 | SoftBank Group Corp., 4.50%, due 4/15/20 | 1,151,572 | (d) | ||||
| 1,070,000 | Telecom Italia Capital SA, 6.00%, due 9/30/34 | 1,198,753 | |||||
| 2,111,000 | U.S. West Communications Group, 6.88%, due 9/15/33 | 2,072,497 | |||||
| Zayo Group LLC/Zayo Capital, Inc. | |||||||
| 390,000 | 6.00%, due 4/1/23 | 409,988 | |||||
| 305,000 | 6.38%, due 5/15/25 | 328,290 | |||||
| 1,775,000 | 5.75%, due 1/15/27 | 1,870,406 | (d) | ||||
| 26,361,881 | |||||||
| Theaters & Entertainment 1.6% | |||||||
| AMC Entertainment Holdings, Inc. | |||||||
| 1,230,000 | 5.75%, due 6/15/25 | 1,196,175 | |||||
| 1,745,000 | 6.13%, due 5/15/27 | 1,727,550 | |||||
| 1,257,000 | Regal Entertainment Group, 5.75%, due 3/15/22 | 1,300,995 | |||||
| 4,224,720 | |||||||
| Total Corporate Bonds (Cost $347,315,737) | 351,754,400 | ||||||
| See Notes to Financial Statements | 17 |
Schedule of Investments High Yield Strategies Fund Inc.
(cont’d)
| NUMBER OF SHARES | VALUE |
| Short-Term Investment 4.1% | |||||||
| Investment Company 4.1% | |||||||
| 10,697,771 | State Street Institutional U.S. Government Money Market Fund Premier Class, 0.96% | ||||||
| (Cost $10,697,771) | $ | 10,697,771 | (i)(j) | ||||
| Total Investments 147.1% (Cost $381,670,442) | 386,208,502 | ||||||
| Liabilities Less Other Assets (33.8)% | (88,713,844 | ) (k) | |||||
| Liquidation Value of Mandatory Redeemable Preferred Shares (13.3)% | (35,000,000 | ) | |||||
| Net Assets Applicable to Common Shareholders 100.0% | $ | 262,494,658 | |||||
| (a) |
Variable or floating rate security. The interest rate shown was the current rate as of October 31, 2017 and changes periodically. |
|
|
|
||
| (b) |
Value determined using significant unobservable inputs. |
|
|
|
||
| (c) |
Illiquid security. |
|
|
|
|
|
| (d) |
|
Securities were purchased under Rule 144A of the Securities Act of 1933, as amended (the “1933 Act”), or are otherwise restricted and, unless registered under the 1933 Act or exempted from registration, may only be sold to qualified institutional investors or may have other restrictions on resale. At October 31, 2017, these securities amounted to $146,376,159, which represents 55.8% of net assets applicable to common stockholders of the Fund. Securities denoted with (d) but without (c) have been deemed by the investment manager to be liquid. |
|
|
||
| (e) |
Payment-in-kind (PIK) security. |
|
|
|
||
| (f) |
Defaulted Security. |
|
|
|
||
| (g) |
Security fair valued as of October 31, 2017 in accordance with procedures approved by the Board of Directors. Total value of all such securities at October 31, 2017 amounted to approximately $45, which represents 0.0% of net assets applicable to common stockholders of the Fund. |
|
|
|
||
| (h) |
When-issued security. Total value of all such securities at October 31, 2017 amounted to $1,504,700, which represents 0.6% of net assets applicable to common stockholders of the Fund. |
|
|
|
||
| (i) |
All or a portion of this security is segregated in connection with obligations for when-issued securities and/or swap contracts with a total value of approximately $10,697,771. |
|
|
|
||
| (j) |
Represents 7-day effective yield as of October 31, 2017. |
|
|
|
||
| (k) |
Includes the impact of the Fund’s open positions in derivatives at October 31, 2017. |
| See Notes to Financial Statements | 18 |
Schedule of Investments High Yield Strategies Fund Inc.
(cont’d)
Derivative Instruments
Interest rate swap contracts (“interest rate swaps”)
At October 31, 2017, the Fund had outstanding centrally cleared interest rate swaps as follows:
| Accrued | ||||||||||||||||||
| Fund Pays/ | Unrealized | Net Interest | ||||||||||||||||
| Notional | Receives | Floating Rate | Annual | Maturity | Appreciation/ | Receivable/ | ||||||||||||
| Clearinghouse | Amount | Floating Rate | Index | Fixed-rate | Date | (Depreciation) | (Payable) | Value | ||||||||||
| CME Group, Inc. | $25,000,000 | Receive | 3-month LIBOR (a) | 1.37% (b) | 5/12/2018 | $18,187 | $(90,928 | ) | $(72,741 | ) | ||||||||
| CME Group, Inc. | 20,000,000 | Receive | 3-month LIBOR (a) | 1.29% (b) | 4/17/2019 | 126,306 | 1,229 | 127,535 | ||||||||||
| CME Group, Inc. | 25,000,000 | Receive | 3-month LIBOR (a) | 1.14% (b) | 6/17/2021 | 746,616 | (56,758 | ) | 689,858 | |||||||||
| CME Group, Inc. | 20,000,000 | Receive | 3-month LIBOR (a) | 0.99% (b) | 6/29/2021 | 705,505 | (43,489 | ) | 662,016 | |||||||||
| Total | $1,596,614 | $(189,946 | ) | $1,406,668 | ||||||||||||||
| (a) |
Payment frequency-quarterly. |
|
|
|
||
| (b) |
Payment frequency-semi-annually. |
For the year ended October 31, 2017, the average notional value of interest rate swaps was $91,199,648 when the Fund paid the fixed rate.
At October 31, 2017, the Fund received cash collateral of $471,088 for interest rate swaps.
The following is a summary, categorized by Level (see Note A of Notes to Financial Statements), of inputs used to value the Fund’s investments as of October 31, 2017:
| Asset Valuation Inputs | Level 1 | Level 2 | Level 3 (b) | Total | |||||||
| Investments: | |||||||||||
| Loan Assignments | |||||||||||
| Health Care | $— | $ | 1,256,484 | $ | 1,149,032 | $ | 2,405,516 | ||||
| Leisure Goods – Activities – Movies | — | 483,290 | 492,939 | 976,229 | |||||||
| Lodging & Casinos | — | 1,522,964 | 2,844,800 | 4,367,764 | |||||||
| Other Loan Assignments (a) | — | 16,006,822 | — | 16,006,822 | |||||||
| Total Loan Assignments | — | 19,269,560 | 4,486,771 | 23,756,331 | |||||||
| Corporate Bonds | |||||||||||
| Chemicals | — | 5,812,595 | 45 | 5,812,640 | |||||||
| Other Corporate Bonds (a) | — | 345,941,760 | — | 345,941,760 | |||||||
| Total Corporate Bonds | — | 351,754,355 | 45 | 351,754,400 | |||||||
| Short-Term Investment | — | 10,697,771 | — | 10,697,771 | |||||||
| Total Investments | $— | $ | 381,721,686 | $ | 4,486,816 | $ | 386,208,502 | ||||
| (a) |
|
The Schedule of Investments provides information on the industry or sector categorization for the portfolio. |
| See Notes to Financial Statements | 19 |
Schedule of Investments High Yield Strategies Fund Inc.
(cont’d)
| (b) |
|
The following is a reconciliation between the beginning and ending balances of investments in which unobservable inputs (Level 3) were used in determining value: |
| Net change in | ||||||||||||||||||||||||||
| unrealized | ||||||||||||||||||||||||||
| appreciation/ | ||||||||||||||||||||||||||
| (depreciation) | ||||||||||||||||||||||||||
| Beginning | Change in | from | ||||||||||||||||||||||||
| balance, | Accrued | unrealized | Transfers | Transfers | Balance | investments | ||||||||||||||||||||
| as of | discounts/ | Realized | appreciation/ | into | out of | as of | still held as | |||||||||||||||||||
| 11/1/2016 | (premiums) | gain/(loss) | (depreciation) | Purchases | Sales | Level 3 | Level 3 | 10/31/2017 | of 10/31/2017 | |||||||||||||||||
| Investments in | ||||||||||||||||||||||||||
| Securities: | ||||||||||||||||||||||||||
| Loan Assignments (c) | ||||||||||||||||||||||||||
| Health Care | $— | $262 | $29 | $(7,459 | ) | $1,161,962 | $(5,762 | ) | $— | $— | $1,149,032 | $(7,459 | ) | |||||||||||||
| Leisure | ||||||||||||||||||||||||||
| Goods – | ||||||||||||||||||||||||||
| Activities – | ||||||||||||||||||||||||||
| Movies | — | 225 | — | 11,343 | 481,371 | — | — | — | 492,939 | 11,343 | ||||||||||||||||
| Lodging & | ||||||||||||||||||||||||||
| Casinos | — | (10,099 | ) | — | 121,234 | 1,631,265 | — | 1,102,400 | — | 2,844,800 | 121,234 | |||||||||||||||
| Radio & | ||||||||||||||||||||||||||
| Television | 308,427 | — | — | — | — | — | — | (308,427 | ) | — | — | |||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Bonds (d) | ||||||||||||||||||||||||||
| Chemicals | — | — | — | 3 | — | — | 42 | — | 45 | 3 | ||||||||||||||||
| Total | $308,427 | $(9,612 | ) | $29 | $125,121 | $3,274,598 | $(5,762) | $1,102,442 | $(308,427 | ) | $4,486,816 | $125,121 | ||||||||||||||
| (c) |
|
Securities categorized as Level 3 were valued using a single quotation obtained from a dealer. The Fund does not have access to unobservable inputs and therefore cannot disclose such inputs used in formulating such quotation. |
|
|
||
| (d) |
Securities categorized as Level 3 were valued using methods the Board has approved in the good-faith belief that the resulting valuation will reflect the fair value of these securities. |
As of the year ended October 31, 2017, certain securities were transferred from one level (as of October 31, 2016) to another. Based on beginning of period market values as of November 1, 2016, approximately $308,427 was transferred from Level 3 to Level 2. Also, approximately $1,102,442 was transferred from Level 2 to Level 3. Transfers of loan assignments and corporate bonds into or out of Level 3 were primarily due to the pricing methodology using methods the Board has approved in the good-faith belief that the resulting valuation will reflect the fair value of these securities (Level 3) or a single observable input (Level 3) by the independent pricing service. As of the year ended October 31, 2017, the Fund had no transfers between Levels 1 and 2.
The following is a summary, categorized by Level (see Note A of Notes to Financial Statements), of inputs used to value the Fund’s derivatives as of October 31, 2017:
| Other Financial Instruments | Level 1 | Level 2 | Level 3 | Total | ||||||
| Swap contracts | ||||||||||
| Assets | $— | $ | 1,406,668 | $— | $ | 1,406,668 | ||||
| Total | $— | $ | 1,406,668 | $— | $ | 1,406,668 | ||||
| See Notes to Financial Statements | 20 |
Statement of Assets and Liabilities
Neuberger Berman
| HIGH YIELD | |||
| STRATEGIES | |||
| FUND INC. | |||
| October 31, 2017 | |||
| Assets | |||
| Investments in securities, at value* (Note A)—see Schedule of Investments: | |||
| Unaffiliated issuers | $386,208,502 | ||
| Cash | 113,735 | ||
| Interest receivable | 5,823,268 | ||
| Receivable for securities sold | 1,122,690 | ||
| Receivable for variation margin on centrally cleared interest rate swap contracts (Note A) | 998,102 | ||
| Prepaid expenses and other assets | 17,233 | ||
| Total Assets | 394,283,530 | ||
| Liabilities | |||
| Notes payable (net of unamortized deferred issuance costs of $133,104) (Note A) | 89,866,896 | ||
|
Mandatory Redeemable Preferred Shares, Series B ($25,000 liquidation value per share; 1,400 shares issued
and outstanding) (Note A) |
35,000,000 | ||
| Distributions payable—preferred shares | 119,761 | ||
| Distributions payable—common stock | 23,273 | ||
| Cash collateral segregated for swap contracts due to broker (Note A) | 471,088 | ||
| Payable to investment manager (Note B) | 197,600 | ||
| Payable for securities purchased | 5,676,027 | ||
| Payable to administrator (Note B) | 16,467 | ||
| Payable to directors | 2,372 | ||
| Interest payable (Note A) | 208,956 | ||
| Accrued expenses and other payables | 206,432 | ||
| Total Liabilities | 131,788,872 | ||
| Net Assets applicable to Common Stockholders | $262,494,658 | ||
| Net Assets applicable to Common Stockholders consist of: | |||
| Paid-in capital—common stock | $274,965,780 | ||
| Undistributed net investment income (loss) | 47,202 | ||
| Accumulated net realized gains (losses) on investments | (18,463,052 | ) | |
| Net unrealized appreciation (depreciation) in value of investments | 5,944,728 | ||
| Net Assets applicable to Common Stockholders | $262,494,658 | ||
| Shares of Common Stock Outstanding ($0.0001 par value; 999,999,997,100 shares authorized) | 19,540,585 | ||
| Net Asset Value Per Share of Common Stock Outstanding | $13.43 | ||
| * Cost of Investments | $381,670,442 |
| See Notes to Financial Statements | 21 |
Statement of Operations
Neuberger Berman
| HIGH YIELD | |||
| STRATEGIES | |||
| FUND INC. | |||
| For the Year Ended | |||
| October 31, 2017 | |||
| Investment Income: | |||
| Income (Note A): | |||
| Interest income-unaffiliated issuers | $23,454,260 | ||
| Expenses: | |||
| Investment management fees (Note B) | 2,311,635 | ||
| Administration fees (Note B) | 192,636 | ||
| Audit fees | 64,470 | ||
| Basic maintenance expense (Note A) | 40,000 | ||
| Custodian and accounting fees | 181,879 | ||
| Insurance expense | 13,120 | ||
| Legal fees | 80,999 | ||
| Stockholder reports | 64,656 | ||
| Stock exchange listing fees | 8,372 | ||
| Stock transfer agent fees | 27,832 | ||
| Distributions to mandatory redeemable preferred shareholders (Note A) | 1,246,791 | ||
| Directors’ fees and expenses | 47,300 | ||
| Interest expense (Note A) | 2,133,368 | ||
| Miscellaneous | 27,265 | ||
| Total expenses | 6,440,323 | ||
| Custodian out-of-pocket expenses refunded (Note E) | (51,210 | ) | |
| Total net expenses | 6,389,113 | ||
| Net investment income (loss) | $17,065,147 | ||
| Realized and Unrealized Gain (Loss) on Investments (Note A): | |||
| Net realized gain (loss) on: | |||
| Transactions in investment securities of unaffiliated issuers | 8,612,573 | ||
| Expiration or closing of swap contracts | (145,062 | ) | |
| Change in net unrealized appreciation (depreciation) in value of: | |||
| Investment securities of unaffiliated issuers | (3,050,336 | ) | |
| Swap contracts | 1,391,227 | ||
| Net gain (loss) on investments | 6,808,402 | ||
| Net increase (decrease) in net assets applicable to Common Stockholders resulting from operations | $23,873,549 |
| See Notes to Financial Statements | 22 |
Statements of Changes in Net Assets
Neuberger Berman
| HIGH YIELD | ||||||
| STRATEGIES FUND INC. | ||||||
| Year Ended | Year Ended | |||||
| October 31, 2017 | October 31, 2016 | |||||
| Increase (Decrease) in Net Assets Applicable to Common Stockholders: | ||||||
| From Operations (Note A): | ||||||
| Net investment income (loss) | $17,065,147 | $18,074,545 | ||||
| Net realized gain (loss) on investments | 8,467,511 | (16,375,650 | ) | |||
| Net increase from payments by affiliates (Note B) | — | 2,435 | ||||
| Change in net unrealized appreciation (depreciation) of investments | (1,659,109 | ) | 25,655,891 | |||
|
Net increase (decrease) in net assets applicable to Common Stockholders resulting
from operations |
23,873,549 | 27,357,221 | ||||
| Distributions to Common Stockholders From (Note A): | ||||||
| Net investment income | (17,014,615 | ) | (17,647,876 | ) | ||
| Tax return of capital | (718,466 | ) | (1,111,086 | ) | ||
| Net Increase (Decrease) in Net Assets Applicable to Common Stockholders | 6,140,468 | 8,598,259 | ||||
| Net Assets Applicable to Common Stockholders: | ||||||
| Beginning of year | 256,354,190 | 247,755,931 | ||||
| End of year | $262,494,658 | $256,354,190 | ||||
| Undistributed net investment income (loss) at end of year | $47,202 | $120,590 | ||||
| See Notes to Financial Statements | 23 |
Statement of Cash Flows
Neuberger Berman
| HIGH YIELD | |||
| STRATEGIES | |||
| FUND INC. | |||
| For the Year Ended | |||
| October 31, 2017 | |||
| Increase (decrease) in cash: | |||
| Cash flows from operating activities: | |||
| Net increase in net assets applicable to Common Stockholders resulting from operations | $23,873,549 | ||
|
Adjustments to reconcile net increase in net assets applicable to Common Stockholders resulting from
operations to net cash provided by operating activities: |
|||
| Changes in assets and liabilities: | |||
| Purchase of investment securities | (251,688,597 | ) | |
| Proceeds from disposition of investment securities | 252,530,533 | ||
| Purchase/sale of short-term investment securities, net | (4,686,963 | ) | |
| Increase in receivable (payable) for variation margin on centrally cleared interest rate swaps | (493,019 | ) | |
| Unrealized appreciation of centrally cleared interest rate swaps | 1,331,685 | ||
| Decrease in interest receivable | 332,840 | ||
| Decrease in deferred offering costs | 22,335 | ||
| Amortization of deferred offering costs | (1,048 | ) | |
| Increase in receivable for securities sold | (115,185 | ) | |
| Decrease in cash collateral segregated for interest rate swaps | 1,310,041 | ||
| Increase in accumulated unpaid dividends on preferred shares | 19,033 | ||
| Increase in payable for securities purchased | 1,710,105 | ||
| Increase in interest payable | 45,940 | ||
| Net amortization of premium (discount) on investments | (411,386 | ) | |
| Increase in accrued expenses and other payables | 36,128 | ||
| Unrealized depreciation on securities | 3,050,336 | ||
| Unrealized appreciation on interest rate swaps | (1,391,227 | ) | |
| Net realized gain from investments | (8,612,573 | ) | |
| Net realized loss from interest rate swaps | 145,062 | ||
| Net cash provided by (used in) operating activities | $17,007,589 | ||
| Cash flows from financing activities: | |||
| Cash distributions paid on common stock | (17,737,255 | ) | |
| Net cash provided by (used in) financing activities | (17,737,255 | ) | |
| Net increase (decrease) in cash | (729,666 | ) | |
| Cash: | |||
| Beginning balance | 843,401 | ||
| Ending balance | $113,735 | ||
| Supplemental disclosure | |||
| Cash paid for interest | $2,087,428 |
| See Notes to Financial Statements | 24 |
| Notes to Financial Statements High Yield Strategies Fund Inc. |
Note A—Summary of Significant Accounting Policies:
| 1 |
General: Neuberger Berman High Yield Strategies Fund Inc. (the “Fund”) was organized as a Maryland corporation on March 18, 2010, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. Under the 1940 Act, the status of a fund that was registered as non-diversified may, under certain circumstances, change to that of a diversified fund. The Fund is currently a diversified fund. The Fund’s Board of Directors (the “Board”) may classify or re-classify any unissued shares of capital stock into one or more classes of preferred stock without the approval of stockholders. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services—Investment Companies.” The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires Neuberger Berman Investment Advisers LLC (“Management” or “NBIA”) to make estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. |
| 2 |
Portfolio valuation: In accordance with Accounting Standards Codification (“ASC”) 820 “Fair Value Measurement” (“ASC 820”), all investments held by the Fund are carried at the value that Management believes the Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions. Various inputs, including the volume and level of activity for the asset or liability in the market, are considered in valuing the Fund’s investments, some of which are discussed below. Significant Management judgment may be necessary to value investments in accordance with ASC 820. ASC 820 established a three-tier hierarchy of inputs to create a classification of value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below. |
| ● |
Level 1 – quoted prices in active markets for identical investments |
| ● |
Level 2 – other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, amortized cost, etc.) |
| ● |
Level 3 – unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
|
The inputs or methodology used for valuing an investment are not necessarily an indication of the risk associated with investing in those securities. The value of the Fund’s investments in debt securities is determined by Management primarily by obtaining valuations from independent pricing services based on readily available bid or offer quotations, respectively, or if quotations are not available, by methods which include various considerations based on security type (generally Level 2 inputs). In addition to the consideration of yields or prices of securities of comparable quality, coupon, maturity and type, indications as to values from dealers, and general market conditions, the following is a description of other Level 2 inputs and related valuation techniques used by independent pricing services to value certain types of debt securities held by the Fund: Corporate Bonds . Inputs used to value corporate debt securities generally include relative credit information, observed market movements, sector news, U.S. Treasury yield curve or relevant benchmark curve, and other market information, which may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, and reference data, such as market research publications, when available (“Other Market Information”). |
25
| High Yield Securities. Inputs used to value high yield securities generally include a number of observations of equity and credit default swap curves related to the issuer and Other Market Information. | |
|
The value of loan assignments is determined by Management primarily by obtaining valuations from independent pricing services based on broker quotes (generally Level 2 or Level 3 inputs depending on the number of quotes available). The value of interest rate swaps is determined by Management primarily by obtaining valuations from independent pricing services based on references to the underlying rates including the local overnight index swap rate and the respective interbank offered forward rate to produce the daily price. The present value is calculated based off of expected cash flows based on swap parameters along with reference to the underlying yield curve and reference rate (generally Level 2 inputs). Management has developed a process to periodically review information provided by independent pricing services for all types of securities. Investments in non-exchange traded investment companies are valued using the respective fund’s daily calculated net asset value per share (Level 2 inputs). If a valuation is not available from an independent pricing service, or if Management has reason to believe that the valuation received does not represent the amount the Fund might reasonably expect to receive on a current sale in an orderly transaction, Management seeks to obtain quotations from brokers or dealers (generally considered Level 2 or Level 3 inputs depending on the number of quotes available). If such quotations are not readily available, the security is valued using methods the Fund’s Board has approved in the good-faith belief that the resulting valuation will reflect the fair value of the security. Numerous factors may be considered when determining the fair value of a security based on Level 2 or Level 3 inputs, including available analyst, media or other reports, securities within the same industry with recent highly correlated performance, trading in futures or American Depositary Receipts and whether the issuer of the security being fair valued has other securities outstanding. Fair value prices are necessarily estimates, and there is no assurance that such a price will be at or close to the price at which the security is next quoted or next trades. |
|
| 3 |
Securities transactions and investment income: Securities transactions are recorded on trade date for financial reporting purposes. Dividend income is recorded on the ex-dividend date. Interest income, including amortization of premium, where applicable, and accretion of discount on securities (adjusted for original issue discount, where applicable) is recorded on the accrual basis. Realized gains and losses from security transactions are recorded on the basis of identified cost and stated separately in the Statement of Operations. Included in net realized gain/(loss) on investments are proceeds from the settlements of class action litigation in which the Fund participated as a class member. The amount of such proceeds for the year ended October 31, 2017 was $1,920. |
| 4 |
Income tax information: It is the policy of the Fund to continue to qualify for treatment as a regulated investment company (“RIC”) by complying with the requirements of the U.S. Internal Revenue Code applicable to RICs and to distribute substantially all of its net investment income and net realized capital gains to its stockholders. To the extent the Fund distributes substantially all of its net investment income and net realized capital gains to stockholders, no federal income or excise tax provision is required. The Fund has adopted the provisions of ASC 740 “Income Taxes” (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of a tax position taken, or expected to be taken, in a tax return. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as an income tax expense in the Statement of Operations. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the tax years for which the applicable statutes of limitations have not yet expired. As of October 31, 2017, the Fund did not have any unrecognized tax positions. |
26
|
At October 31, 2017, the cost for all long security positions and derivative instruments (if any) for U.S. federal income tax basis was $381,693,125. Gross unrealized appreciation of long security positions was $12,603,902 and gross unrealized depreciation of long security positions was $6,491,911 resulting in net unrealized appreciation of $6,111,991 based on cost for U.S. federal income tax purposes.
Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions made by the Fund. As determined on October 31, 2017, permanent differences resulting primarily from different book and tax accounting were reclassified at year end. Such differences may be attributed to the tax treatment of one or more of the following: gains and losses on interest rate swaps, expiration of capital loss carryforwards and non-deductible restructuring costs. These reclassifications had no effect on net income, net asset value (“NAV”) applicable to common stockholders or NAV per share of common stock of the Fund. For the year ended October 31, 2017, the Fund recorded the following permanent reclassifications: |
| Accumulated Net | ||||
| Undistributed | Realized Gains | |||
| Net Investment | (Losses) on | |||
| Paid-in Capital | Income (Loss) | Investments | ||
| $(4,111,942) | $(123,920) | $4,235,862 |
The tax character of distributions paid during the years ended October 31, 2017 and October 31, 2016 was as follows:
| Distributions Paid From: | ||||||||||||||
| Ordinary Income | Long-Term Capital Gains | Tax Return of Capital | Total | |||||||||||
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||
| $18,261,406 | $18,712,931 | $— | $— | $718,466 | $1,111,086 | $18,979,872 | $19,824,017 | |||||||
As of October 31, 2017, the components of distributable earnings (accumulated losses) on a U.S. federal income tax basis were as follows:
| Undistributed | Undistributed | Unrealized | Loss | Other | ||||||
| Ordinary | Long-Term | Appreciation/ | Carryforwards | Temporary | ||||||
| Income | Capital Gain | (Depreciation) | and Deferrals | Differences | Total | |||||
| $— | $— | $6,111,991 | $(18,440,079) | $(143,034) | $(12,471,122) |
The temporary differences between book basis and tax basis distributable earnings are primarily due to: losses disallowed and recognized on wash sales, distribution payments, mark to market on certain swap contract transactions, delayed settlement compensation on bank loans and capital loss carryforwards.
To the extent the Fund’s net realized capital gains, if any, can be offset by capital loss carryforwards, it is the policy of the Fund not to distribute such gains. The Regulated Investment Company Modernization Act of 2010 made changes to the capital loss carryforward rules allowing for RICs to carry forward capital losses indefinitely and to retain the character of capital loss carryforwards as short-term or long-term (“Post- Enactment”). Rules in effect previously limited the carryforward period to eight years and all carryforwards were considered short-term in character (“Pre-Enactment”). As determined at October 31, 2017, the Fund had unused capital loss carryforwards available for federal income tax purposes to offset net realized capital gains, if any, as follows:
| Post-Enactment (No Expiration Date) | ||
| Long-Term | Short-Term | |
| $18,260,163 | $179,916 | |
During the year ended October 31, 2017, the Fund utilized capital loss carryforwards of $8,580,655.
During the year ended October 31, 2017, the Fund had capital loss carryforwards expire of $4,089,608.
27
| 5 |
Foreign taxes: Foreign taxes withheld, if any, represent amounts withheld by foreign tax authorities, net of refunds recoverable. |
| 6 |
Distributions to common stockholders: The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to declare and pay monthly distributions to common stockholders. The Fund has adopted a policy to pay common stockholders a stable monthly distribution. The Fund’s ability to satisfy its policy will depend on a number of factors, including the stability of income received from its investments, the availability of capital gains, distributions paid on any preferred shares, interest paid on any notes and the level of Fund expenses. In an effort to maintain a stable monthly distribution amount, the Fund may pay distributions consisting of net investment income, net realized gains and paid-in capital. There is no assurance that the Fund will always be able to pay distributions of a particular size, or that distributions will consist solely of net investment income and net realized capital gains. The composition of the Fund’s distributions for the calendar year 2017 will be reported to Fund stockholders on IRS Form 1099-DIV. The Fund may pay distributions in excess of those required by its stable distribution policy to avoid excise tax or to satisfy the requirements of Subchapter M of the U.S. Internal Revenue Code. Distributions to common stockholders are recorded on the ex-date. Net realized capital gains, if any, will be offset to the extent of any available capital loss carryforwards. Any such offset will not reduce the level of the stable distribution paid by the Fund. Distributions to preferred stockholders are accrued and determined as described in Note A-8. On October 31, 2017, the Fund declared a monthly distribution to common stockholders in the amount of $0.0725 per share, payable on November 30, 2017 to stockholders of record on November 15, 2017, with an ex-date of November 14, 2017. Subsequent to October 31, 2017, the Fund declared a monthly distribution to common stockholders in the amount of $0.0725 per share, payable on December 29, 2017 to stockholders of record on December 15, 2017, with an ex-date of December 14, 2017. |
| 7 |
Expense allocation: Certain expenses are applicable to multiple funds within the complex of related investment companies, which includes open-end and closed-end investment companies for which Management serves as investment manager. Expenses directly attributable to the Fund are charged to the Fund. Expenses borne by the complex of related investment companies that are not directly attributable to a particular investment company (e.g., the Fund) are allocated among the Fund and the other investment companies or series thereof in the complex on the basis of relative net assets, except where a more appropriate allocation of expenses to each of the investment companies or series thereof in the complex can otherwise be made fairly. |
| 8 |
Financial leverage: In 2010, the Fund issued 1,087 privately placed perpetual preferred shares (“PPS”) with an aggregate liquidation preference of $27,175,000 and privately placed notes (“PNs”) with an aggregate principal value of $82,610,000. In September 2013, the Fund issued privately placed notes (“New PNs”) with an aggregate principal value of $90,000,000 and Mandatory Redeemable Preferred Shares, Series B (“MRPS” and, together with the New PNs, “Private Securities”) with an aggregate liquidation preference of $35,000,000 to holders of the PNs and PPS and used the proceeds to redeem and prepay their PNs and PPS and increase the Fund’s leverage. The New PNs and MRPS have a maturity date of September 18, 2023. The interest on the New PNs is accrued daily and paid quarterly. The MRPS have a liquidation preference of $25,000 per share plus any accumulated unpaid distributions, whether or not earned or declared by the Fund, but excluding interest thereon (“Liquidation Value”). Distributions on the MRPS are accrued daily and paid quarterly. The PNs and PPS had these same terms. For financial reporting purposes only, the liquidation preference of the MRPS is recognized as a liability in the Statement of Assets and Liabilities. For the year ended October 31, 2017, the distribution rates on the MRPS ranged from 3.24% to 3.73% and the interest rates on the New PNs ranged from 2.04% to 2.53%. |
28
| The table below sets forth key terms of the MPRS. |
| Mandatory | Aggregate | |||||||
| Redemption | Interest | Shares | Liquidation | |||||
| Series | Date | Rate | Outstanding | Preference | ||||
| Series B | 9/18/23 | 3.5468%* | 1,400 | $35,000,000 |
|
* Floating rate effective for the year ended October 31, 2017. The Fund has paid up front offering and organizational expenses which are being amortized over the life of the New PNs and MRPS. The expenses are included in the interest expense that is reflected in the Statement of Operations. The Fund may redeem MRPS or prepay the New PNs, in whole or in part, at its option after giving a minimum amount of notice to the relevant holders of the Private Securities but will incur additional expenses if it chooses to so redeem or prepay. The Fund is also subject to certain restrictions relating to the Private Securities. Failure to comply with these restrictions could preclude the Fund from declaring any distributions to common stockholders or repurchasing shares of common stock and/or could trigger the mandatory redemption of MRPS at Liquidation Value and certain expenses and/or mandatory prepayment of New PNs at par plus accrued but unpaid interest and certain expenses. The holders of MRPS are entitled to one vote per share and will vote with holders of shares of common stock as a single class, except that the holders of MRPS will vote separately as a class on certain matters, as required by law or the Fund’s organizational documents. The holders of MRPS, voting as a separate class, are entitled at all times to elect two Directors of the Fund, and to elect a majority of the Directors of the Fund if the Fund fails to pay distributions on MRPS for two consecutive years. |
|
| 9 |
Concentration of credit risk : The Fund will normally invest at least 80% of its total assets in high yield debt securities of U.S. and foreign issuers, which include securities that are rated below investment grade by a rating agency or are unrated debt securities determined to be of comparable quality by the Fund’s investment manager. Due to the likelihood of volatility and potential illiquidity of the high yield securities in which the Fund invests and the real or perceived difficulty of issuers of those high yield securities to meet their payment obligations during economic downturns or because of negative business developments relating to the issuer or its industry in general, the value and/or price of the Fund’s shares of common stock may fluctuate more than would be the case if the Fund did not concentrate in high yield securities. |
| 10 |
Derivative instruments: The Fund’s use of derivatives during the year ended October 31, 2017, is described below. Please see the Schedule of Investments for the Fund’s open positions in derivatives, at October 31, 2017. The Fund has adopted the provisions of ASC 815 “Derivatives and Hedging” (“ASC 815”). The disclosure requirements of ASC 815 distinguish between derivatives that qualify for hedge accounting and those that do not. Because investment companies value their derivatives at fair value and recognize changes in fair value through the Statement of Operations, they do not qualify for hedge accounting. Accordingly, even though the Fund’s investments in derivatives may represent economic hedges, they are considered non-hedge transactions for purposes of this disclosure. Interest rate swaps: During the year ended October 31, 2017 the Fund used interest rate swap contracts to reduce the risk that an increase in short-term interest rates could reduce common share net earnings as a result of leverage. Under the terms of the interest rate swaps, the Fund agrees to pay the swap counterparty a fixed-rate payment in exchange for the counterparty’s paying the Fund a variable-rate payment that is intended to approximate all or a portion of the Fund’s variable-rate payment obligations on the Fund’s Private Securities. The fixed-rate and variable-rate payment flows are netted against each other, with the difference being paid by one party to the other on a monthly basis. The Fund segregates cash or liquid securities having a value at least equal to the Fund’s net payment obligations under any interest rate swap transaction, marked to market daily. There is no guarantee that these interest rate swap transactions will be successful in reducing or limiting risk. |
29
|
Risks may arise if the counterparty to a swap contract fails to comply with the terms of its contract. The loss incurred by the failure of a counterparty is generally limited to the net interest payment to be received by the Fund and/or the termination value at the end of the contract. Additionally, risks may arise if there is no liquid market for these agreements or from movements in interest rates unanticipated by Management.
Periodic expected interim net interest payments or receipts on the swaps are recorded as an adjustment to unrealized gains/losses, along with the fair value of the future periodic payment or receivable streams on the swaps. The unrealized gains/losses associated with the periodic interim net interest payments or receipts are reclassified to realized gains/ losses in conjunction with the actual net receipt or payment of such amounts. The reclassifications do not impact the Fund’s total net assets applicable to common stockholders or its total net increase (decrease) in net assets applicable to common stockholders resulting from operations. Certain clearinghouses currently offer clearing for limited types of derivative transactions. In a cleared derivative transaction, a fund typically enters into the transaction with a financial institution counterparty that is then cleared through a central clearinghouse. Upon acceptance of a swap by a central clearinghouse, the original swap is extinguished and replaced with a swap with the clearinghouse, thereby reducing or eliminating the fund’s exposure to the credit risk of the original counterparty. A fund typically will be required to post specified levels of both initial and variation margin with the clearinghouse or at the instruction of the clearinghouse. The daily change in valuation is recorded as a receivable or payable for variation margin and settled in cash with the centrally clearing party. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation and net interest received or paid on swap contracts to determine the fair value of swaps. For financial reporting purposes unamortized upfront payments, if any, are netted with unrealized appreciation or (depreciation) on swap contracts to determine the market value of swaps as presented in the table below. At October 31, 2017, the Fund had the following derivatives (which did not qualify for hedge accounting under ASC 815), grouped by primary risk exposure: |
| Asset Derivatives | Interest Rate Risk | Statement of Assets and Liabilities Location | ||
| Centrally Cleared Interest Rate Swaps | $1,406,668 | Receivable/Payable for variation margin on centrally cleared interest | ||
| rate swaps (a) | ||||
| Total Value - Assets | $1,406,668 |
| (a) | “Centrally Cleared Interest Rate Swaps” reflects cumulative unrealized appreciation or (depreciation). Only the current day’s variation margin on open centrally cleared interest rate swaps is reported within the Statement of Assets and Liabilities as “Receivable for variation margin on centrally cleared swap contracts (Note A).” |
The impact of the use of these derivative instruments on the Statement of Operations during the year ended October 31, 2017, was as follows:
| Realized Gain/(Loss) | ||||
| Interest Rate Risk | Statement of Operations Location | |||
| Interest Rate Swaps | $(145,062) | Net realized gain (loss) | ||
| Total Realized Gain/(Loss) | $(145,062) | on: expiration or closing of swap contracts | ||
| Change in Appreciation/(Depreciation) | ||||
| Interest Rate Risk | Statement of Operations Location | |||
| Interest Rate Swaps | $1,391,227 | Change in net unrealized appreciation/ | ||
| Total Change in Appreciation/(Depreciation) | $1,391,227 | (depreciation) in value of: swap contracts |
30
| 11 |
Indemnifications: Like many other companies, the Fund’s organizational documents provide that its officers (“Officers”) and directors (“Directors”) are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, both in some of its principal service contracts and in the normal course of its business, the Fund enters into contracts that provide indemnifications to other parties for certain types of losses or liabilities. The Fund’s maximum exposure under these arrangements is unknown as this could involve future claims against the Fund. |
| 12 |
Arrangements with certain non-affiliated service providers: In order to satisfy rating agency requirements and the terms of the Private Securities, the Fund is required to provide the rating agency and holders of Private Securities a report on a monthly basis verifying that the Fund is maintaining eligible assets having a discounted value equal to or greater than the basic maintenance amount, which is the minimum level set by the rating agency as one of the conditions to maintain the AAA rating on the New PNs and the AA rating on the MRPS. “Discounted value” refers to the fact that the rating agency requires the Fund, in performing this calculation, to discount portfolio securities below their face value, at rates determined by the rating agency. The Fund pays State Street Bank and Trust Company (“State Street”) for the preparation of this report, which is reflected in the Statement of Operations under the caption “Basic maintenance expense (Note A).” |
Note B—Investment Management Fees, Administration Fees, and Other Transactions with Affiliates: |
|
|
The Fund retains Management as its investment manager under a Management Agreement. For such investment management services, the Fund pays Management a fee computed at an annual rate of 0.60% of the Fund’s average daily Managed Assets. Managed Assets equal the total assets of the Fund, less liabilities other than the aggregate indebtedness entered into for purposes of leverage. For purposes of calculating Managed Assets, the Liquidation Value of any MRPS (PPS prior to September 2013) outstanding and borrowings under the New PNs (PNs prior to September 2013) are not considered liabilities. The Fund retains Management as its administrator under an Administration Agreement. The Fund pays Management an administration fee at the annual rate of 0.05% of its average daily Managed Assets under this agreement. Additionally, Management retains State Street as its sub-administrator under a Sub-Administration Agreement. Management pays State Street a fee for all services received under the Sub-Administration Agreement. Prior to January 1, 2016, Neuberger Berman Fixed Income LLC was the sub-adviser to the Fund, retained by Management pursuant to a Sub-Advisory Agreement to be responsible for developing, implementing and supervising the Fund’s investment program and providing certain administrative services to the Fund, and received a monthly fee paid by Management. Several individuals who are Officers and/or Directors of the Fund are also employees of Management. In April 2016, the Fund recorded a capital contribution from a portfolio manager in the amount of $2,435. This amount was paid in accordance with Section 16(b) of the Securities Exchange Act of 1934, as amended. |
|
Note C—Securities Transactions: |
|
|
During the year ended October 31, 2017, there were purchases and sales of long-term securities (excluding interest rate swap contracts) of $244,519,169 and $242,394,416, respectively. |
|
31
| Note D—Legal Matters: |
On June 1, 2015, the Fund was served with a lawsuit filed in the United States Bankruptcy Court for the Southern District of New York, entitled Motors Liquidation Company Avoidance Action Trust vs. JPMorgan Chase Bank, N.A. et al. and numbered Adv. No. 09-00504 (MG). In addition to the Fund, the lawsuit also names over five hundred other institutional investors as defendants. The lawsuit does not allege any misconduct by the defendants, but seeks to recover payments made by General Motors Corporation (n/k/a Motors Liquidation Company) and its affiliates (collectively, “GM”) to the defendants shortly prior to and after GM’s Chapter 11 bankruptcy filing on June 1, 2009 (the “Petition Date”). The complaint alleges that GM made the payments to the defendants under a certain term loan agreement, dated as of November 29, 2006, as amended by that first amendment dated as of March 4, 2009 (the “Term Loan Agreement”); that the payments occurred both during the ninety (90) days prior to the Petition Date (the “Prepetition Transfer”) and after the Petition Date when all amounts due under the Term Loan Agreement were paid in full in connection with GM’s postpetition financing (the “Postpetition Transfer”); that the lien purportedly securing the Term Loan Agreement was not perfected as of the Petition Date; and that the lenders under the Term Loan Agreement should therefore have been treated as unsecured creditors rather than paid in full as secured creditors. The plaintiff seeks avoidance of the lien securing the Term Loan Agreement as unperfected under Section 544(a) of the Bankruptcy Code; disgorgement of all amounts paid to the defendants as Postpetition Transfer (plus interest) under Section 549 of the Bankruptcy Code; and disallowance of any bankruptcy claims of the defendants against GM until they repay all such amounts under Section 502(d) of the Bankruptcy Code. On November 17, 2016, all claims against the Fund relating to the Prepetition Transfer were dismissed from the action. On May 5, 2017, the Bankruptcy Court concluded the evidentiary portion of a trial on certain legal issues with respect to the defendants’ right to the Postpetition Transfer. On September 26, 2017, the Bankruptcy Court issued its decision with respect to (a) the final list of fixtures that still secure the term loan; and (b) the valuation of those fixtures. The Bankruptcy Court held that 33 of the 40 assets at issue were fixtures and that the majority of the assets should be valued on a going concern basis. The Motors Liquidation Company Avoidance Action Trust sought leave to appeal portions of the decision on October 10, 2017. The parties have agreed to attend a mediation in December 2017 in an attempt to resolve the dispute. During 2009, the Fund received pay downs from GM in connection with the term loan totaling approximately $3.0 million. The Fund cannot predict the outcome of the lawsuit. If the lawsuit were to be decided or settled in a manner adverse to the Fund, the payment of such judgment or settlement could have an adverse effect on the Fund’s net asset value. However, no liability for litigation relating to this matter has been accrued in the financial statements as neither the likelihood nor the amount of any liability can reasonably be determined at this time. The Fund will incur legal expenses associated with the defense of the lawsuit.
Note E—Custodian Out-of-Pocket Expenses Refunded:
In May 2016, the Fund’s custodian, State Street, announced that it had identified inconsistencies in the way in which the Fund was invoiced for categories of expenses, particularly those deemed “out-of-pocket” costs, from 1998 through November 2015. The amounts in the table below represent the refunded expenses and interest determined to be payable to the Fund for the period in question. These amounts were refunded to the Fund by State Street during the year ended October 31, 2017.
| Expenses | Interest Paid to | |
| Refunded | the Fund | |
| $51,210 | $3,677 |
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| Note F—Recent Accounting Pronouncements: |
In December 2016, FASB issued Accounting Standards Update No. 2016-19, “Technical Corrections and Improvements” (“ASU 2016-19”). The guidance includes an amendment to Topic 820, Fair Value Measurement, which clarifies the difference between a valuation approach and a valuation technique. The amendments also require an entity to disclose when it has changed either a valuation approach and/or a valuation technique. The guidance is effective for interim and annual reporting periods beginning after December 15, 2016. Management is currently evaluating the impact, if any, of applying this guidance.
On August 26, 2016, FASB issued a new ASU No. 2016-15, “ Statement of Cash Flows (Topic 230) , Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB’s Emerging Issues Task Force” (“ASU 2016-15”). ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The types of transactions addressed in ASU 2016-15 are debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance, distributions received from equity method investees, and beneficial interests in securitization transactions. The amendments also clarify how the predominance principle should be applied. ASU 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Management is currently evaluating the impact, if any, of applying this provision.
In November 2016, FASB issued a new ASU No. 2016-18, “ Statement of Cash Flows (Topic 230) , Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows show the changes during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. ASU 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017. Management is currently evaluating the impact, if any, of applying this guidance.
33
| Financial Highlights |
High Yield Strategies Fund Inc.
The following table includes selected data for a share of common stock outstanding throughout each year and other performance information derived from the Financial Statements. Amounts that do not round to $0.01 or $(0.01) per share are presented as $0.00 or $(0.00), respectively. Ratios that do not round to 0.01% or (0.01)% are presented as 0.00% or (0.00)%, respectively. A “-” indicates that the line item was not applicable in the corresponding period.
| Year Ended October 31, | ||||||||||||||||||||
| 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
| Common Stock Net Asset Value, | ||||||||||||||||||||
| Beginning of Year | $ | 13.12 | $ | 12.68 | $ | 14.42 | $ | 14.67 | $ | 14.03 | ||||||||||
| Income From Investment Operations | ||||||||||||||||||||
| Applicable to Common Stockholders: | ||||||||||||||||||||
| Net Investment Income (Loss) @ | 0.87 | 0.92 | 1.02 | 1.10 | 1.15 | |||||||||||||||
| Net Gains or Losses on Securities | ||||||||||||||||||||
| (both realized and unrealized) | 0.35 | 0.48 | (1.75 | ) | (0.27 | ) | 0.61 | |||||||||||||
| Common Stock Equivalent of Distributions | ||||||||||||||||||||
| to MRPS Preferred Stockholders From: | ||||||||||||||||||||
| Net Investment Income @ | — | — | — | — | (0.04 | ) | ||||||||||||||
| Total From Investment Operations | ||||||||||||||||||||
| Applicable to Common Stockholders | 1.22 | 1.40 | (0.73 | ) | 0.83 | 1.72 | ||||||||||||||
| Less Distributions to Common | ||||||||||||||||||||
| Stockholders From: | ||||||||||||||||||||
| Net Investment Income | (0.87 | ) | (0.90 | ) | (0.94 | ) | (1.08 | ) | (1.08 | ) | ||||||||||
| Tax Return of Capital | (0.04 | ) | (0.06 | ) | (0.07 | ) | — | — | ||||||||||||
| Total Distributions to | ||||||||||||||||||||
| Common Stockholders | (0.91 | ) | (0.96 | ) | (1.01 | ) | (1.08 | ) | (1.08 | ) | ||||||||||
| Voluntary Contribution | ||||||||||||||||||||
| from Management | — | 0.00 | — | 0.00 | — | |||||||||||||||
| Common Stock Net Asset Value, | ||||||||||||||||||||
| End of Year | $ | 13.43 | $ | 13.12 | $ | 12.68 | $ | 14.42 | $ | 14.67 | ||||||||||
| Common Stock Market Value, | ||||||||||||||||||||
| End of Year | $ | 12.13 | $ | 11.61 | $ | 10.69 | $ | 13.16 | $ | 13.56 | ||||||||||
| Total Return, Common Stock | ||||||||||||||||||||
| Net Asset Value † | 10.41 | % ab | 13.08 | % ac | (4.23 | )% | 6.48 | % c | 13.18 | % | ||||||||||
| Total Return, Common Stock | ||||||||||||||||||||
| Market Value † | 12.70 | % ab | 18.69 | % ac | (11.53 | )% | 5.13 | % c | 3.51 | % | ||||||||||
| Supplemental Data/Ratios †† | ||||||||||||||||||||
| Net Assets Applicable to Common | ||||||||||||||||||||
| Stockholders, End of Year (in millions) | $ | 262.5 | $ | 256.4 | $ | 247.8 | $ | 281.7 | $ | 286.7 | ||||||||||
| Preferred Stock Outstanding, | ||||||||||||||||||||
| End of Year (in millions)^ | $ | 35.0 | $ | 35.0 | $ | 35.0 | $ | 35.0 | $ | 35.0 | ||||||||||
| Preferred Stock Liquidation | ||||||||||||||||||||
| Value Per Share | $ | 25,000 | $ | 25,000 | $ | 25,000 | $ | 25,000 | $ | 25,000 | ||||||||||
| Ratios are Calculated Using Average | ||||||||||||||||||||
| Net Assets Applicable to | ||||||||||||||||||||
| Common Stockholders | ||||||||||||||||||||
| Ratio of Gross Expenses ØØ | 2.47 | % | 2.39 | % | 2.02 | % | 1.89 | % | 1.73 | % | ||||||||||
| Ratio of Net Expenses ØØ | 2.45 | % d | 2.39 | % | 2.02 | % | 1.89 | % | 1.73 | % Ø | ||||||||||
| Ratio of Net Investment Income (Loss) | ||||||||||||||||||||
| Excluding MRPS Preferred Stock Distributions | 6.56 | % d | 7.53 | % | 7.46 | % | 7.47 | % | 8.02 | % | ||||||||||
| Portfolio Turnover Rate | 65 | % | 57 | % | 54 | % | 60 | % | 69 | % | ||||||||||
| Asset Coverage Per Share, of Preferred | ||||||||||||||||||||
| Stock, End of Year ¢ | $ | 212,582 | $ | 208,182 | $ | 202,029 | $ | 226,286 | $ | 229,815 | ||||||||||
| Notes Payable (in millions) | $ | 89.9 | ^^ | $ | 90 | $ | 90 | $ | 90 | $ | 90 | |||||||||
| Asset Coverage Per $1,000 of | ||||||||||||||||||||
| Notes Payable ¢¢ | $ | 4,308 | $ | 4,238 | $ | 4,143 | $ | 4,520 | $ | 4,575 | ||||||||||
| See Notes to Financial Highlights | 34 |
| Notes to Financial Highlights |
| @ | Calculated based on the average number of shares of common stock outstanding during each fiscal period. |
| † | Total return based on per share NAV reflects the effects of changes in NAV on the performance of the Fund during each fiscal period. Total return based on per share market value assumes the purchase of shares of common stock at the market price on the first day and sale of common stock at the market price on the last day of the period indicated. Distributions, if any, are assumed to be reinvested at prices obtained under the Fund’s distribution reinvestment plan. Results represent past performance and do not indicate future results. Current returns may be lower or higher than the performance data quoted. Investment returns may fluctuate and shares of common stock when sold may be worth more or less than original cost. |
| †† |
Expense ratios do not include the effect of distribution payments to PPS stockholders outstanding. Income ratios include income earned on assets attributable to Private Securities (PPS and PN’s prior to September 18, 2013) outstanding. |
| ^ | From August 6, 2010 to September 17, 2013, the Fund had 1,087 PPS outstanding. Since September 18, 2013, the Fund has 1,400 MRPS outstanding (see Note A to Financial Statements). |
| ^^ | During the year ended October 31, 2017, the Fund adopted FASB’s Accounting Standards Update No. 2015-03. At October 31, 2017, the value of Notes Payable is being shown net of unamortized deferred issuance costs of $133,104. |
| ØØ | Interest expense is included in expense ratios. The annualized ratios of interest expense to average net assets applicable to common stockholders were: |
| Year Ended October 31, | ||||||||
| 2017 | 2016 | 2015 | 2014 | 2013 | ||||
| 0.81% | 0.68% | 0.51% | 0.46% | 0.58% | ||||
| Ø | Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than 0.01%. |
| ¢ | Calculated by subtracting the Fund’s total liabilities (excluding the liquidation preference of MRPS and accumulated unpaid distributions on MRPS (PPS prior to September 18, 2013)) from the Fund’s total assets and dividing by the number of MRPS/PPS outstanding. |
| ¢¢ | Calculated by subtracting the Fund’s total liabilities (excluding the liquidation preference of MRPS (PPS prior to September 18, 2013)), the outstanding principal of New PNs (PNs prior to September 18, 2013) and accumulated unpaid liabilities on Private Securities (PPS and PNs prior to September 18, 2013) from the Fund’s total assets and dividing by the outstanding Notes payable balance. |
| a | The class action proceeds listed in Note A of the Notes to Financial Statements had no impact on the Fund’s total return for the year ended October 31, 2017. |
| The class action proceeds received in 2016 had no impact on the Fund’s total return for the year ended October 31, 2016. | |
| b | The Custodian Out-of-Pocket Expenses Refunded listed in Note E of the Notes to Financial Statements had no impact on the Fund’s total return for the year ended October 31, 2017. |
35
| c | The payments by affiliates received in 2014 and 2016 had no impact on the Fund’s total returns for the years ended October 31, 2014 and October 31, 2016, respectively. |
| d | Custodian Out-of-Pocket Expenses Refunded, as listed in Note E of the Notes to Financial Statements, is non-recurring and is included in these ratios. Had the Fund not received the refund the annualized ratios of net expenses applicable to common stockholders and net investment income/(loss) to average net assets applicable to common stockholders would have been: |
| Ratio of | Ratio of | |
| Net Expenses to Average | Net Investment Income/(Loss) to | |
| Net Assets Applicable to | Average Net Assets Applicable | |
| Common Stockholders | to Common Stockholders | |
| Year Ended | Year Ended | |
| October 31, 2017 | October 31, 2017 | |
| 2.47% | 6.54% |
36
| Report of Independent Registered Public Accounting Firm |
To the Board of Directors and Stockholders of
Neuberger Berman High Yield Strategies Fund Inc.
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Neuberger Berman High Yield Strategies Fund Inc., (the “Fund”) as of October 31, 2017, and the related statement of operations and cash flows for the year then ended, and the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2017 by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Neuberger Berman High Yield Strategies Fund Inc. at October 31, 2017, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Boston, Massachusetts
December 20, 2017
37
| Distribution Reinvestment Plan |
American Stock Transfer & Trust Company, LLC (the “Plan Agent”) will act as Plan Agent for stockholders who have not elected in writing to receive dividends and distributions in cash (each a “Participant”), will open an account for each Participant under the Distribution Reinvestment Plan (“Plan”) in the same name as their then-current shares of the Fund’s common stock (“Shares”) are registered, and will put the Plan into effect for each Participant as of the first record date for a dividend or capital gains distribution.
Whenever the Fund declares a dividend or distribution with respect to the Shares, each Participant will receive such dividends and distributions in additional Shares, including fractional Shares acquired by the Plan Agent and credited to each Participant’s account. If on the payment date for a cash dividend or distribution, the net asset value is equal to or less than the market price per Share plus estimated brokerage commissions, the Plan Agent shall automatically receive such Shares, including fractions, for each Participant’s account. Except in the circumstances described in the next paragraph, the number of additional Shares to be credited to each Participant’s account shall be determined by dividing the dollar amount of the dividend or distribution payable on their Shares by the greater of the net asset value per Share determined as of the date of purchase or 95% of the then-current market price per Share on the payment date.
Should the net asset value per Share exceed the market price per Share plus estimated brokerage commissions on the payment date for a cash dividend or distribution, the Plan Agent or a broker-dealer selected by the Plan Agent shall endeavor, for a purchase period lasting until the last business day before the next date on which the Shares trade on an “ex-dividend” basis, but in no event, except as provided below, more than 30 days after the payment date, to apply the amount of such dividend or distribution on each Participant’s Shares (less their pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of such dividend or distribution) to purchase Shares on the open market for each Participant’s account. No such purchases may be made more than 30 days after the payment date for such dividend or distribution except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities laws. If, at the close of business on any day during the purchase period the net asset value per Share equals or is less than the market price per Share plus estimated brokerage commissions, the Plan Agent will not make any further open-market purchases in connection with the reinvestment of such dividend or distribution. If the Plan Agent is unable to invest the full dividend or distribution amount through open-market purchases during the purchase period, the Plan Agent shall request that, with respect to the uninvested portion of such dividend or distribution amount, the Fund issue new Shares at the close of business on the earlier of the last day of the purchase period or the first day during the purchase period on which the net asset value per Share equals or is less than the market price per Share, plus estimated brokerage commissions, such Shares to be issued in accordance with the terms specified in the third paragraph hereof. These newly issued Shares will be valued at the then-current market price per Share at the time such Shares are to be issued.
For purposes of making the reinvestment purchase comparison under the Plan, (a) the market price of the Shares on a particular date shall be the last sales price on the New York Stock Exchange (or if the Shares are not listed on the New York Stock Exchange, such other exchange on which the Shares are principally traded) on that date, or, if there is no sale on such Exchange (or if not so listed, in the over-the-counter market) on that date, then the mean between the closing bid and asked quotations for such Shares on such Exchange on such date and (b) the net asset value per Share on a particular date shall be the net asset value per Share most recently calculated by or on behalf of the Fund. All dividends, distributions and other payments (whether made in cash or Shares) shall be made net of any applicable withholding tax.
Open-market purchases provided for above may be made on any securities exchange where the Fund’s Shares are traded, in the over-the-counter market or in negotiated transactions and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. Each Participant’s uninvested funds held by the Plan Agent will not bear interest, and it is understood that, in any event, the Plan Agent shall have no liability in connection with any inability to purchase Shares within 30 days after the initial date of such purchase as herein provided, or with the timing of any purchases effected. The Plan Agent shall have no responsibility as to the value of the Shares acquired for each
38
The Plan Agent may hold each Participant’s Shares acquired pursuant to the Plan together with the Shares of other stockholders of the Fund acquired pursuant to the Plan in noncertificated form in the Plan Agent’s name or that of the Plan Agent’s nominee. The Plan Agent will forward to each Participant any proxy solicitation material and will vote any Shares so held for each Participant only in accordance with the instructions set forth on proxies returned by the Participant to the Fund.
The Plan Agent will confirm to each Participant each acquisition made for their account as soon as practicable but not later than 60 days after the date thereof. Although each Participant may from time to time have an undivided fractional interest (computed to three decimal places) in a Share, no certificates for a fractional Share will be issued. However, dividends and distributions on fractional Shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Plan Agent will adjust for any such undivided fractional interest in cash at the market value of the Shares at the time of termination, less the pro rata expense of any sale required to make such an adjustment.
Any Share dividends or split Shares distributed by the Fund on Shares held by the Plan Agent for Participants will be credited to their accounts. In the event that the Fund makes available to its stockholders rights to purchase additional Shares or other securities, the Shares held for each Participant under the Plan will be added to other Shares held by the Participant in calculating the number of rights to be issued to each Participant.
The Plan Agent’s service fee for handling capital gains and other distributions or income dividends will be paid by the Fund. Participants will be charged their pro rata share of brokerage commissions on all open-market purchases.
Each Participant may terminate their account under the Plan by notifying the Plan Agent in writing. Such termination will be effective immediately if the Participant’s notice is received by the Plan Agent not less than ten days prior to any dividend or distribution record date, otherwise such termination will be effective the first trading day after the payment date for such dividend or distribution with respect to any subsequent dividend or distribution. The Plan may be terminated by the Plan Agent or the Fund upon notice in writing mailed to each Participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Fund.
These terms and conditions may be amended or supplemented by the Plan Agent or the Fund at any time or times but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Agent receives written notice of the termination of their account under the Plan. Any such amendment may include an appointment by the Plan Agent in its place and stead of a successor Plan Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Agent under these terms and conditions. Upon any such appointment of any Plan Agent for the purpose of receiving dividends and distributions, the Fund will be authorized to pay to such successor Plan Agent, for each Participant’s account, all dividends and distributions payable on Shares held in their name or under the Plan for retention or application by such successor Plan Agent as provided in these terms and conditions.
The Plan Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by the Plan Agent’s negligence, bad faith, or willful misconduct or that of its employees. These terms and conditions are governed by the laws of the State of Maryland.
39
40
| Directory |
| Investment Manager and Administrator | Plan Agent |
| Neuberger Berman Investment Advisers LLC | American Stock Transfer & Trust Company, LLC* |
| 1290 Avenue of the Americas | Plan Administration Department |
| New York, NY 10104-0002 | P.O. Box 922 |
| 877.461.1899 or 212.476.8800 | Wall Street Station |
| New York, NY 10269-0560 | |
| Custodian | |
| State Street Bank and Trust Company | Overnight correspondence should be sent to: |
| One Lincoln Street | American Stock Transfer & Trust Company, LLC* |
| Boston, MA 02111 | 6201 15th Avenue |
| Brooklyn, NY 11219 | |
| Transfer Agent | |
| American Stock Transfer & Trust Company, LLC* | Legal Counsel |
| 6201 15th Avenue | K&L Gates LLP |
| Brooklyn, NY 11219 |
1601 K Street, NW
Washington, DC 20006-1600 |
| Independent Registered Public Accounting Firm | |
| Ernst & Young LLP | |
| 200 Clarendon Street | |
| Boston, MA 02116 | |
| * |
Prior to June 13, 2017, Computershare, Inc. served as the Fund’s Transfer Agent and Plan Agent. |
41
| Directors and Officers |
The following tables set forth information concerning the Directors and Officers of the Fund. All persons named as Directors and Officers also serve in similar capacities for other funds administered or managed by NBIA (formerly, Neuberger Berman Fixed Income LLC (“NBFI”) and including predecessor entities). The Fund’s Statement of Additional Information includes additional information about the Directors as of the time of the Fund’s most recent public offering and is available upon request, without charge, by calling (877) 461-1899.
Information about the Board of Directors
| Name, (Year of Birth), | Position(s) | Principal Occupation(s) (3) | Number of | Other Directorships Held | ||||
| and Address (1) | and Length of | Funds in | Outside Fund Complex by | |||||
| Time Served (2) | Fund Complex | Director (3) | ||||||
| Overseen by | ||||||||
| Director | ||||||||
| CLASS I | ||||||||
| Independent Directors | ||||||||
| Marc Gary (1952) |
Director since
2015 |
Executive Vice Chancellor and Chief Operating Officer, Jewish Theological Seminary, since 2012; formerly, Executive Vice President and General Counsel, Fidelity Investments, 2007 to 2012; Executive Vice President and General Counsel, BellSouth Corporation, 2004 to 2007; Vice President and Associate General Counsel, BellSouth Corporation, 2000 to 2004; Associate, Partner, and National Litigation Practice Co-Chair, Mayer, Brown LLP, 1981 to 2000; Associate Independent Counsel, Office of Independent Counsel, 1990 to 1992. |
56 |
Trustee, Jewish Theological Seminary, since 2015; Director, Counsel on Call (privately held for-profit company), since 2012; Director, Lawyers Committee for Civil Rights Under Law (not-for-profit), since 2005; formerly, Director, Equal Justice Works (not-for-profit), 2005 to 2014; Director, Corporate Counsel Institute, Georgetown University Law Center, 2007 to 2012; Director, Greater Boston Legal Services (not-for-profit), 2007 to 2012. |
||||
| Michael M. Knetter (1960) |
Director since
2007 |
President and Chief Executive Officer, University of Wisconsin Foundation, since October 2010; formerly, Dean, School of Business, University of Wisconsin - Madison; formerly, Professor of International Economics and Associate Dean, Amos Tuck School of Business -Dartmouth College, 1998 to 2002. |
56 |
Board Member, American Family Insurance (a mutual company, not publicly traded), since March 2009; formerly, Trustee, Northwestern Mutual Series Fund, Inc., 2007 to 2011; formerly, Director, Wausau Paper, 2005 to 2011; formerly, Director, Great Wolf Resorts, 2004 to 2009. |
||||
42
43
| Name, (Year of Birth), | Position(s) | Principal Occupation(s) (3) | Number of | Other Directorships Held | ||||
| and Address (1) | and Length of | Funds in | Outside Fund Complex by | |||||
| Time Served (2) | Fund Complex | Director (3) | ||||||
| Overseen by | ||||||||
| Director | ||||||||
| Michael J. Cosgrove (1949) |
Director since
2015 |
President, Carragh Consulting USA, since 2014; formerly, Executive, General Electric Company, 1970 to 2014, including President, Mutual Funds and Global Investment Programs, GE Asset Management, 2011 to 2014, President and Chief Executive Officer, Mutual Funds and Intermediary Business, GE Asset Management, 2007 to 2011, President, Institutional Sales and Marketing, GE Asset Management, 1998 to 2007, and Chief Financial Officer, GE Asset Management, and Deputy Treasurer, GE Company, 1988 to 1993. |
56 |
Director, America Press, Inc. (not-for-profit Jesuit publisher), since 2015; Director, Fordham University, since 2001; formerly, Director, The Gabelli Go Anywhere Trust, June 2015 to June 2016; Director, Skin Cancer Foundation (not-for-profit), 2006 to 2015; Director, GE Investments Funds, Inc., 1997 to 2014; Trustee, GE Institutional Funds, 1997 to 2014; Director, GE Asset Management, 1988 to 2014; Director, Elfun Trusts, 1988 to 2014; Trustee, GE Pension & Benefit Plans, 1988 to 2014. |
||||
| Deborah C. McLean (1954) |
Director since
2015 |
Member, Circle Financial Group (private wealth management membership practice), since 2011; Managing Director, Golden Seeds LLC (an angel investing group), since 2009; Adjunct Professor, Columbia University School of International and Public Affairs, since 2008; formerly, Visiting Assistant Professor, Fairfield University, Dolan School of Business, Fall 2007; formerly, Adjunct Associate Professor of Finance, Richmond, The American International University in London, 1999 to 2007. |
56 |
Board member, Norwalk Community College Foundation, since 2014; Dean’s Advisory Council, Radcliffe Institute for Advanced Study, since 2014; formerly, Director and Treasurer, At Home in Darien (not-for-profit), 2012 to 2014; Director, National Executive Service Corps (not-for-profit), 2012 to 2013; Trustee, Richmond, The American International University in London, 1999 to 2013. |
44
| Name, (Year of Birth), | Position(s) | Principal Occupation(s) (3) | Number of | Other Directorships Held | ||||
| and Address (1) | and Length of | Funds in | Outside Fund Complex by | |||||
| Time Served (2) | Fund Complex | Director (3) | ||||||
| Overseen by | ||||||||
| Director | ||||||||
| George W. Morriss (1947) |
Director since
2007 |
Adjunct Professor, Columbia University School of International and Public Affairs, since October 2012; formerly, Executive Vice President and Chief Financial Officer, People’s United Bank, Connecticut (a financial services company), 1991 to 2001. |
56 |
Director, National Association of Corporate Directors, Connecticut Chapter, since 2011; Trustee, Steben Alternative Investment Funds, Steben Select Multi-Strategy Fund, and Steben Select Multi-Strategy Master Fund, since 2013; formerly, Treasurer, National Association of Corporate Directors, Connecticut Chapter, 2011 to 2015; formerly, Manager, Larch Lane Multi-Strategy Fund complex (which consisted of three funds), 2006 to 2011; formerly, Member, NASDAQ Issuers’ Affairs Committee, 1995 to 2003. |
||||
| Tom D. Seip (1950) | Director since 2006; Chairman of the Board since 2008; formerly Lead Independent Director from 2006 to 2008 |
General Partner, Ridgefield Farm LLC (a private investment vehicle); formerly, President and CEO, Westaff, Inc. (temporary staffing), May 2001 to January 2002; formerly, Senior Executive, The Charles Schwab Corporation, 1983 to 1998, including Chief Executive Officer, Charles Schwab Investment Management, Inc.; Trustee, Schwab Family of Funds and Schwab Investments, 1997 to 1998; and Executive Vice President-Retail Brokerage, Charles Schwab & Co., Inc., 1994 to 1997. |
56 |
Director, H&R Block, Inc. (financial services company), since May 2001; Chairman, Governance and Nominating Committee, H&R Block, Inc., since 2011; formerly, Chairman, Compensation Committee, H&R Block, Inc., 2006 to 2010; formerly, Director, Forward Management, Inc. (asset management company), 1999 to 2006. |
45
| Name, (Year of Birth), | Position(s) | Principal Occupation(s) (3) | Number of | Other Directorships Held | ||||
| and Address (1) | and Length of | Funds in | Outside Fund Complex by | |||||
| Time Served (2) | Fund Complex | Director (3) | ||||||
| Overseen by | ||||||||
| Director | ||||||||
| CLASS III | ||||||||
| Independent Directors | ||||||||
| Martha C. Goss (1949) |
Director since
2007 |
President, Woodhill Enterprises Inc./Chase Hollow Associates LLC (personal investment vehicle), since 2006; formerly, Consultant, Resources Global Professionals (temporary staffing), 2002 to 2006. | 56 | Director, American Water (water utility), since 2003; Director, Allianz Life of New York (insurance), since 2005; Director, Berger Group Holdings, Inc. (engineering consulting firm), since 2013; Director, Financial Women’s Association of New York (not-for-profit association), since 2003; Trustee Emerita, Brown University, since 1998; Director, Museum of American Finance (not-for-profit), since 2013; formerly, Non-Executive Chair and Director, Channel Reinsurance (financial guaranty reinsurance), 2006 to 2010; formerly, Director, Ocwen Financial Corporation (mortgage servicing), 2005 to 2010; formerly, Director, Claire’s Stores, Inc. (retailer), 2005 to 2007; formerly, Director, Parsons Brinckerhoff Inc. (engineering consulting firm), 2007 to 2010; formerly, Director, Bank Leumi (commercial bank), 2005 to 2007; formerly, Advisory Board Member, Attensity (software developer), 2005 to 2007. | ||||
46
| Name, (Year of Birth), | Position(s) | Principal Occupation(s) (3) | Number of | Other Directorships Held | ||||
| and Address (1) | and Length of | Funds in | Outside Fund Complex by | |||||
| Time Served (2) | Fund Complex | Director (3) | ||||||
| Overseen by | ||||||||
| Director | ||||||||
| Candace L. Straight (1947) |
Director
since 2006 |
Private investor and consultant specializing in the insurance industry; formerly, Advisory Director, Securitas Capital LLC (a global private equity investment firm dedicated to making investments in the insurance sector), 1998 to 2003. | 56 | Formerly, Public Member, Board of Governors and Board of Trustees, Rutgers University, 2011 to 2016; formerly, Director, Montpelier Re Holdings Ltd. (reinsurance company), 2006 to 2015; formerly, Director, National Atlantic Holdings Corporation (property and casualty insurance company), 2004 to 2008; formerly, Director, The Proformance Insurance Company (property and casualty insurance company), 2004 to 2008; formerly, Director, Providence Washington Insurance Company (property and casualty insurance company), 1998 to 2006; formerly, Director, Summit Global Partners (insurance brokerage firm), 2000 to 2005. | ||||
| James G. Stavridis (1955) |
Director
since 2015 |
Dean, Fletcher School of Law and Diplomacy, Tufts University since 2013; formerly, Admiral, United States Navy, 2006 to 2013, including Supreme Allied Commander, NATO and Commander, European Command, 2009 to 2013, and Commander, United States Southern Command, 2006 to 2009. | 56 | Director, Utilidata Inc., since 2015; Director, BMC Software Federal, LLC, since 2014; Director, Vertical Knowledge, LLC, since 2013; formerly, Director, Navy Federal Credit Union, 2000-2002. |
47
| (1) |
The business address of each listed person is 1290 Avenue of the Americas New York, NY 10104.
|
|
| (2) |
The Board shall at all times be divided as equally as possible into three classes of Directors designated Class I, Class II and Class III. The terms of office of Class I, Class II and Class III Directors shall expire at the annual meeting of stockholders held in 2018, 2019 and 2020, respectively, and at each third annual meeting of stockholders thereafter.
|
|
| (3) |
Except as otherwise indicated, each individual has held the positions shown during at least the last five years.
|
|
| * | Indicates a Director who is an “interested person” within the meaning of the 1940 Act. Mr. Amato and Mr. Conti are interested persons of the Fund by virtue of the fact that each is an officer of NBIA and/or its affiliates. |
48
| Information about the Officers of the Fund |
| Name, (Year of Birth), and | Position(s) | Principal Occupation(s) (3) | ||
| Address (1) | and Length of | |||
| Time Served (2) | ||||
|
Claudia A. Brandon (1956) |
Executive Vice President since 2008 and Secretary since 2006 | Senior Vice President, Neuberger Berman, since 2007 and Employee since 1999; Senior Vice President, NBIA, since 2008 and Assistant Secretary since 2004; formerly, Vice President, Neuberger Berman, 2002 to 2006; formerly, Vice President – Mutual Fund Board Relations, NBIA, 2000 to 2008; formerly, Vice President, NBIA, 1986 to 1999 and Employee, 1984 to 1999; Executive Vice President and secretary, twenty-six registered investment companies for which NBIA acts as investment manager and/or administrator. | ||
|
Agnes Diaz (1971) |
Vice President since 2013 | Senior Vice President, Neuberger Berman, since 2012; Senior Vice President, NBIA, since 2012 and Employee since 1996; formerly, Vice President, Neuberger Berman, 2007 to 2012; Vice President, ten registered investment companies for which NBIA acts as investment manager and/or administrator. | ||
|
Anthony DiBernardo (1979) |
Assistant Treasurer since 2011 | Senior Vice President, Neuberger Berman, since 2014; Senior Vice President, NBIA, since 2014, and Employee since 2003; formerly, Vice President, Neuberger Berman, 2009 to 2014; Assistant Treasurer, ten registered investment companies for which NBIA acts as investment manager and/or administrator. | ||
|
Corey A. Issing (1978) |
Chief Legal Officer since 2016 (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002) and Anti-Money Laundering Compliance Officer since 2016 | General Counsel and Head of Compliance – Mutual Funds since 2016 and Managing Director, NBIA, since 2017; formerly, Associate General Counsel (2015 to 2016), Counsel (2007 to 2015), Senior Vice President (2013-2016), Vice President (2009 – 2013); Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), twenty-six registered investment companies for which NBIA acts as investment manager and/or administrator; Anti-Money Laundering Compliance Officer, twenty-six registered investment companies for which NBIA acts as investment manager and/or administrator. | ||
|
Sheila R. James (1965) |
Assistant Secretary since 2006 | Vice President, Neuberger Berman, since 2008 and Employee since 1999; Vice President, NBIA, since 2008; formerly, Assistant Vice President, Neuberger Berman, 2007; Employee, NBIA, 1991 to 1999; Assistant Secretary, twenty-six registered investment companies for which NBIA acts as investment manager and/or administrator. | ||
|
Brian Kerrane (1969) |
Chief Operating Officer since 2015 and Vice President since 2008 | Managing Director, Neuberger Berman, since 2013; Chief Operating Officer – Mutual Funds and Managing Director, NBIA, since 2015; formerly, Senior Vice President, Neuberger Berman, 2006 to 2014; Vice President, NBIA, 2008 to 2015 and Employee since 1991; Chief Operating Officer, ten registered investment companies for which NBIA acts as investment manager and/or administrator; Vice President, twenty-six registered investment companies for which NBIA acts as investment manager and/or administrator. |
49
| Name, (Year of Birth), and | Position(s) | Principal Occupation(s) (3) | ||
| Address (1) | and Length of | |||
| Time Served (2) | ||||
|
Josephine Marone (1963) |
Assistant Secretary since 2017 | Senior Paralegal, Neuberger Berman, since 2007 and Employee since 2007; Assistant Secretary, twenty-six registered investment companies for which NBIA acts as investment manager and/or administrator. | ||
|
Anthony Maltese (1959) |
Vice President since 2015 | Senior Vice President, Neuberger Berman, since 2014 and Employee since 2000; Senior Vice President, NBIA, since 2014; Vice President, ten registered investment companies for which NBIA acts as investment manager and/or administrator. | ||
|
Owen F. McEntee, Jr. (1961) |
Vice President since 2008 | Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since 2006 and Employee since 1992; Vice President, ten registered investment companies for which NBIA acts as investment manager and/or administrator. | ||
|
John M. McGovern (1970) |
Treasurer and Principal Financial and Accounting Officer since 2006 | Senior Vice President, Neuberger Berman, since 2007; Senior Vice President, NBIA, since 2007 and Employee since 1993; formerly, Vice President, Neuberger Berman, 2004 to 2006; formerly, Assistant Treasurer, 2002 to 2005; Treasurer and Principal Financial and Accounting Officer, twenty-six registered investment companies for which NBIA acts as investment manager and/or administrator. | ||
|
Frank Rosato (1971) |
Assistant Treasurer since 2006 | Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since 2006 and Employee since 1995; Assistant Treasurer, ten registered investment companies for which NBIA acts as investment manager and/or administrator. | ||
|
Chamaine Williams (1971) |
Chief Compliance Officer since 2006 | Chief Compliance Officer – Mutual Funds and Senior Vice President, NBIA, since 2006; formerly, Senior Vice President, LBI, 2007 to 2008; formerly, Vice President, LBI, 2003 to 2006; formerly, Chief Compliance Officer, Lehman Brothers Asset Management Inc., 2003 to 2007; formerly, Chief Compliance Officer, Lehman Brothers Alternative Investment Management LLC, 2003 to 2007; Chief Compliance Officer, twenty-six registered investment companies for which NBIA acts as investment manager and/or administrator. |
| (1) | The business address of each listed person is 1290 Avenue of the Americas New York, NY 10104. |
| (2) | Pursuant to the Bylaws of the Fund, each officer elected by the Directors shall hold office until his or her successor shall have been elected and qualified or until his or her earlier death, inability to serve, or resignation. Officers serve at the pleasure of the Directors and may be removed at any time with or without cause. |
| (3) | Except as otherwise indicated, each individual has held the positions shown during at least the last five years. |
50
| Proxy Voting Policies and Procedures |
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, by calling 800-877-9700 (toll-free) and on the Securities and Exchange Commission’s website, at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is also available upon request, without charge, by calling 800-877-9700 (toll-free), on the Securities and Exchange Commission’s website at www.sec.gov, and on Management’s website at www.nb.com.
Quarterly Portfolio Schedule
The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Securities and Exchange Commission’s website at www.sec.gov and may be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. The information on Form N-Q is available upon request, without charge, by calling 800-877-9700 (toll-free).
51
Notice to Stockholders
For the fiscal year ended October 31, 2017, the maximum amount of ordinary income distribution that is designated as qualified interest income, pursuant to the American Jobs Creation Act of 2004, was $19,512,559.
52
| Report of Votes of Stockholders |
An annual meeting of stockholders was held on September 7, 2017. Stockholders voted to elect four Class III Directors to serve until the annual meeting of stockholders in 2020, or until their successors are elected and qualified. Class I Directors (which include Robert Conti, Marc Gary, Michael M. Knetter and Peter P. Trapp) and the Class II Directors (which include Faith Colish, Michael J. Cosgrove, Deborah C. McLean, George W. Morriss and Tom D. Seip) continue to hold office until the annual meeting in 2018 and 2019, respectively.
To elect four Class III Directors to serve until the annual meeting of stockholders in 2020 or until their successors are elected and qualified.
| Votes | Broker | |||||||
| Shares of Common and Preferred Stock | Votes For | Withheld | Abstentions | Non-Votes | ||||
| Joseph V. Amato | 16,599,329 | 444,780 | — | — | ||||
| Martha C. Goss | 16,580,958 | 463,151 | — | — | ||||
| James G. Stavridis | 16,574,374 | 469,735 | — | — | ||||
| Candace L. Straight | 16,553,877 | 490,232 | — | — |
53
| Board Consideration of the Management Agreement |
On an annual basis, the Board of Directors (the “Board”) of Neuberger Berman High Yield Strategies Fund Inc. (the “Fund”), including the Directors who are not “interested persons” of Neuberger Berman Investment Advisers LLC (“Management”) (including its affiliates) or the Fund (“Independent Fund Directors”), considers whether to continue the Fund’s management agreement with Management (the “Agreement”). Throughout the process, the Independent Fund Directors are advised by counsel that is experienced in Investment Company Act of 1940 matters and that is independent of Management (“Independent Counsel”). At a meeting held on September 28, 2017, the Board, including the Independent Fund Directors, approved the continuation of the Agreement for the Fund.
In evaluating the Agreement, the Board, including the Independent Fund Directors, reviewed extensive materials provided by Management in response to questions submitted by the Independent Fund Directors and Independent Counsel, and met with senior representatives of Management regarding its personnel, operations and financial condition as they relate to the Fund. The annual contract review extends over at least two regular meetings of the Board to ensure that Management has time to respond to any questions the Independent Fund Directors may have on their initial review of the materials and that the Independent Fund Directors have time to consider those responses.
In connection with its deliberations, the Board also considered the broad range of information relevant to the annual contract review that is provided to the Board (including its various standing committees) at meetings throughout the year, including reports on investment performance, portfolio risk and other portfolio information for the Fund, as well as periodic reports on, among other matters, pricing and valuation; quality of portfolio trade execution; compliance; and stockholder and other services provided by Management and its affiliates. The Contract Review Committee, which is comprised of Independent Fund Directors, was established by the Board to assist in its deliberations regarding the annual contract review. The Board has also established other committees that focus throughout the year on specific areas relevant to the annual contract review, such as Fund performance or compliance matters, and that are charged with specific responsibilities regarding the annual contract review. Those committees provide reports to the Contract Review Committee and the full Board, which consider that information as part of the annual contract review process. The Board’s Contract Review Committee annually considers and updates the questions it asks of Management in light of developments in the industry, in the markets, in mutual fund regulation and litigation, and in Management’s business model.
The Independent Fund Directors received from Independent Counsel a memorandum discussing the legal standards for their consideration of the proposed continuation of the Agreement. During the course of the year and during their deliberations regarding the annual contract review, the Contract Review Committee and the Independent Fund Directors met with Independent Counsel separately from representatives of Management.
Provided below is a description of the Board’s contract approval process and the material factors that the Board considered at its meetings regarding the renewals of the Agreement and the compensation to be paid thereunder. In connection with its approval of the continuation of the Agreement, the Board evaluated the terms of the Agreement, the overall fairness of the Agreement to the Fund and whether the Agreement was in the best interests of the Fund and Fund stockholders. The Board’s determination to approve the continuation of the Agreement was based on a comprehensive consideration of all information provided to the Board throughout the year and specifically in connection with the annual contract review.
This description is not intended to include all of the factors considered by the Board. The Board members did not identify any particular information or factor that was all-important or controlling, and each Director may have attributed different weights to the various factors. The Board focused on the costs and benefits of the Agreement to the Fund and Fund stockholders.
54
| Nature, Extent and Quality of Services |
With respect to the nature, extent and quality of the services provided, the Board considered the investment philosophy and decision-making processes of, and the qualifications, experience, and capabilities of, and the resources available to, the portfolio management personnel of Management who perform services for the Fund. The Board noted that Management also provides certain administrative services, including fund accounting and compliance services. The Board also considered Management’s policies and practices regarding brokerage, commissions and other trading costs, and allocation of portfolio transactions and reviewed the quality of the execution services that Management had provided. Moreover, the Board considered Management’s approach to potential conflicts of interest between the Fund’s investments and those of other funds or accounts managed by Management.
The Board noted the extensive range of services that Management provides to the Fund beyond the investment management services. The Board noted that Management is also responsible for monitoring compliance with the Fund’s investment objectives, policies and restrictions, as well as compliance with applicable law. In addition, the Board considered that Management has developed a leverage structure for the Fund tailored to its investment strategy and needs, has monitored the Fund’s ongoing compliance with legal and other restrictions associated with its leverage and has recommended changes in and/or amendments to the amount or structure of its leverage over time. The Board also considered that Management’s responsibilities include continual management of investment, operational, enterprise, legal, regulatory and compliance risks as they relate to the Fund, and considered information regarding Management’s processes for managing risk. It also noted Management’s activities under its contractual obligation to oversee the Fund’s various outside service providers, including its renegotiation of certain service providers’ fees and its evaluation of service providers’ infrastructure, cybersecurity programs and business continuity programs, among other matters. In this regard, the Board noted that Management had recommended a change in the Fund’s transfer agent, had, following Board approval, overseen the transition during the last year to the new transfer agent and had conducted ongoing oversight of the new transfer agent. The Board also considered Management’s ongoing development of its own infrastructure and information technology to support the Fund’s compliance structure through, among other things, cybersecurity, business continuity planning, and risk management. In addition, the Board noted the positive compliance history of Management, as no significant compliance problems were reported to the Board with respect to the firm. The Board also considered the general structure of the portfolio managers’ compensation and whether this structure provides appropriate incentives to act in the best interests of the Fund. The Board also considered the ability of Management to attract and retain qualified personnel to service the Fund.
The Board noted that Management assumes significant ongoing risks with respect to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks, for which Management is entitled to compensation. The Board also noted that when Management launches a new fund or share class, it assumes entrepreneurial risk with respect to that fund or class, and that some new funds and share classes have been liquidated without ever having been profitable to Management.
As in past years, the Board also considered the manner in which Management addressed various matters that arose during the year, some of them a result of developments in the broader fund industry or the regulations governing it, including the Department of Labor Fiduciary Rule. In addition, the Board considered actions taken by Management in response to recent market conditions, such as regulatory concerns about changes in fixed-income market liquidity and potential volatility, and considered the overall performance of Management in this context. The Board also noted that management actively monitors any discount from net asset value per share at which the Fund’s common stock trades and evaluates potential ways to reduce the discount.
55
| Fund Performance |
The Board requested a report from an outside consulting firm that specializes in the analysis of fund industry data that compared the Fund’s performance, along with its fees and other expenses, to a group of industry peers and a broad universe of similar funds. The Board factored into its evaluation of the Fund’s performance and fees a consideration of the limitations inherent in the methodology for constructing such peer groups and determining which investment companies should be included in the peer groups.
With respect to investment performance, the Board considered information regarding the Fund’s short-, intermediate-and long-term performance on both a market price and net asset value basis and relative to an appropriate benchmark index and the average net asset value performance of the composite peer group (constructed by the consulting firm) of closed-end investment companies pursuing broadly similar strategies. The Board also reviewed performance in relation to certain measures of the degree of investment risk undertaken by the portfolio managers.
Fee Rates, Profitability, and Fall-out Benefits
With respect to the overall fairness of the Agreement, the Board considered the fee structure for the Fund under the Agreement as compared to the peer group provided by the consulting firm. The Board reviewed a comparison of the Fund’s management fee and total expense ratio to a peer group of comparable funds. The Board noted that the comparative management fee analysis includes, in the Fund’s management fee, the separate administrative fee paid to Management, but it was not clear whether this was the case for all funds in the peer group. Accordingly, the Board also considered the Fund’s total expense ratio.
The Board considered the Fund’s contractual management fee on Managed Assets (which include leverage proceeds) and the actual management fee on Managed Assets as a percentage of assets attributable to common stockholders as compared to the Fund’s peer group.
In concluding that the benefits accruing to Management and affiliates by virtue of their relationship with the Fund were reasonable in light of the costs of providing the investment advisory and other services and the benefits accruing to the Fund, the Board reviewed specific data as to Management’s profit or loss on the Fund for a recent period on a pre-tax basis without regard to distribution expenses, including year-over-year changes in each of Management’s reported expense categories. (The Board also reviewed data on Management’s profit or loss on the Fund after distribution expenses and taxes were factored in, as indicators of the health of the business and the extent to which Management is directing its profits into the growth of the business.) The Board considered the cost allocation methodology that Management used in developing its profitability figures. The Board engaged an independent forensic accountant to review the profitability methodology utilized by Management when preparing this information and discussed with the consultant its conclusion that Management’s process for calculating and reporting its profit or loss was not unreasonable. Recognizing that there is no uniform methodology within the asset management industry for determining profitability for this purpose and that the use of different reasonable methodologies can give rise to different profit and loss results, the Board requested from Management examples of profitability calculated by different methods and noted that the profitability levels were still reasonable when calculated by these other methods. In addition, the Board recognized that Management’s calculations regarding its costs may not reflect all risks, including regulatory, legal, operational, reputational, and where appropriate, entrepreneurial risks, associated with offering and managing a closed-end fund in the current regulatory and market environment. The Board also considered any fall-out benefits likely to accrue to Management or its affiliates from their relationship with the Fund. The Board recognized that Management and its affiliates should be entitled to earn a reasonable level of profits for services they provide to the Fund and, based on its review, concluded that Management’s reported level of profitability, if any, on the Fund was reasonable.
56
| Information Regarding Services to Other Clients |
The Board also considered whether there were other funds or separate accounts that were advised or sub-advised by Management or its affiliates with investment objectives, policies and strategies that were similar to those of the Fund. In the cases where such funds or separate accounts exist, the Board compared the fees charged to the Fund to the fees charged to such comparable funds and/or separate accounts. The Board was aware of the additional expenses borne by common stockholders as a result of the Fund’s leveraged structure. The Board considered the appropriateness and reasonableness of any differences between the fees charged to the Fund and such comparable funds and/or separate accounts, and determined that differences in fees and fee structures were consistent with the differences in the management and other services provided. The Board explored with Management its assertion that although, generally, the rates of fees paid by any such accounts were lower than the fee rates paid by the Fund, the differences reflected Management’s greater level of responsibilities and significantly broader scope of services regarding the Fund, the more extensive regulatory obligations and risks associated with managing the Fund, and other financial considerations with respect to creation and sponsorship of the Fund.
Economies of Scale
The Board also evaluated apparent or anticipated economies of scale in relation to the services Management provides to the Fund. The Board noted that there is little expectation that closed-end funds will show significant economies of scale, as these funds do not typically sell additional shares or materially increase total assets by materially increasing leverage. The Board also considered that Management has provided, at no added cost to the Fund, certain additional services that were required by new regulations or regulatory interpretations, impelled by changes in the securities markets or the business landscape, and/or requested by the Board.
Fund Analysis
With regard to the investment performance of the Fund and the costs of the services provided to the Fund, the Board considered the following information. The peer groups referenced in this section are those identified by the consulting firm, as discussed above. The data used to provide the benchmark comparison was provided by Management. Comparisons of performance are on a net asset value basis, not a market price basis.
The Board considered that, as compared to its peer group, the Fund’s contractual management fee on Managed Assets and the actual management fee on Managed Assets as a percentage of assets attributable to common stockholders were both lower than the respective medians. The Board considered that, as compared to its peer group, the Fund’s performance was higher than the median for the 1, 3, and 10-year periods, but lower than the median for the 5-year period. The Board also considered that, as compared to its benchmark, the Fund’s performance was higher for the 1, 3, 5, and 10-year periods. In determining to renew the Management Agreement, the Board considered that the Fund has performed well compared to its peer group and its benchmark.
57
| Conclusions |
In approving the continuation of the Agreement, the Board concluded that, in its business judgment, the terms of the Agreement are fair and reasonable to the Fund and that approval of the continuation of the Agreement is in the best interests of the Fund and its stockholders. In reaching this determination, the Board considered that Management could be expected to continue to provide a high level of service to the Fund; that the performance of the Fund was satisfactory over time; that the Fund’s fee structure appeared to the Board to be reasonable given the nature, extent and quality of services provided; and that the benefits accruing to Management and its affiliates by virtue of their relationship with the Fund were reasonable in light of the costs of providing the investment advisory and other services and the benefits accruing to the Fund. The Board’s conclusions may be based in part on its consideration of materials prepared in connection with the approval or continuance of the Agreement in prior years and on the Board’s ongoing regular review of Fund performance and operations throughout the year, in addition to material prepared specifically for the most recent annual review of the Agreement.
58
|
|||||
|
|
|||||
|
Neuberger Berman Investment Advisers LLC
|
|||||
|
|
|||||
|
Statistics and projections in this report are derived from sources deemed to be reliable but cannot be regarded as a representation of future results of the Fund. This report is prepared for the general information of stockholders and is not an offer for shares of the Fund. |
|||||
|
|
|||||
H0768 12/17
|
|||||
|
|
|||||
|
|
|||||
|
(a)
|
The complete schedule of investments for the Registrant is disclosed in the Registrant’s Annual Report, which is included as Item 1 of this Form N-CSR.
|
|
(b)
|
Not applicable.
|
|
Type of Account
|
Number of
Accounts
Managed
|
Total Assets
Managed
($ millions)
|
Number of Accounts
Managed for which
Advisory Fee is
Performance-Based
|
Assets Managed for
which Advisory Fee is
Performance-Based
($ millions)
|
|
Russ Covode
|
||||
|
Registered Investment Companies*
|
6
|
3,952
|
-
|
-
|
|
Other Pooled Investment Vehicles**
|
14
|
14,463
|
2
|
1,250
|
|
Other Accounts***
|
41
|
11,392
|
1
|
155
|
|
Daniel Doyle
|
||||
|
Registered Investment Companies*
|
7
|
4,316
|
-
|
-
|
|
Other Pooled Investment Vehicles**
|
16
|
16,329
|
2
|
1,250
|
|
Other Accounts***
|
40
|
11,370
|
1
|
155
|
|
Patrick Flynn
|
||||
|
Registered Investment Companies*
|
6
|
3,952
|
-
|
-
|
|
Other Pooled Investment Vehicles**
|
16
|
14,629
|
2
|
1,250
|
|
Other Accounts***
|
40
|
11,370
|
1
|
155
|
|
Thomas P. O’Reilly
|
||||
|
Registered Investment Companies*
|
7
|
4,316
|
-
|
-
|
|
Other Pooled Investment Vehicles**
|
18
|
16,486
|
2
|
1,250
|
|
Other Accounts***
|
41
|
11,392
|
1
|
155
|
|
*
|
Registered Investment Companies include: Mutual Funds.
|
|
**
|
A portion of certain accounts may be managed by other portfolio managers; however, the total assets of such accounts are included above even though the portfolio manager listed above is not involved in the day-to-day management of the entire account.
|
|
***
|
Other Accounts include: Institutional Separate Accounts, Sub-Advised Accounts and Managed Accounts (WRAP Accounts).
|
|
Portfolio Manager
|
Dollar Range of Equity Securities Owned in the Registrant
|
|
Russ Covode
|
A
|
|
Daniel Doyle
|
A
|
|
Patrick Flynn
|
A
|
|
Thomas P. O’Reilly
|
C
|
|
A = None
B = $1-$10,000
C = $10,001 - $50,000
D =$50,001-$100,000
|
E = $100,001-$500,000
F = $500,001-$1,000,000
G = Over $1,000,000
|
| (a) |
Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) as of a date within 90 days of the filing date of this report, the Chief Executive Officer and President and the Treasurer and Principal Financial and Accounting Officer of the Registrant have concluded that such disclosure controls and procedures are effectively designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is accumulated and communicated to the Registrant’s management to allow timely decisions regarding required disclosure.
|
| (b) |
There were no significant changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
|
| (a) |
The Fund did not engage in any securities lending activity during the fiscal year ended October 31, 2017.
|
| (b) |
The Fund did not did not engage in any securities lending activity and did not engage a securities lending agent during the fiscal year ended October 31, 2017.
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| (a)(1) |
A copy of the Code of Ethics is incorporated by reference to Neuberger Berman Advisers Management Trust’s Form N-CSRS, Investment Company Act file number 811-04255 (filed August 25, 2016).
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| (a)(2) |
The certifications required by Rule 30a-2(a) under the Act and Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) are filed herewith.
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| (a)(3) |
Not applicable to the Registrant.
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| (a)(4) |
Not applicable to the Registrant.
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| (b) |
The certification required by Rule 30a-2(b) under the Act and Section 906 of the Sarbanes-Oxley Act is furnished herewith.
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