As filed with the Securities and Exchange Commission on April 19, 2022
1933 Act File No. 333-257996
1940 Act File No. 811-22396
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
Check appropriate box or boxes
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO. [ ]
[X] POST-EFFECTIVE AMENDMENT NO. 1
and/or
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] AMENDMENT NO. 4
Neuberger Berman High Yield Strategies Fund Inc.
(Registrant Exact Name of as Specified in Charter)
c/o Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, New York 10104-0002
(Address of Principal Executive Offices)
212-476-8800
(Registrant’s Telephone Number, including Area Code)
Joseph V. Amato
Chief Executive Officer and President
Neuberger Berman High Yield Strategies Fund Inc.
c/o Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, New York 10104-0002
(Name and Address of Agent for Service)
With copies to:
Jennifer R. Gonzalez, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006
Approximate Date of Proposed Public Offering: From time to time after the effective date of this Registration Statement.
[ ] The only securities being registered on this Form are being offered pursuant to a dividend or interest reinvestment plan.
[X] Any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, (“Securities Act”) other
than securities offered in connection with a dividend reinvestment plan.
[ ] This Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
[ ] This Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act.
[ ] This Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act.
It is proposed that this filing will become effective (check appropriate box):
[ ] when declared effective pursuant to section 8(c) of the Securities Act
If appropriate, check the following box:
[ ] This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
[ ] This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of
the earlier effective registration statement for the same offering is: _______.
[ ] This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective
registration statement for the same offering is: ______.
[X] This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective
registration statement for the same offering is: 333-257996.
Check each box that appropriately characterizes the Registrant:
[X] Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).
[ ] Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act.
[ ] Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
[X] A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
[ ] Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
[ ] Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934).
[ ] If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[ ] New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-257996 and 811-22396) of Neuberger Berman High Yield Strategies Fund Inc. (the “Registration Statement”) is being filed
pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page,
this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule
462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C: OTHER INFORMATION
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Item 25.
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Financial Statements and Exhibits
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The agreements included or incorporated by reference as exhibits to this Registration Statement contain representations and warranties by each of
the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but
rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the
applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement.
The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether
additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Registration Statement not misleading.
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(1)
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Financial Statements
Included in Part A:
Registrant’s Financial Highlights for the fiscal years ended October 31, 2021, 2020, 2019, 2018, 2017, 2016, 2015,
2014, 2013 and 2012 are incorporated in Part A by reference to the Funds’ Annual Report on Form N-CSR for the fiscal year ended October 31, 2016 and Annual Report on Form N-CSR for the fiscal year ended October 31, 2021 as filed with the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR Accession No. 0000898432-16-001803 on January 8, 2017 and Accession No.
0000898432-22-000023 on January 5, 2022, respectively.
Included in Part B:
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(2)
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Exhibits
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(a)
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(i)
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(ii)
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(iii)
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(iv)
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(v)
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(b)
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(i)
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(c)
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Not applicable.
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(d)
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(i)
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Articles Sixth, Ninth, Tenth, Eleventh and Thirteenth of the Articles of Incorporation. Incorporated by Reference to Item 2(a) above.
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(ii)
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Articles II, VI and X of the Amended and Restated Bylaws. Incorporated by reference to Item 2(b)(i) above.
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(iii)
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(iv)
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(e)
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(f)
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Not applicable.
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(g)
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(i)
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(ii)
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(h)
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(i)
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(i)
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Not applicable.
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(j)
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(i)
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(ii)
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(k)
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(i)
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(ii)
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(iii)
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(iv)
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Item 26.
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Marketing Arrangements
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The information contained under the heading “Plan of Distribution” in the Prospectus is incorporated by reference, and any information concerning any underwriters will be contained in the
accompanying prospectus supplement, if any.
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Item 27.
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Other Expenses of Issuance and Distribution
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Registration and Filing Fees
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$
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13,921.40
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FINRA Fees
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12,000
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Legal Fees and Expenses
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350,000
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Accounting Fees and Expenses
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7,800
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Miscellaneous Expenses
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114,120
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Total
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$
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497,841.40(1)
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Estimate is based on the aggregate estimated expenses to be incurred during a three year shelf offering period.
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Item 28.
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Persons Controlled by or Under Common Control
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None.
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Item 29.
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Number of Holders of Securities
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Set forth below is the number of record holders as of March 15, 2022 of each class of outstanding securities of the Registrant:
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Title of Class
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Number of
Record
Holders
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Shares of Common Stock, par value $0.0001 per share
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15
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Preferred Stock (MRPS Series C)
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3
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Article Twelfth of the Registrant’s Articles of Incorporation and Article IX of the Registrant's Bylaws provide that the Fund shall indemnify its present and past directors, officers, employees
and agents, and persons who are serving or have served at the Fund’s request in similar capacities for, other entities to the maximum extent permitted by applicable law (including Maryland law and the 1940 Act), provided, however, that a transfer
agent is not entitled to such indemnification unless specifically approved by the Fund's Board of Directors. Section 2-418(b)
of the Maryland General Corporation Law (“Maryland Code”) permits the Registrant to indemnify its directors unless it is proved that the act or omission of the director was material to the cause
of action adjudicated in the proceeding, and (a) the act or omission was committed in bad faith or was the result of active or deliberate dishonesty or (b) the director actually received an improper personal benefit in money, property or services or
(c) in the case of a criminal proceeding, the director had reasonable cause to believe the act or omission was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses incurred in connection with
a proceeding, in accordance with the Maryland Code. Pursuant to Section 2-418 of the Maryland Code, the Registrant is permitted to indemnify its officers, employees and agents to the same extent. The provisions set forth above apply insofar as
consistent with Section 17(h) of the Investment Company Act of 1940, as amended (“1940 Act”), which prohibits indemnification of any director or officer of the Registrant against any liability to the Registrant or its shareholders to which such
director or officer otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s
receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or on his behalf to repay the
amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
Sections 9.1 and 9.2 of the Management Agreement between Neuberger Berman Investment Advisers LLC (“NBIA”) and the Registrant provide that neither NBIA nor any director, officer or employee of
NBIA performing services for the Registrant at the direction or request of NBIA in connection with NBIA’s discharge of its obligations under the Management Agreement shall be liable for any error of judgment or mistake of law or for any loss suffered
by the Registrant in connection with any matter to which the Management Agreement relates; provided, that nothing herein contained shall be construed (i) to protect NBIA against any liability to the Registrant or its Stockholders to which NBIA would
otherwise be subject by reason of NBIA’s misfeasance, bad faith, or gross negligence in the performance of NBIA’s duties, or by reason of NBIA’s reckless disregard of its obligations and duties under the Management Agreement (“disabling conduct”), or
(ii) to protect any director, officer or employee of NBIA who is or was a Director or officer of the Registrant against any liability to the Registrant or its Stockholders to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office with the Registrant. The Registrant will indemnify NBIA against, and hold it harmless from, any and all expenses (including
reasonable counsel fees and expenses) incurred investigating or defending against claims for losses or liabilities described above not resulting from
negligence, disregard of its obligations and duties under the Management Agreement or disabling conduct by NBIA. Indemnification shall be made only following: (i) a final decision on the merits
by a court or other body before whom the proceeding was brought that NBIA was not liable by reason of negligence, disregard of its obligations and duties under the Management Agreement or disabling conduct or (ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that NBIA was not liable by reason of negligence, disregard of its obligations and duties under the Management Agreement or disabling conduct by (a) the vote of a majority of a quorum of
directors of the Registrant who are neither “interested persons” of the Registrant nor parties to the proceeding (“disinterested non-party directors”) or (b) an independent legal counsel in a written opinion. NBIA shall be entitled to advances from
the Registrant for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification under the Management Agreement in the manner and to the fullest extent permissible under the Maryland General
Corporation Law. NBIA shall provide to the Registrant a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Registrant has been met and a written undertaking to repay any such advance if it
should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) NBIA shall provide security in form and amount acceptable to the Registrant for its
undertaking; (b) the Registrant is insured against losses arising by reason of the advance; or (c) a majority of a quorum of the full Board of Directors of the Registrant, the members of which majority are disinterested non-party directors, or
independent legal counsel, in a written opinion, shall have determined, based on a review of facts readily available to the Registrant at the time the advance is proposed to be made, that there is reason to believe that NBIA will ultimately be found
to be entitled to indemnification under the Management Agreement.
Sections 11.1 and 11.2 of the Administration Agreement between the Registrant and NBIA provide that neither NBIA nor any director, officer or employee of NBIA performing services for the
Registrant at the direction or request of NBIA in connection with NBIA’s discharge of its obligations under the Administration Agreement shall be liable for any error of judgment or mistake of law or for any loss suffered by the Registrant in
connection with any matter to which the Administration Agreement relates; provided, that nothing herein contained shall be construed (i) to protect NBIA against any liability to the Registrant or its Stockholders to which NBIA would otherwise be
subject by reason of NBIA’s misfeasance, bad faith, or gross negligence in the performance of NBIA’s duties, or by reason of NBIA’s reckless disregard of its obligations and duties under the Administration Agreement (“disabling conduct”), or (ii) to
protect any director, officer or employee of NBIA who is or was a Director or officer of the Registrant against any liability to the Registrant or its Stockholders to which such person would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office with the Registrant. The Registrant will indemnify NBIA against, and hold it harmless from, any and all expenses (including reasonable counsel
fees and expenses) incurred investigating or defending against claims for losses or liabilities described above not resulting from negligence, disregard of its obligations and duties under the Administration Agreement or disabling conduct by NBIA.
Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that NBIA was not liable by reason of negligence, disregard of its obligations and duties under the
Administration Agreement or disabling conduct or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that NBIA was not liable by reason of negligence, disregard of its obligations and duties under the
Administration Agreement or disabling conduct by (a) the vote of a majority of a quorum of
directors of the Registrant who are neither “interested persons” of the Registrant nor parties to the proceeding (“disinterested non-party directors”) or (b) an independent legal counsel in a
written opinion. NBIA shall be entitled to advances from the Registrant for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification under the Administration Agreement in the manner and
to the fullest extent permissible under the Maryland General Corporation Law. NBIA shall provide to the Registrant a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Registrant has been
met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) NBIA shall provide
security in form and amount acceptable to the Registrant for its undertaking; (b) the Registrant is insured against losses arising by reason of the advance; or (c) a majority of a quorum of the full Board of Directors of the Registrant, the members
of which majority are disinterested non-party directors, or independent legal counsel, in a written opinion, shall have determined, based on a review of facts readily available to the Registrant at the time the advance is proposed to be made, that
there is reason to believe that NBIA will ultimately be found to be entitled to indemnification under the Administration Agreement.
Additionally, the Registrant and the other funds in the Neuberger Berman Fund Complex jointly maintain, at their own expense, E&O/D&O insurance policies for the benefit of their
Directors, officers and certain affiliated persons. The Registrant will pay a pro rata portion of the premium on such insurance policies.
Insofar as indemnification for liability arising under the 1933 Act, may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Item 31.
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Business and Other Connections of Investment Adviser
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There is set forth below information as to any other business, profession, vocation or employment of a substantial nature in which each director or officer of Neuberger
Berman Investment Advisers LLC (“NBIA”) is, or at any time during the past two years has been, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee.
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NAME
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BUSINESS AND OTHER CONNECTIONS
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Joseph V. Amato
President – Equities and Chief
Investment Officer – Equities,
NBIA
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Chief Executive Officer and President, Neuberger Berman Holdings LLC (including its predecessor, Neuberger Berman Inc.); President and Director of Neuberger Berman Group LLC; Chief
Executive Officer and President, NB BD LLC; Trustee/Director, eleven registered investment companies for which NBIA acts as investment manager and/or administrator; Chief Executive Officer and President, eleven registered investment companies
for which NBIA acts as investment manager and/or administrator; Portfolio Manager.
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Thanos Bardas
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Ashok Bhatia
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Jennifer Blachford
Senior Vice President, NBIA
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Senior Vice President, NB BD LLC; Associate Portfolio Manager.
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James Bowden
Managing Director, NBIA
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Managing Director, NB BD LLC; Managing Director, NB Alternatives Advisers LLC (“NBAA”).
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Claudia A. Brandon
Senior Vice President, NBIA
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Senior Vice President, NB BD LLC; Executive Vice President and Secretary, thirty-two registered investment companies for which NBIA acts as investment manager and/or administrator.
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Richard N. Bradt
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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David M. Brown
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Chad Bruso
Senior Vice President, NBIA
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Senior Vice President, NB BD LLC; Portfolio Manager.
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John Buser
Managing Director, NBIA
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Managing Director, NB BD LLC; President and Managing Director, NBAA.
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Stephen J. Casey
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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NAME
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BUSINESS AND OTHER CONNECTIONS
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Brad E. Cetron
Chief Compliance Officer,
Head of Compliance and
Managing Director of
Compliance, NBIA
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Chief Compliance Officer and Managing Director, NB BD LLC.
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Elias Cohen
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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William R. Covode
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Timothy Creedon
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Kai Cui
Senior Vice President
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Portfolio Manager.
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Robert W. D’Alelio
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Derek Devens
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Daniel Doyle
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Ingrid Dyott
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Steven Eisman
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Rory Ewing
Senior Vice President, NBIA
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Senior Vice President, NB BD LLC; Portfolio Manager.
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Savonne L. Ferguson
Chief Compliance Officer –
Mutual Funds, Associate
General Counsel, and Senior
Vice President, NBIA
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Chief Compliance Officer, thirty-two registered investment companies for which NBIA acts as investment manager and/or administrator.
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Michael Foster
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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NAME
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BUSINESS AND OTHER CONNECTIONS
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Jacob Gamerman
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Rand W. Gesing
Senior Vice President, NBIA
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Senior Vice President, NB BD LLC; Portfolio Manager.
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Jennifer Gorgoll
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Michael C. Greene
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Jeffrey Hunn
Senior Vice President, NBIA
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Senior Vice President, NB BD LLC; Portfolio Manager.
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William Hunter
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Fred Ingham
Managing Director, NBIA
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Portfolio Manager.
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James L. Iselin
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Corey A. Issing
General Counsel – Mutual
Funds and
Managing Director, NBIA
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Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), thirty-two registered investment companies for which NBIA acts as investment manager
and/or administrator.
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Brian C. Jones
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Charles Kantor
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Tokufumi Kato
Managing Director, NBIA
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Portfolio Manager.
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Hakan Kaya
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Brian Kerrane
Chief Operating Officer –
Mutual Funds and Managing
Director, NBIA
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Managing Director, NB BD LLC; Chief Operating Officer, and Vice President, thirty-two registered investment companies for which NBIA acts as investment manager and/or
administrator.
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NAME
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BUSINESS AND OTHER CONNECTIONS
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Eric Knutzen
Managing Director, NBIA
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Managing Director, NB BD LLC; Multi-Asset Class Chief Investment Officer, Neuberger Berman Group LLC; Portfolio Manager.
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Christopher Kocinski
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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David Kupperman
Managing Director, NBIA
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Managing Director, NB BD LLC; Managing Director, NBAIM; Portfolio Manager.
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Nathan Kush
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Sajjad S. Ladiwala
Managing Director, NBIA
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Managing Director, NB BD LLC; Associate Portfolio Manager; Portfolio Manager.
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David Levine
Senior Vice President, NBIA
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Senior Vice President, NB BD LLC; Portfolio Manager.
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Richard S. Levine
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Joseph Lind
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Brian Lord
Chief Compliance Officer –
Fixed Income and Senior Vice
President, NBIA
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Senior Vice President, NB BD LLC.
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James Lyman
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Joseph P. Lynch
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Jeffrey Majit
Managing Director, NBIA
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Managing Director, NB BD LLC; Managing Director, NBAIM; Portfolio Manager.
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Jared Mann,
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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James F. McAree
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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NAME
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BUSINESS AND OTHER CONNECTIONS
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Kevin McCarthy
Senior Vice President, NBIA
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Senior Vice President, NB BD LLC; Portfolio Manager.
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Matthew McGinnis
Senior Vice President, NBIA
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Senior Vice President, NB BD LLC; Portfolio Manager.
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S. Blake Miller
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Norman Milner
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Trevor Moreno
Vice President, NBIA
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Senior Vice President, NB BD LLC; Portfolio Manager.
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Richard S. Nackenson
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Benjamin H. Nahum
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Eric J. Pelio
Senior Vice President, NBIA
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Senior Vice President, NB BD LLC; Portfolio Manager.
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Alexandra Pomeroy
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Douglas A. Rachlin
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Hari Ramanan
Managing Director, NBIA
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Portfolio Manager.
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Marc Regenbaum
Managing Director, NBIA
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Managing Director, NB BD LLC; Portfolio Manager.
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Brett S. Reiner
Managing Director, NBIA
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Managing Director, NB BD LLC; Associate Portfolio Manager.
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Joana Rocha Schaff
Managing Director, NBIA
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Managing Director, NB BD LLC; Managing Director, NBAA.
|
|
Conrad A. Saldanha
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
NAME
|
BUSINESS AND OTHER CONNECTIONS
|
|
Eli M. Salzmann
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
John San Marco
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
|
Benjamin E. Segal
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
Linda Sharaby
Secretary and Managing Director, NBIA
|
Managing Director and Secretary, NB BD LLC; Managing Director and Secretary, Neuberger Berman Holdings LLC.
|
|
Steve Shigekawa
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
Ronald B. Silvestri
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
Jonathan Shofet
Managing Director, NBIA
|
Managing Director, NB BD LLC; Managing Director, NBAA.
|
|
Brian Smith
Managing Director, NBIA
|
Managing Director, NB BD LLC; Chief Operating Officer and Managing Director, NBAA.
|
|
Amit Solomon
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
Gregory G. Spiegel
Managing Director, NBIA
|
Managing Director, NB BD LLC; Associate Portfolio Manager.
|
|
David Stonberg
Managing Director, NBIA
|
Managing Director, NB BD LLC; Managing Director, NBAA.
|
|
Robert Surgent
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
Brad Tank
President - Fixed Income and
Chief Investment Officer -
Fixed Income, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
Jason Tauber
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
NAME
|
BUSINESS AND OTHER CONNECTIONS
|
|
Shawn Trudeau
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
|
Kenneth J. Turek
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
Anthony Tutrone
Managing Director, NBIA
|
Managing Director, NB BD LLC; Chief Executive Officer and Managing Director, NBAA.
|
|
James Tyre
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
|
Gorky Urquieta
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
Judith M. Vale
Managing Director, NBIA
|
Managing Director, NB BD LLC; Portfolio Manager.
|
|
Niketh Velamoor
Senior Vice President, and
Associate General Counsel,
NBIA
|
Senior Anti-Corruption and Anti-Money Laundering Officer and Senior Vice President, NB BD LLC; Anti-Money Laundering Compliance Officer, four registered investment companies for which
NBIA acts as investment manager and/or administrator.
|
|
Leo Anthony Viola
Treasurer and Managing
Director, NBIA
|
Treasurer and Managing Director, NB BD LLC; Treasurer, NBAA.
|
|
Peter Von Lehe
Managing Director, NBIA
|
Managing Director, NB BD LLC; Managing Director, NBAA.
|
|
David Yi Wan
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
|
Eric Zhou
Senior Vice President, NBIA
|
Senior Vice President, NB BD LLC; Portfolio Manager.
|
The principal address of NBIA and each of the investment companies named above is 1290 Avenue of the Americas, New York, New York 10104-0002.
|
Item 32.
|
Location of Accounts and Records
|
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, as amended, and the rules promulgated thereunder with respect to the
Registrant are maintained at the offices of State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111, except for the Registrant’s Articles of Incorporation and By-Laws,
minutes of meetings of the Registrant’s Directors and shareholders and the Registrant’s policies and contracts, which are maintained at the offices of the Registrant, 1290
Avenue of the Americas, New York, New York 10104-0002.
|
Item 33.
|
Management Services
|
Not applicable.
1. The Registrant undertakes to suspend offering of Common Stock until the prospectus is amended if (1) subsequent to the effective date of this Registration Statement, the net
asset value declines more than 10 percent from its net asset value as of the effective date of this Registration Statement or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.
2. Not applicable.
3. The Registrant undertakes:
a. to file, during a period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(1) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(2) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post- effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(3) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
b. that for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
c. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
d. that, for the purpose of determining liability under the Securities Act to any purchaser:
(1) if the Registrant is subject to Rule 430B:
(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(2) if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
e. that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications,
the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;
(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information
about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
4. The Registrant undertakes that:
a. For the purpose of determining any liability under the 1933 Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to 497(h) under the 1933 Act shall be deemed to be part of the Registration Statement as of the time it was declared effective; and
b. For the purpose of determining any liability under the 1933 Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
5. Not applicable.
6. Not applicable.
7. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral
request, any prospectus or Statement of Additional Information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective
No. 1 to its Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on the 19th day of April, 2022.
| |
Neuberger Berman High Yield Strategies Fund Inc.
|
| |
|
|
| |
By:
|
/s/ Joseph V. Amato
|
|
| |
Name:
|
Joseph V. Amato
|
| |
Title:
|
President and Chief Executive Officer
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
|
/s/ Joseph V. Amato
|
President, Chief Executive Officer
and Director
|
April 19, 2022
|
|
Joseph V. Amato
|
|
|
|
/s/ John M. McGovern
|
Treasurer and Principal Financial and
Accounting Officer
|
April 19, 2022
|
|
John M. McGovern
|
|
|
|
/s/ Michael J. Cosgrove
|
Director
|
April 19, 2022
|
|
Michael J. Cosgrove*
/s/ Marc Gary
|
Director
|
April 19, 2022
|
|
Marc Gary*
|
|
|
|
/s/ Martha C. Goss
|
Director
|
April 19, 2022
|
|
Martha C. Goss*
|
|
|
| |
|
|
|
/s/ Michael M. Knetter
|
Director
|
April 19, 2022
|
|
Michael M. Knetter*
|
|
|
|
/s/ Deborah C. McLean
|
Director
|
April 19, 2022
|
|
Deborah C. McLean*
|
|
|
|
/s/ George W. Morriss
|
Director
|
April 19, 2022
|
|
George W. Morriss*
|
|
|
|
/s/ Tom D. Seip
|
Chairman of the Board and Director
|
April 19, 2022
|
|
Tom D. Seip*
|
|
|
|
/s/ James G. Stavridis
|
Director
|
April 19, 2022
|
|
James G. Stavridis*
|
|
|
*Signatures affixed by Jennifer Gonzalez on April 19, 2022, pursuant to a power of attorney filed herewith.
INDEX TO EXHIBITS
Subscription A
gent Agreement
Between
Neuberger Berman High Yield Strategies Fund Inc.
And
Computershare Trust Company, N.A.
And
Computershare Inc.
| Subscription Agent Agreement 042920 |
Page 1 |
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”), dated as of April [ ], 2022 (the “Effective Date”), is by and between Neuberger
Berman High Yield Strategies Fund Inc., a Maryland corporation ("Company"), and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), and
Computershare Inc., a Delaware corporation (“Computershare”, and together with Trust Company, “Agent”).
1. Appointment.
1.1 Company is making an offer (the “Subscription Offer”) to issue to the holders of record of its outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at the close of business on [April 19, 2022] (the “Record Date”), the right to subscribe for and purchase (each, a “Right”, and
collectively, the “Rights”) shares of common stock (the “Additional Common Stock”) at a estimated purchase price of $10.53 per share of the Additional Common Stock (the “Subscription Price”), payable as described on the Subscription Form (as defined below) sent to eligible common Stockholders (“StockholdersStockholders”), upon the terms and conditions set forth herein. The term “Subscribed” shall mean submitted for purchase from Company by a stockholder in accordance with the terms of the Subscription Offer, and the term “Subscription(s)” shall mean
any such submission. Company hereby appoints Agent to act as subscription agent in connection with the Subscription Offer and Agent hereby accepts such appointment in accordance with and subject to the terms and conditions of this Agreement.
1.2 The Subscription Offer will expire at _5:00 p.m., Eastern Time, on May 17, 2022 (the “Expiration Time”), unless Company shall have extended the period of time for which the Subscription Offer is
open, in which event the term “Expiration Time” shall mean the latest time and date at which the Subscription Offer, as so extended by Company from time to time, shall expire.
1.3 Company filed a registration statement relating to the Additional Common Stock with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), on July
16, 2021, and such registration statement was declared effective on April 7, 2022. The terms of the Additional Common Stock are more fully described in the prospectus and form of prospectus supplement forming a part of the registration statement as it
was declared effective and the final prospectus supplement filed with the Securities and Exchange Commission. All terms used and not defined herein shall have the same meaning(s) as in the prospectus and prospectus supplement.
1.4 Promptly after the Record Date, Company or its transfer agent will furnish Agent with a certified list in a format acceptable to Agent of holders of record of the Common Stock at the Record Date, including each such holder’s name,
address, taxpayer identification number (“TIN”), share amount with applicable tax lot detail, any certificate detail and information regarding any applicable account stops or blocks (the “Record Stockholders List”).
2. Subscription of Rights.
2.1 The Rights entitle the holders to subscribe, upon payment of the Subscription Price, for shares of the Additional Common Stock at the rate of one (1) share(s) for each three (3) Rights (the “Basic
Subscription Privilege”). No fractional Rights will be issued, but the Subscription Offer includes a step-up privilege entitling the holder of fewer than three (3) Rights to subscribe for and pay the Subscription Price for one full share of
the Common Stock.
2.2 If subscribing Stockholders who exercise their Rights in full are entitled to exercise an oversubscription right, then Company shall provide Agent with instructions regarding the allocation to such Stockholders of the Additional Common
Stock after the initial allocation thereof.
| Subscription Agent Agreement 042920 |
Page 2 |
2.3 Except as otherwise indicated to Agent by Company in writing, all of the Common Stock delivered hereunder upon the exercise of the Rights will be delivered free of restrictive legends. Company shall, if applicable, inform Agent as soon
as possible in advance as to whether any Common Stock issued hereunder is to be issued with restrictive legend(s) and, if so, Company shall provide the appropriate legend(s) and a list identifying the affected Stockholders, certificate numbers (if
applicable) and share amounts for such affected Stockholders.
3. Duties of Subscription Agent.
3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s), and furnish a
copy of such records to Company.
3.2 Promptly after Agent receives the Record Stockholders List, Agent shall:
(a) mail or cause to be mailed, by first class mail, to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada, (i) a
subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”), a form of which is attached hereto as Exhibit A, (ii) a copy of the
prospectus and prospectus supplement and (iii) a return envelope addressed to Agent.
(b) At the direction of Company, mail or cause to be mailed, to each holder of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or
is an A.P.O. or a F.P.O. address, a copy of the prospectus and prospectus supplement. Agent shall refrain from mailing the Subscription Form to any holder of the Common Stock of record on the Record Date whose address of record is outside the United
States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form for the account of such stockholder subject to such stockholder making satisfactory arrangements with Agent for the exercise or other disposition of the
Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements is received at or before 11:00 a.m., Eastern Time, on May 10, 2022. In the event that a
request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as to the number of shares of the Additional Common Stock, if any, Agent is authorized to issue.
(c) Upon request by Company, Agent shall mail or deliver a copy of the prospectus and prospectus supplement (i) to each assignee or transferee of the Rights upon receiving appropriate documentation
satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights.
(d) Agent shall accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) on or prior to the Expiration Time in accordance with the Subscription Form.
|
(e) |
Agent shall accept Subscriptions, without further authorization or direction from Company, without procuring supporting legal papers or other proof of authority to sign (including, without limitation, proof of appointment of a fiduciary or
other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person:
|
| Subscription Agent Agreement 042920 |
Page 3 |
|
(i) |
If the Right is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciary, provided, that the Additional Common Stock is to be issued in the name of such fiduciary;
|
|
(ii) |
If the Right is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that the Additional Common Stock is to be issued in the names of such joint tenants; or
|
|
(iii) |
If the Right is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer or agent thereof, provided, that the Additional Common
Stock is to be issued in the name of such corporation.
|
|
(f) |
Each document received by Agent relating to its duties hereunder shall be dated and time stamped when received at the applicable address(es) as outlined in the offering documents.
|
|
(g) |
Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect to the acceptance or rejection of all Subscriptions received after the Expiration Time.
Subscriptions not authorized to be accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms and conditions of the Subscription Form will be rejected and returned to the applicable stockholder.
|
|
(h) |
Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being
issued, as applicable, are:
|
|
(i) |
Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the
Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and
|
|
(ii)
|
Validly issued, fully paid and non-assessable.
|
4. Acceptance of Subscriptions.
4.1 Following Agent’s first receipt of Subscriptions, on each business day, or more frequently if reasonably requested as to major tally figures, forward a report by email to corey.issing@nb.com; Michael.schechner@nb.com; bkerrane@nb.com;
tmaltese@nb.com (the “Company Representative”) as to the following information, based upon a preliminary review (and at all times subject to a final determination by Company) as of the close of business on the
preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the total number of shares of the Additional Common Stock Subscribed for; (ii) the total number of the Rights sold; (iii) the total number of the
Rights partially Subscribed for; (iv) the amount of funds received; and (v) the cumulative totals in categories (i) through (iv), above.
4.2 As promptly as possible following the Expiration Time, advise the Company Representative by email of (i) the number of shares of the Additional Common Stock Subscribed for and (ii) the number of shares of the Additional Common Stock
unsubscribed for.
| Subscription Agent Agreement 042920 |
Page 4 |
5. DEPOSIT OF FUNDS.
5.1 Upon acceptance of a Subscription, all funds accompanying a Subscription and received by Computershare under this Agreement that are to be held by Computershare in the performances of services hereunder (the
“Funds”) shall be held by Computershare as agent for Company. Until paid or distributed in accordance with this Agreement, the Funds shall be deposited in one or more bank accounts to be maintained by
Computershare in its name as agent for Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) bank accounts, short term certificates of deposit, and disbursement accounts with
commercial banks with Tier 1 capital exceeding $10 billion and with an average credit rating above BBB+ by S&P (LT Local Issuer Credit Rating) Baa1 byMoody’s (Long Term Rating) and BBB+ by Fitch Ratings, Inc. (LT Issuer Default Rating) (each as
reported by Bloomberg Finance L.P.), and (ii) cash management sweeps to AAA stable NAV money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940. Agent shall furnish, upon Company’s reasonable request, reports to Company
showing the current balances of such accounts. The Funds shall not be used for any purpose that is not expressly provided for in this Agreement.
5.2 Company nor its shareholders shall have any responsibility or liability for any diminution of the Funds (i.e., loss of principal) that may result from any deposit or investment made by Computershare in
accordance with this Section 5, excluding any losses resulting from a default by any bank orfinancial institution selected in accordance with Section 5.1. Computershare may from time to time receive interest, dividends or other earnings in connection
with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to Company, any holder or any other party.
5.3 Computershare is acting as Agent hereunder and is not a debtor of Company in respect of the Funds.
6. Completion of Subscription Offer.
6.1 Upon completion of the Subscription Offer, Agent shall request the transfer agent for the Company’s Common Stock to issue the appropriate number of shares of the Additional Common Stock as required in order to effectuate the
Subscriptions.
6.2 The Rights shall be issued in registered, book-entry form only. Agent shall keep books and records of the registration, transfer and exchange of the Rights (the “Rights Register”).
6.3 All of the Rights issued upon any registration of transfer or exchange of the Rights shall be the valid obligations of Company, evidencing the same obligations and entitled to the same benefits under this Agreement as the Rights
surrendered for such registration of transfer or exchange; provided, that until such transfer or exchange is registered in the Rights Register, Company and Agent may treat the registered holder thereof as the owner for all purposes.
6.4 For so long as this Agreement shall be in effect, Company will reserve for issuance and keep available free from preemptive rights a sufficient number of shares of the Additional Common Stock to permit the exercise in full of all of the
Rights issued pursuant to the Subscription Offer.
6.5 Company shall take any and all action, including, without limitation, obtaining the authorization, consent, lack of objection, registration or approval of any governmental authority, or the taking of any other action under the laws of
the United States of America or any political subdivision thereof, to insure that all of the shares of the Additional Common Stock issuable upon the exercise of the Rights (subject to payment of the Subscription Price) will be duly and validly issued
and fully paid and non-assessable shares of the Common Stock, free from all preemptive rights and taxes, liens, charges and security interests created by or imposed upon Company with respect thereto.
| Subscription Agent Agreement 042920 |
Page 5 |
6.6 Company shall, from time to time, take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents and approvals of the Securities and Exchange Commission and any other governmental agency or
authority and make such filings under federal and state laws, which may be necessary or appropriate in connection with the issuance, sale, transfer and delivery of the Rights or the Additional Common Stock issued upon the exercise of the Rights.
7. Procedure for Discrepancies. Agent shall follow its regular procedures to attempt to reconcile any discrepancies between the number of shares of
Additional Common Stock that any Subscription Form may indicate are to be issued to a stockholder upon the exercise of the Rights and the number that the Record Stockholders List indicates may be issued to such stockholder. In any instance where Agent
cannot reconcile such discrepancies by following such procedures, Agent will consult with Company for instructions as to the number of shares of Additional Common Stock, if any, Agent is authorized to issue. In the absence of such instructions, Agent
is authorized not to issue any shares of Additional Common Stock to such stockholder and will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from
losses or liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any
Subscription Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.
8. Procedure for Deficient Items.
8.1 Agent shall examine the Subscription Form(s) received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the Subscription Offer. In the event that Agent determines that any
Subscription Form does not appear to have been properly completed or executed, or to be in proper form, or any other deficiency in connection with the Subscription Form appears to exist, Agent shall follow, where possible, its regular procedures to
attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the Subscription, unless Company provides written authorization to waive such deficiency.
8.2 If a Subscription Form specifies that shares of the Additional Common Stock are to be issued to a person other than the person in whose name a surrendered Right is registered, Agent will not issue such shares until such Subscription
Form has been properly endorsed with the signature guaranteed in a manner acceptable to Agent (or otherwise put in proper form for transfer).
8.3 If any such deficiency is neither corrected nor waived, Agent will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from losses or
liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any Subscription
Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.
9. Tax Reporting.
9.1 Agent shall prepare and file with the appropriate governmental agency and mail to each stockholder, as applicable, all appropriate tax information forms, including, but not limited to, Forms 1099-B, covering payments or any other
distributions made by Agent pursuant to this Agreement during each calendar year, or any portion thereof, during which Agent performs services hereunder, as described in the attached Exhibit B. Any cost basis or tax adjustments required after the
Effective Time will incur additional fees.
| Subscription Agent Agreement 042920 |
Page 6 |
9.2 With respect to any surrendering stockholder whose TIN has not been certified as correct, Agent shall deduct and withhold the appropriate backup withholding tax from any payment made to such stockholder pursuant
to the Internal Revenue Code.
9.3 Should any issue arise regarding federal income tax reporting or withholding, Agent shall take such reasonable action as Company may reasonably request in writing. Such action may be subject to additional fees.
10. Authorizations and Protections.
As agent for Company hereunder, Agent:
10.1 Shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by Agent and Company;
10.2 Shall have no obligation to deliver the Additional Common Stock unless Company shall have provided a sufficient number of shares of the Additional Common Stock to satisfy the exercise of the Rights by holders as set forth hereunder;
10.3 Shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any certificates, if applicable, or the Rights represented thereby surrendered hereunder or the
Additional Common Stock issued in exchange therefor, and will not be required to or be responsible for and will make no representations as to, the validity, sufficiency, value or genuineness of the Subscription Offer;
10.4 Shall not be obligated to take any legal action hereunder; if, however, Agent determines to take any legal action hereunder, and where the taking of such action might, in Agent’s judgment, subject or expose it to any expense or
liability, Agent shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it;
10.5 May rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to Agent and
believed by Agent in good faith to be genuine and to have been signed by the proper party or parties;
10.6 Shall not be liable or responsible for any recital or statement contained in the Subscription Offer or any other documents relating thereto;
10.7 Shall not be liable or responsible for any failure of the Company or any other party to comply with any of its covenants and obligations relating to the Subscription Offer, including without limitation obligations under applicable
securities laws;
10.8 Shall not be liable to any holder of the Rights for any Additional Common Stock or dividends thereon or, if applicable, and any related unclaimed property that has been delivered to a public official pursuant to applicable abandoned
property law;
10.9 May, from time to time, rely on instructions provided by Company concerning the services provided hereunder. Further, Agent may apply to any officer or other authorized person of Company for instruction, and may consult with legal
counsel for Agent or Company with respect to any matter arising in connection with the services provided hereunder. Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company under Section 11.2 of this Agreement
for any action taken or omitted by Agent in reliance upon any Company instructions or upon the reasonable written advice or opinion of such informed counsel reasonably experienced with matters related to rights offerings and the
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services provided hereunder. Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company;
10.10 May rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an eligible guarantor institution that is a member or participant in the Securities Transfer Agents Medallion Program
or other comparable signature guarantee program or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have
been altered, changed, amended or repealed;
10.11 Either in connection with, or independent of the instruction term in Section 10.9, above, Agent may consult counsel satisfactory to Agent (including internal counsel), and the reasonable written advice of such counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in reliance upon the advice of such counsel, provided such counsel is reasonably experienced with matters related to
rights offerings and the services provided hereunder;
10.12 May perform any of its duties hereunder either directly or by or through agents or attorneys; and
10.13 Is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person.
11. Representations, Warranties and Covenants.
11.1 Agent. Agent represents and warrants to Company that:
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(a) |
Governance. Trust Company is a federally chartered trust company duly organized, validly existing, and in good standing under the laws of the United States and Computershare is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware and each has full power, authority and legal right to execute, deliver and perform this Agreement; and
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(b) |
Compliance with Laws. The execution, delivery and performance of this Agreement by Agent has been duly authorized by all necessary action, constitutes the legal, valid and binding obligation of Agent enforceable against Agent in
accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict with or result in the breach of any material term, condition or provision of (A) any existing law, ordinance, or
governmental rule or regulation to which Agent is subject, (B) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Agent, (C) Agent’s
incorporation documents or by-laws, or (D) any material agreement to which Agent is a party.
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11.2 Company. Company represents and warrants to Agent that:
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(a) |
Governance. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and it has full power, authority and legal right to enter into and perform this Agreement;
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(b) |
Compliance with Laws. The execution, delivery and performance of this Agreement by Company has been duly authorized by all necessary action, constitutes the legal, valid and binding obligation of Company enforceable against Company
in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate or result in the breach of any material term, condition or provision of (A) any existing law,
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ordinance, or governmental rule or regulation to which Company is subject, (B) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Company,
(C) Company’s incorporation documents or by-laws, as may be amended and restated, (D) any material agreement to which Company is a party, or (E) any applicable stock exchange rules;
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(c) |
Securities Laws. A Registration statement under the 1933 Act has been filed and is currently effective, or will be effective prior to the sale of any Additional Common Stock, and will remain so effective, and all appropriate state
securities law filings have been made with respect to all of the Additional Common Stock being offered for sale, except for any shares of Additional Common Stock which are offered in a transaction or series of transactions which are exempt from
the registration requirements of the 1933 Act and state securities laws; Company will immediately notify Agent of any information to the contrary; and
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(d) |
Shares. The Additional Common Stock issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Additional Common Stock to be issued hereafter, when issued,
shall have been duly authorized, validly issued and fully paid and will be non-assessable.
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12. Indemnification and Limitation of Liability.
12.1 Liability. Agent shall only be liable and shall indemnify and hold Company harmless from and against, and Company shall not be responsible for (i) any Losses (as defined in Section 12.2 below)determined by the parties themselves or by
a court of competent jurisdiction to be a result of Agent’s gross negligence, bad faith or willful misconduct; and (ii) any losses under Section 5; provided that any liability of Agent with respect to (i) above will be limited in the aggregate to the
amounts paid, or to be paid, hereunder by Company to Agent as fees and charges, but not including reimbursable expenses.
12.2 Indemnity. Company shall indemnify and hold Agent harmless from and against, and Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, penalties and related interest, reasonable counsel fees
and expenses, payments, documented expenses and liability (collectively, “Losses”) arising out of or attributable to Agent’s duties under this Agreement or this appointment, including the reasonable costs and
expenses of defending itself against any Loss or enforcing this Agreement, except for any liability of Agent as set forth in Section 11.1, above, and except to the extent such Losses shall have been determined by the parties themselves or by a court of
competent jurisdiction, to be a result of Agent’s gross negligence, bad faith or willful misconduct.
13 Damages. Notwithstanding anything in this Agreement to the contrary, neither party shall be liable to the other for any incidental, indirect, special
or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages.
14. Confidentiality.
14.1 Definition. “Confidential Information” shall mean any and all technical or business information relating to a party, including, without limitation, financial, marketing and product development
information, stockholder data (including any non-public information of such stockholder), proprietary information, and the terms and conditions (but not the existence) of this Agreement, that is disclosed or otherwise becomes known to the other party
or its affiliates, agents or representatives before or during
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the term of this Agreement. Confidential Information constitutes trade secrets and is of great value to the owner (or its affiliates). Confidential Information shall not include any information that is: (a) already known to the other party or its
affiliates at the time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the other party; (c) subsequently disclosed to the other party or its affiliates on a
non-confidential basis by a third party not having a confidential relationship with the owner and which rightfully acquired such information; or (d) independently developed by one party without access to Confidential Information of the other.
14.2 Use and Disclosure. All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and
import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party's prior consent. However, each party may disclose
relevant aspects of the other party's Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not
prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or
hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under
this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are under an obligation to maintain the confidentiality of any Confidential Information.
14.3 Required or Permitted Disclosure. In the event that any requests or demands are made for the disclosure of Confidential Information, other than requests to Agent for stockholder records pursuant to standard subpoenas from state or
federal government authorities (e.g., divorce and criminal actions), the party receiving such request will, to the extent permitted by applicable law, rule or regulation, promptly notify the other party to
secure instructions from an authorized officer of such party as to such request and to enable the other party, as its sole cost and expense, the opportunity to obtain a protective order or other confidential treatment, unless such notification is
otherwise prohibited by law or court order. Each party expressly reserves the right, however, to disclose Confidential Information to any person whenever it is advised by legal counsel that it may be held liable for the failure to disclose such
Confidential Information or if required by law or court order.
14.4 Unauthorized Disclosure. As may be required by law and without limiting any party's rights in respect of a breach of this Section 14, each party will promptly:
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(a)
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Notify the other party in writing of any unauthorized possession, use or disclosure of the other party's Confidential Information by any person or entity that may become known to such party;
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(b)
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Furnish to the other party full details of the unauthorized possession, use or disclosure; and
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(c)
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Use commercially reasonable efforts to prevent a recurrence of any such unauthorized possession, use or disclosure of Confidential Information.
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14.5 Costs. Each party will bear the costs it incurs as a result of compliance with this Section 14.
15. Compensation and Expenses.
15.1 Company shall pay to Agent compensation in accordance with the fee schedule attached as Exhibit B hereto, together with reimbursement for reasonable fees and disbursements of external counsel, regardless of whether any Rights are
surrendered to Agent, for Agent’s services hereunder.
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15.2 Company shall be charged for certain reasonable expenses advanced or incurred by Agent in connection with Agent’s performance of its duties hereunder. Such charges include, but are not limited to, stationery and supplies, such as
checks, envelopes and paper stock, as well as any disbursements for telephone and document creation and delivery. While Agent endeavors to maintain such charges (both internal and external) at competitive rates, these charges may not reflect actual
out-of-pocket costs, and may include handling charges to cover internal processing and use of Agent’s billing systems.
15.3 If any out-of-proof condition caused by Company or any of its prior agents arises during any terms of this agreement, Company will, promptly upon Agent’s request, provide Agent with funds or shares sufficient to resolve the
out-of-proof condition.
15.4 All amounts owed to Agent hereunder are due within thirty (30) days of the invoice date. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing forty-five (45) days from the
invoice date. Company agrees to reimburse Agent for any reasonable attorney’s fees and any other costs associated with collecting delinquent payments.
15.5 Company is responsible for all taxes, levies, duties, and assessments levied on services purchased under this Agreement (collectively, “Transaction Taxes”). Computershare is responsible for
collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Company for such Transaction Taxes that Computershare is obligated to collect upon the
furnishing of services provided hereunder. Company shall pay such Transaction Taxes according to the terms in Section 15.1, above. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that
Computershare collects from Company. To the extent that Company provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Company, invoices
issued for services hereunder provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes. Computershare is solely responsible for the payment of all personal property taxes,
franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to services provided hereunder.
16. Termination. Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party. Unless so terminated, this
Agreement shall continue in effect until ninety (90) days following the Expiration Time. In the event of such early termination, Company will appoint a successor agent and inform Agent of the name and address of any successor agent so appointed,
provided, that no failure by Company to appoint such a successor agent shall affect the termination of this Agreement or the discharge of Agent as agent hereunder. Upon any such termination, Agent shall be relieved and discharged of any further
responsibilities with respect to its duties hereunder. Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to Company or its designee any Subscription Forms or other documents relating to the Subscription Offer
that Agent may receive after its appointment has so terminated.
17. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned by Company or Agent without the written consent of the
other; provided, however, that Agent may, without further consent of Company, assign any of its rights and obligations hereunder to any affiliated agent registered under Rule 17Ac2-1 promulgated under the 1934 Act.
18. Subcontractors and Unaffiliated Third Parties.
18.1 Subcontractors. Agent may, without further consent of Company, subcontract with (a) any affiliates, or (b) unaffiliated subcontractors for such services as may be required from time to time (e.g.,
lost shareholder searches, escheatment, telephone and mailing services); provided, however, that Agent
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shall be as fully responsible to Company for the acts and omissions of any subcontractor as it is for its own acts and omissions.
18.2 Unaffiliated Third Parties. Nothing herein shall impose any duty upon Agent in connection with or make Agent liable for the actions or omissions to act of unaffiliated third parties (other than
subcontractors referenced in Section 18.1, above) such as, by way of example and not limitation, airborne services, delivery services, the U.S. mails, and telecommunication companies, provided, if Agent selected such company, Agent exercised due care
in selecting the same.
19. Miscellaneous.
19.1 Notices. All notices, demands and other communications given pursuant to the terms and provisions hereof shall be in writing, shall be deemed effective on the date of receipt, and may be sent by overnight delivery services, or
by certified or registered mail, return receipt requested to:
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If to Company: |
with an additional copy to:
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Neuberger Berman High Yield Strategies Fund Inc.
1290 Avenue of the Americas, 22nd Floor
New York, NY 10104
BKerrane@nb.com
Attn: Brian Kerrane, Head of Mutual Fund Administration
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General Counsel, Mutual Funds
Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas, 23rd Floor
New York, NY 10104
Corey.Issing@nb.com
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Invoice for fees and services (if different than above):
NB High Yield Strategies Fund
[Address]
[E-mail address]
Attn:
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If to Agent: |
with an additional copy to:
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Computershare Inc.
480 Washington Blvd., 29th Floor
Jersey City, NJ 07310
Attn: Corp Actions Relationship Manager
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Computershare Inc.
150 Royall Street
Canton, MA 02021
Attn: Legal Department
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Or
Computershare Inc.
150 Royall Street
Canton, MA 02021
Attn: Corp Actions Relationship Manager
19.2 No Expenditure of Funds. No provision of this Agreement shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its
rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.
19.3 Publicity. Unless required by law, rule or regulation, neither party hereto shall issue a news release, public announcement, advertisement, or other form of publicity concerning the existence of this Agreement or the services
to be provided hereunder without obtaining the prior written approval of the other party, which may be withheld in the other party’s sole discretion; provided, that (i) Agent may use Company’s name in its customer lists and (ii) Company may include
such descriptions of this Agreement
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and services as are required in the registration statement (including filing a modified version of this Agreement as an exhibit to the registration statement), the prospectus, or the prospectus supplement, or to publicize the Subscription Offer
generally.
19.4 Successors. All the covenants and provisions of this Agreement by or for the benefit of Company or Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.
19.5 Amendments. This Agreement may be amended or modified by a written amendment executed by the parties hereto and, to the extent required, authorized by a resolution of the Board of Directors of Company.
19.6 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
19.7 Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of New York, without regard to principles of conflicts of law. The parties hereto irrevocably (a) submit to the non-exclusive jurisdiction
of any New York State court sitting in New York City or the United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement, (b) waive, to the fullest extent they may
effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding, and (c) waive all right to trial by jury in any action, proceeding or counterclaim arising out of
this Agreement or the transactions contemplated hereby. Agent shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof. Agent may consult with
external foreign counsel, at Company’s reasonable expense, to resolve any foreign law issues that may arise as a result of Company or any other party being subject to the laws or regulations of any foreign jurisdiction.
19.8 Force Majeure. Agent will not be liable for any delay or failure in performance when such delay or failure arises from circumstances beyond its reasonable control, including without limitation acts of God, acts of government in
its sovereign or contractual capacity, acts of public enemy or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics, outbreaks of infectious diseases or
any other public health crises, earthquakes, fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply
shortages, equipment failures, or software malfunctions; provided, however, that Agent shall maintain commercially reasonable disaster recovery and business continuity procedures and shall use commercially reasonable efforts to remove, or work around,
the cause of the delay or failure in performance as soon as reasonably practicable.
19.9 Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only Agent, Company and their respective permitted successors and assigns. No rights shall be granted to any other person by virtue of this
Agreement, and there are no third party beneficiaries hereof.
19.10 Survival. All provisions regarding indemnification, warranty, liability and limits thereon, compensation and expenses and confidentiality and protection of proprietary rights and trade secrets shall survive the termination or
expiration of this Agreement.
19.11 Priorities. In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in (a) this Agreement, (b) any exhibits, schedules or attachments hereto, and (c) the Subscription Offer, the terms
and conditions contained in this Agreement shall take precedence.
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19.12 Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
19.13 No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by all parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
19.14 Descriptive Headings. Descriptive headings contained in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
19.15 Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the
same instrument. A signature to this Agreement executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
[The remainder of this page has been intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the Effective Date hereof.
NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND INC.
By: ____________________________________________
Name: Brian Kerrane
Title: Chief Operating Officer and Vice President
COMPUTERSHARE INC. and
COMPUTERSHARE TRUST COMPANY, N.A.
For both entities
By: ____________________________________________
Name:
Title:
Exhibit A Form of Subscription Form
Exhibit B Tax Instruction and Cost Basis Information Letter
Exhibit C Schedule of Fees
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