As filed with the Securities and Exchange Commission on January 5, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-22396
NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND INC.
(Exact Name of Registrant as specified in charter)
c/o Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, New York 10104-0002
New York, New York 10104-0002
(Address of Principal Executive Offices – Zip 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
Lori L. Schneider, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006-1600
(Names and Addresses of agents for service)
Registrant’s telephone number, including area code: (212) 476-8800
Date of fiscal year end: October 31
Date of reporting period: October 31, 2022
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to
stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940, as amended (“Act”) (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to
the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and
any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Report to Stockholders.
Following is a copy of the annual report transmitted to stockholders pursuant to Rule 30e-1 under the Act.
Contents
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68
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The “Neuberger Berman” name and logo and “Neuberger Berman Investment Advisers LLC” name are
registered service marks of Neuberger Berman Group LLC. The individual Fund name in this piece is either a service mark or registered service mark of Neuberger Berman Investment Advisers LLC. ©2022 Neuberger Berman Investment Advisers
LLC. All rights reserved.
President’s Letter
Dear Stockholder,
I am pleased to present this annual report for Neuberger Berman High Yield Strategies Fund Inc. (the Fund) for the
12 months ended October 31, 2022 (the reporting period). The report includes a portfolio commentary, a listing of the Fund’s investments and its audited financial statements for the reporting period.
The Fund seeks high total return (income plus capital appreciation). To pursue that objective, we have assembled a
portfolio that consists primarily of high yield debt securities.
As previously announced, Co-Portfolio Managers Russ Covode and Dan Doyle retired from the asset management
business on June 30, 2022 and ceased their portfolio management responsibilities at that time. Co-Portfolio Managers Joseph Lind and Christopher Kocinski continue to manage the Fund with the support of Neuberger Berman’s broader
Non-Investment Grade Credit team.
As previously communicated, the Fund commenced a transferable rights offering (Offer) on April 19, 2022 (Record
Date), whereby the Fund issued one transferable right (Right) for each share of common stock of the Fund held by stockholders of record as of the Record Date. Holders of Rights were entitled to purchase shares of common stock by
submitting three Rights and the subscription price per share for each share purchased. The final subscription price of $8.60 per share of common stock was equal to 87% of the Fund’s net asset value per share of common stock at the close
of trading on the NYSE American on May 17, 2022, the expiration date of the Offer. The Offer resulted in the issuance of 4,763,981 shares of common stock and the gross proceeds of the Offer were approximately $40.9 million.
As previously communicated, on June 3, 2022, the Fund completed a private placement of $26,500,000 via a Floating
Rate Senior Note (Note) with a major unaffiliated financial institution. The Note pays interest based on a floating rate and matures in September 2023. The issuance of the Note increased the amount of leverage employed by the Fund in
order to bring it more in line with the Fund’s asset level following the Offer.
Thank you for your confidence in the Fund. We will continue to do our best to retain your trust in the years to
come.
Sincerely,
Joseph V. Amato
President and CEO
Neuberger Berman High Yield Strategies Fund Inc.
President and CEO
Neuberger Berman High Yield Strategies Fund Inc.
1
Neuberger Berman High Yield Strategies Fund Inc.
Portfolio Commentary (Unaudited)
Portfolio Commentary (Unaudited)
Neuberger Berman High Yield Strategies Fund Inc. (the Fund) generated a -21.70% total return on a net asset value (NAV) basis for the 12 months ended October 31, 2022 (the reporting period), underperforming its benchmark, the ICE BofA U.S. High Yield Constrained Index (the Index), which provided a -11.45% total return for the same period. (Fund performance on a market price basis is provided in the table immediately following this commentary.) The use of leverage (typically a performance enhancer in up markets and a detractor during market retreats) detracted from the Fund’s performance during the reporting period.
The overall high yield market, as measured by the Index, generated weak results during the reporting period. The
U.S. Federal Reserve Board (Fed) initially characterized rising inflation as being “transitory,” however this was not the case. Robust consumer spending, supply chain bottlenecks, a tight labor market, repercussions from the war in
Ukraine, and other factors combined to push U.S. inflation to a 40-year high. Against this backdrop, the Fed began an aggressive rate hike campaign in March 2022, which we expect to continue until inflation is under control, possibly
leading to a recession. U.S. credit spreads significantly widened due to periods of risk aversion and the Fed’s monetary tightening campaign.
From a sector perspective, security selection within media-cable, security selection within and an overweight to
real estate & homebuilders versus the Index, and security selection within and an overweight to technology & electronics were the worst performers. In contrast, security selection within and an overweight to gas distribution,
security selection within diversified financial services, and security selection within and an underweight to healthcare were the top performers.
In terms of the Fund's portfolio credit quality, an overweight to non-rated, and overweight to CCC and below
versus the Index were the worst performers. Conversely, security selection within CCC and below, security selection within and an underweight to BB, an overweight to and security selection within B were the best performers.
The Fund’s use of swap contracts contributed positively to performance during the reporting period.
As it became increasingly clear that the Fed would have to become more aggressive with tightening monetary policy,
we selectively increased the Fund’s exposure to shorter duration BB and B rated issuers, while reducing exposure to CCC and below rated issuers. As credit spreads widened over the reporting period, we subsequently looked to decrease the
Fund’s exposure to higher beta1 (risk) issuers, particularly in the
CCC and below credit tier.
Looking ahead, we believe current high yield valuations offer investors an attractive opportunity, especially
given our below average default outlook. While the tightening of financial conditions, still-elevated inflation and challenging news out of Europe have been creating incremental volatility, real growth is slowing but still positive, with
supply chains mostly back to normal. We see these factors acting to mitigate inflationary pressures, which could eventually lead to a less aggressive path for Fed policy. In our view, healthy consumer and business balance sheets, growing
nominal gross domestic product and solid job growth should remain supportive for issuer fundamentals. While inventories are building as a result of slowing demand, we remain focused on sector dynamics and idiosyncratic risks to individual
issuers. Despite short-term volatility resulting from heightened uncertainty in commodity prices, central bank tightening and negative news flow out of Europe, we believe our bottom-up, fundamental credit research that focuses on security
selection, avoiding credit deterioration, and putting only our “best ideas” into portfolios, will position us well to take advantage of the increased volatility.
Sincerely,
Joe Lind and Chris Kocinski
Portfolio Co-Managers
Portfolio Co-Managers
1 Beta is a measure of the systematic risk of a portfolio. It is the covariance of the portfolio and a market index
divided by the variance of the market index. Beta measures the historical sensitivity of a portfolio's returns to movements in the market index. The beta of the market index
2
will always be one. A portfolio with a beta above the market index (i.e. ˃1) means that the portfolio has greater
volatility than the market index. If the beta of the portfolio is 1.2, a market increase in return of 1% implies a 1.2% increase in the portfolio's return. If the beta of the portfolio is 0.8, a market decrease in return of 1% implies a
0.8% decrease in the portfolio's return.
The portfolio composition, industries and holdings of the Fund are subject to change without notice.
The opinions expressed are those of the Fund's portfolio managers. The opinions are as of the date of this report
and are subject to change without notice.
The value of securities owned by the Fund, as well as the market value of shares of the Fund’s common stock, may
decline in response to certain events, including those directly involving the issuers whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional, national or global political,
social or economic instability; regulatory or legislative developments; price, currency and interest rate fluctuations, including those resulting from changes in central bank policies; and changes in investor sentiment.
The performance of certain rated bonds within the Index, as noted above, represent issues that are rated Baa1/BBB+
through Baa3/BBB-, Ba1/BB+ through Ba3/BB-, B1/B+ through B3/B- and Caa1/CCC+ or lower, based on an average of Moody’s, S&P Global and Fitch, as calculated by ICE BofA.
3
High Yield Strategies Fund Inc. (Unaudited)
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TICKER SYMBOL
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High Yield Strategies Fund Inc.
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NHS
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PORTFOLIO BY MATURITY DISTRIBUTION
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(as a % of Total Investments*)
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Less than One Year
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0.0%
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One to less than Five Years
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36.5
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Five to less than Ten Years
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59.7
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Ten Years or Greater
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3.8
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Total
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100.0%
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*
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Does not include Short-Term Investments or
the impact of the Fund’s open positions in
derivatives, if any.
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PERFORMANCE HIGHLIGHTS1
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Inception
Date
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Average Annual Total Return
Ended 10/31/2022
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1 Year
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5 Years
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10 Years
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Life of Fund
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At NAV2
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High Yield
Strategies
Fund Inc.
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07/28/2003
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-21.70%
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0.27%
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3.86%
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7.35%
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At Market
Price3
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High Yield
Strategies
Fund Inc.
|
07/28/2003
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-30.34%
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1.24%
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3.20%
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6.80%
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Index
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ICE BofA
U.S. High
Yield
Constrained
Index4
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-11.45%
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1.88%
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4.06%
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6.42%
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Listed closed-end funds, unlike open-end funds, are not continually offered. Generally, there is an initial public
offering and, once issued, shares of common stock of closed-end funds are sold in the secondary market on a stock exchange.
The performance data quoted represent past performance and do not indicate future results. Current
performance may be lower or higher than the performance data quoted. For current performance data, please visit www. nb.com/cef-performance.
The results shown in the table reflect the reinvestment of income dividends and other
distributions, if any. The results do not reflect the effect of taxes a stockholder would pay on Fund distributions or on the sale of shares of the Fund’s common stock.
The investment return and market price will fluctuate and shares of the Fund’s common stock may
trade at prices above or below NAV. Shares of the Fund’s common stock, when sold, may be worth more or less than their original cost.
Returns would have been lower if Neuberger Berman Investment Advisers LLC (“NBIA”) had not waived certain expenses
during certain of the periods shown. The waived fees are from prior years that are no longer disclosed in the Financial Highlights.
4
High Yield Strategies Fund Inc. (Unaudited)
COMPARISON OF A $10,000 INVESTMENT
This graph shows the change in value of a hypothetical $10,000 investment in the Fund over the past 10 fiscal years.
The graph is based on the Fund’s shares of common stock both at net asset value (NAV) and at market price. The Fund’s common stock may trade at market prices above or below NAV per share (see Performance Highlights chart). The result is
compared with a broad-based market index. The market index has not been reduced to reflect any of the fees and costs of investing. The results shown in the graph reflect the reinvestment of income dividends and other distributions, if
any, at prices obtained under the Fund’s Distribution Reinvestment Plan. The results do not reflect the effect of taxes a stockholder would pay on Fund distributions or on the sale of Fund shares. Results represent past performance and do
not indicate future results.
Impact of the Fund’s Distribution Policy
The Fund has a practice of seeking to maintain a relatively stable level of distributions to common stockholders. In
general, this practice does not affect the Fund’s investment strategy and may reduce the Fund’s NAV. Management believes the practice helps maintain the Fund’s competitiveness and may benefit the Fund’s market price and its
premium/discount to the Fund’s NAV per share. During the 12-month period ended October 31, 2022, the Fund made distributions to common stockholders totaling $1.09 per share, of which $0.28 will be treated as a return of capital for tax
purposes.
5
Endnotes (Unaudited)
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1
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The performance information for periods prior to August 6, 2010 is that of a predecessor fund
(Neuberger
Berman High Yield Strategies Fund).
|
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2
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Returns based on the NAV of the Fund.
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3
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Returns based on the market price of shares of the Fund’s common stock on the NYSE American.
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4
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Please see “Description of Index” on page 7 for a description of the index.
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For more complete information on Neuberger Berman High Yield Strategies Fund Inc., call Neuberger Berman Investment
Advisers LLC at (877) 461-1899, or visit our website at www.nb.com.
6
Description of Index (Unaudited)
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ICE BofA U.S. High Yield
Constrained Index:
|
The index tracks the performance of U.S. dollar-denominated, below investment
grade corporate debt publicly issued in the U.S. domestic market. In addition to
meeting other criteria, qualifying securities must have a below investment grade
rating (based on an average of Moody’s, S&P and Fitch ratings) and have risk exposure
to countries that are members of the FX-G10, Western Europe or territories of the
U.S. and Western Europe. Securities in legal default are excluded from the index.
Index constituents are capitalization-weighted, provided the total allocation to an
individual issuer does not exceed 2%. Transaction costs will be incorporated into the
calculation of total return for ICE fixed income indices beginning in July 2022.
|
Please note that the index does not take into account any fees and expenses or any tax consequences of investing in
the individual securities that it tracks and that individuals cannot invest directly in any index. Data about the performance of this index are prepared or obtained by NBIA and include reinvestment of all income dividends and other
distributions, if any. The Fund may invest in securities not included in the above described index and generally does not invest in all securities included in the index.
7
Legend October 31, 2022 (Unaudited)
Neuberger Berman High Yield Strategies Fund Inc.
8
Schedule of Investments High Yield Strategies Fund Inc.^
October 31, 2022
October 31, 2022
|
Principal Amount
|
Value
|
|
|
Asset-Backed Securities 1.4%
|
||
|
$ 500,000
|
Ares LIV CLO Ltd., Ser. 2019-54A, Class E, (3M USD LIBOR + 7.34%), 11.42%, due
10/15/2032
|
$ 422,396(a)(b)
|
|
250,000
|
Barings CLO Ltd., Ser. 2017-1A, Class E, (3M USD LIBOR + 6.00%), 10.19%, due
7/18/2029
|
209,971(a)(b)
|
|
350,000
|
Cedar Funding X CLO Ltd., Ser. 2019-10A, Class ER, (3M USD LIBOR + 6.50%),
10.74%, due
10/20/2032
|
297,888(a)(b)
|
|
250,000
|
Crown City CLO II, Ser. 2020-2A, Class DR, (3M CME Term SOFR + 7.11%), 11.07%,
due 4/20/2035
|
208,226(a)(b)
|
|
1,000,000
|
TSTAT 2022-1 Ltd., Ser. 2022-1A, Class E, (3M CME Term SOFR + 8.50%), 11.05%,
due 7/20/2031
|
934,378(a)(b)
|
|
250,000
|
Voya CLO Ltd., Ser. 2019-2A, Class E, (3M USD LIBOR + 6.60%), 10.84%, due
7/20/2032
|
213,038(a)(b)
|
|
Total Asset-Backed Securities (Cost $2,518,927)
|
2,285,897
|
|
|
|
||
|
Corporate Bonds 145.5%
|
||
|
Advertising 0.7%
|
||
|
1,290,000
|
Cars.com, Inc., 6.38%, due 11/1/2028
|
1,117,759(a)
|
|
Aerospace & Defense 1.0%
|
||
|
|
TransDigm, Inc.
|
|
|
505,000
|
7.50%, due 3/15/2027
|
497,617
|
|
1,310,000
|
5.50%, due 11/15/2027
|
1,194,982
|
|
|
|
1,692,599
|
|
Air Transportation 5.7%
|
||
|
515,000
|
Air Canada, 3.88%, due 8/15/2026
|
455,682(a)
|
|
300,000
|
American Airlines Group, Inc., 3.75%, due 3/1/2025
|
263,958(a)
|
|
|
American Airlines, Inc./AAdvantage Loyalty IP Ltd.
|
|
|
3,855,000
|
5.50%, due 4/20/2026
|
3,671,200(a)
|
|
1,545,000
|
5.75%, due 4/20/2029
|
1,405,950(a)
|
|
|
Latam Airlines Group SA
|
|
|
420,000
|
13.38%, due 10/15/2027
|
412,650(a)
|
|
335,000
|
13.38%, due 10/15/2029
|
333,325(a)
|
|
|
United Airlines, Inc.
|
|
|
400,000
|
4.38%, due 4/15/2026
|
365,063(a)
|
|
435,000
|
4.63%, due 4/15/2029
|
372,051(a)
|
|
|
VistaJet Malta Finance PLC/XO Management Holding, Inc.
|
|
|
1,715,000
|
7.88%, due 5/1/2027
|
1,545,984(a)
|
|
935,000
|
6.38%, due 2/1/2030
|
776,373(a)
|
|
|
|
9,602,236
|
|
Auto Loans 0.8%
|
||
|
|
Ford Motor Credit Co. LLC
|
|
|
590,000
|
4.06%, due 11/1/2024
|
565,662
|
|
725,000
|
4.39%, due 1/8/2026
|
668,950
|
|
70,000
|
4.13%, due 8/17/2027
|
62,164
|
|
|
|
1,296,776
|
|
Auto Parts & Equipment 2.2%
|
||
|
460,000
|
Adient Global Holdings Ltd., 4.88%, due 8/15/2026
|
411,700(a)
|
|
475,000
|
Dana, Inc., 4.50%, due 2/15/2032
|
363,178
|
|
715,000
|
Dealer Tire LLC/DT Issuer LLC, 8.00%, due 2/1/2028
|
625,338(a)
|
|
|
Goodyear Tire & Rubber Co.
|
|
|
1,070,000
|
5.00%, due 7/15/2029
|
927,851
|
|
285,000
|
5.63%, due 4/30/2033
|
238,569
|
See Notes to Financial Statements
9
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
|
Principal Amount
|
Value
|
|
|
|
||
|
Auto Parts & Equipment – cont'd
|
||
|
|
Tenneco, Inc.
|
|
|
$ 730,000
|
5.38%, due 12/15/2024
|
$ 727,854
|
|
475,000
|
7.88%, due 1/15/2029
|
469,255(a)
|
|
|
|
3,763,745
|
|
Automakers 1.8%
|
||
|
|
Ford Motor Co.
|
|
|
845,000
|
9.63%, due 4/22/2030
|
943,272
|
|
395,000
|
4.75%, due 1/15/2043
|
275,102
|
|
1,860,000
|
7.40%, due 11/1/2046
|
1,712,632
|
|
225,000
|
Jaguar Land Rover Automotive PLC, 5.88%, due 1/15/2028
|
166,436(a)
|
|
|
|
3,097,442
|
|
Banking 0.9%
|
||
|
450,000
|
Bank of America Corp., Ser. TT, 6.13%, due 4/27/2027
|
425,250(c)(d)
|
|
505,000
|
JPMorgan Chase & Co., Ser. HH, 4.60%, due 2/1/2025
|
450,662(c)(d)
|
|
375,000
|
PNC Financial Services Group, Inc., Ser. T, 3.40%, due 9/15/2026
|
279,844(c)(d)
|
|
290,000
|
Truist Financial Corp., Ser. P, 4.95%, due 9/1/2025
|
277,675(c)(d)
|
|
|
|
1,433,431
|
|
Building & Construction 1.3%
|
||
|
1,265,000
|
Global Infrastructure Solutions, Inc., 7.50%, due 4/15/2032
|
936,114(a)
|
|
755,000
|
KB Home, 7.25%, due 7/15/2030
|
697,431
|
|
|
Mattamy Group Corp.
|
|
|
160,000
|
5.25%, due 12/15/2027
|
136,712(a)
|
|
155,000
|
4.63%, due 3/1/2030
|
120,861(a)
|
|
280,000
|
Shea Homes L.P./Shea Homes Funding Corp., 4.75%, due 4/1/2029
|
228,262(a)
|
|
|
|
2,119,380
|
|
Building Materials 4.4%
|
||
|
525,000
|
Advanced Drainage Systems, Inc., 6.38%, due 6/15/2030
|
507,355(a)
|
|
565,000
|
Builders FirstSource, Inc., 6.38%, due 6/15/2032
|
519,631(a)
|
|
1,050,000
|
Camelot Return Merger Sub, Inc., 8.75%, due 8/1/2028
|
874,125(a)
|
|
1,790,000
|
Cornerstone Building Brands, Inc., 6.13%, due 1/15/2029
|
1,118,750(a)
|
|
2,375,000
|
Jeld-Wen, Inc., 4.88%, due 12/15/2027
|
1,771,465(a)
|
|
1,275,000
|
Masonite Int'l Corp., 5.38%, due 2/1/2028
|
1,167,211(a)
|
|
665,000
|
MIWD Holdco II LLC/MIWD Finance Corp., 5.50%, due 2/1/2030
|
512,934(a)
|
|
|
Standard Industries, Inc.
|
|
|
305,000
|
4.75%, due 1/15/2028
|
267,256(a)
|
|
905,000
|
4.38%, due 7/15/2030
|
731,738(a)
|
|
|
|
7,470,465
|
|
Cable & Satellite Television 6.4%
|
||
|
|
CCO Holdings LLC/CCO Holdings Capital Corp.
|
|
|
645,000
|
5.00%, due 2/1/2028
|
583,725(a)
|
|
1,145,000
|
5.38%, due 6/1/2029
|
1,022,920(a)
|
|
890,000
|
6.38%, due 9/1/2029
|
820,122(a)
|
|
865,000
|
4.50%, due 8/15/2030
|
701,999(a)
|
|
570,000
|
4.25%, due 2/1/2031
|
450,300(a)
|
|
1,355,000
|
Charter Communications Operating LLC/Charter Communications Operating Capital,
3.90%, due
6/1/2052
|
839,073
|
See Notes to Financial Statements
10
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
See Notes to Financial Statements
11
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
See Notes to Financial Statements
12
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
|
Principal Amount
|
Value
|
|
|
|
||
|
Food & Drug Retailers 0.4%
|
||
|
|
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC
|
|
|
$ 350,000
|
3.50%, due 3/15/2029
|
$ 289,625(a)
|
|
330,000
|
4.88%, due 2/15/2030
|
292,875(a)
|
|
|
|
582,500
|
|
Forestry & Paper 0.3%
|
||
|
605,000
|
Ahlstrom-Munksjo Holding 3 Oy, 4.88%, due 2/4/2028
|
481,649(a)
|
|
Gaming 2.8%
|
||
|
|
Caesars Entertainment, Inc.
|
|
|
1,880,000
|
8.13%, due 7/1/2027
|
1,828,300(a)
|
|
460,000
|
4.63%, due 10/15/2029
|
368,000(a)
|
|
400,000
|
Everi Holdings, Inc., 5.00%, due 7/15/2029
|
348,500(a)
|
|
305,000
|
Midwest Gaming Borrower LLC, 4.88%, due 5/1/2029
|
257,920(a)
|
|
730,000
|
SC Games Holdings L.P./U.S. FinCo LLC, 6.63%, due 3/1/2030
|
627,348(a)
|
|
1,140,000
|
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 5.50%, due 3/1/2025
|
1,078,987(a)
|
|
345,000
|
Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., 5.13%, due 10/1/2029
|
274,435(a)
|
|
|
|
4,783,490
|
|
Gas Distribution 14.3%
|
||
|
1,380,000
|
Antero Midstream Partners L.P./Antero Midstream Finance Corp., 7.88%, due
5/15/2026
|
1,407,600(a)
|
|
|
Buckeye Partners L.P.
|
|
|
910,000
|
4.13%, due 12/1/2027
|
790,462
|
|
140,000
|
4.50%, due 3/1/2028
|
121,450(a)
|
|
560,000
|
5.85%, due 11/15/2043
|
420,180
|
|
720,000
|
5.60%, due 10/15/2044
|
532,800
|
|
70,000
|
Crestwood Midstream Partners L.P./Crestwood Midstream Finance Corp., 5.63%,
due 5/1/2027
|
65,840(a)
|
|
920,000
|
DCP Midstream LLC, 5.85%, due 5/21/2043
|
890,157(a)(c)
|
|
465,000
|
DCP Midstream Operating L.P., 5.60%, due 4/1/2044
|
407,526
|
|
525,000
|
EnLink Midstream LLC, 6.50%, due 9/1/2030
|
515,813(a)
|
|
|
EnLink Midstream Partners L.P.
|
|
|
35,000
|
5.60%, due 4/1/2044
|
27,285
|
|
85,000
|
5.05%, due 4/1/2045
|
61,720
|
|
140,000
|
5.45%, due 6/1/2047
|
106,371
|
|
|
EQM Midstream Partners L.P.
|
|
|
1,000,000
|
7.50%, due 6/1/2027
|
987,500(a)
|
|
705,000
|
6.50%, due 7/1/2027
|
687,375(a)
|
|
320,000
|
4.50%, due 1/15/2029
|
272,000(a)
|
|
710,000
|
7.50%, due 6/1/2030
|
690,475(a)
|
|
|
EQT Midstream Partners L.P.
|
|
|
450,000
|
4.13%, due 12/1/2026
|
397,637
|
|
1,815,000
|
5.50%, due 7/15/2028
|
1,621,031
|
|
|
Genesis Energy L.P./Genesis Energy Finance Corp.
|
|
|
165,000
|
6.50%, due 10/1/2025
|
158,221
|
|
270,000
|
6.25%, due 5/15/2026
|
252,635
|
|
275,000
|
8.00%, due 1/15/2027
|
266,211
|
|
1,055,000
|
7.75%, due 2/1/2028
|
1,006,206
|
|
1,425,000
|
Harvest Midstream I L.P., 7.50%, due 9/1/2028
|
1,366,177(a)
|
|
610,000
|
Howard Midstream Energy Partners LLC, 6.75%, due 1/15/2027
|
553,430(a)
|
|
1,005,000
|
ITT Holdings LLC, 6.50%, due 8/1/2029
|
807,523(a)
|
|
495,000
|
Kinetik Holdings L.P., 5.88%, due 6/15/2030
|
464,396(a)
|
See Notes to Financial Statements
13
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
See Notes to Financial Statements
14
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
See Notes to Financial Statements
15
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
|
Principal Amount
|
Value
|
|
|
|
||
|
Packaging 4.7%
|
||
|
|
Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging Finance PLC
|
|
|
$ 555,000
|
6.00%, due 6/15/2027
|
$ 532,561(a)
|
|
45,000
|
4.00%, due 9/1/2029
|
34,137(a)
|
|
1,940,000
|
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 5.25%, due 8/15/2027
|
1,362,850(a)
|
|
515,000
|
BWAY Holding Co., 7.25%, due 4/15/2025
|
463,550(a)
|
|
10,000
|
Canpack SA/Canpack US LLC, 3.13%, due 11/1/2025
|
8,678(a)
|
|
1,545,000
|
Graham Packaging Co., Inc., 7.13%, due 8/15/2028
|
1,266,303(a)
|
|
445,000
|
Intelligent Packaging Ltd. Finco, Inc./Intelligent Packaging Ltd. Co-Issuer
LLC, 6.00%, due 9/15/2028
|
331,052(a)
|
|
410,000
|
Pactiv Evergreen Group Issuer LLC/Pactiv Evergreen Group Issuer, Inc., 4.38%,
due 10/15/2028
|
358,750(a)
|
|
50,000
|
Pactiv Evergreen Group Issuer, Inc./Pactiv Evergreen Group Issuer LLC/Reynolds
Group Issuer, Inc.,
4.00%, due 10/15/2027
|
44,250(a)
|
|
1,495,000
|
Trident TPI Holdings, Inc., 9.25%, due 8/1/2024
|
1,394,374(a)
|
|
|
Trivium Packaging Finance BV
|
|
|
540,000
|
5.50%, due 8/15/2026
|
496,638(a)
|
|
1,765,000
|
8.50%, due 8/15/2027
|
1,659,473(a)
|
|
|
|
7,952,616
|
|
Personal & Household Products 0.7%
|
||
|
245,000
|
CD&R Smokey Buyer, Inc., 6.75%, due 7/15/2025
|
232,907(a)
|
|
335,000
|
Diamond BC BV, 4.63%, due 10/1/2029
|
246,094(a)
|
|
860,000
|
Energizer Holdings, Inc., 4.75%, due 6/15/2028
|
714,075(a)
|
|
|
|
1,193,076
|
|
Pharmaceuticals 0.5%
|
||
|
335,000
|
Grifols Escrow Issuer SA, 4.75%, due 10/15/2028
|
261,719(a)
|
|
590,000
|
Organon & Co./Organon Foreign Debt Co-Issuer BV, 5.13%, due 4/30/2031
|
501,069(a)
|
|
|
|
762,788
|
|
Printing & Publishing 0.6%
|
||
|
|
McGraw-Hill Ed., Inc.
|
|
|
500,000
|
5.75%, due 8/1/2028
|
440,250(a)
|
|
745,000
|
8.00%, due 8/1/2029
|
634,181(a)
|
|
|
|
1,074,431
|
|
Real Estate Development & Management 2.4%
|
||
|
|
Realogy Group LLC/Realogy Co-Issuer Corp.
|
|
|
3,811,000
|
5.75%, due 1/15/2029
|
2,739,156(a)
|
|
1,740,000
|
5.25%, due 4/15/2030
|
1,206,551(a)
|
|
|
|
3,945,707
|
|
Real Estate Investment Trusts 5.1%
|
||
|
1,065,000
|
American Finance Trust, Inc./American Finance Operating Partner L.P., 4.50%,
due 9/30/2028
|
777,450(a)
|
|
|
Hospitality Properties Trust
|
|
|
358,000
|
4.35%, due 10/1/2024
|
328,744
|
|
500,000
|
4.95%, due 2/15/2027
|
404,780
|
|
115,000
|
3.95%, due 1/15/2028
|
84,528
|
|
|
Iron Mountain, Inc.
|
|
|
2,605,000
|
5.25%, due 3/15/2028
|
2,396,600(a)
|
|
245,000
|
5.00%, due 7/15/2028
|
219,177(a)
|
|
1,430,000
|
4.88%, due 9/15/2029
|
1,229,442(a)
|
|
905,000
|
5.63%, due 7/15/2032
|
775,920(a)
|
|
1,120,000
|
RHP Hotel Properties L.P./RHP Finance Corp., 4.75%, due 10/15/2027
|
1,033,805
|
|
650,000
|
RLJ Lodging Trust L.P., 4.00%, due 9/15/2029
|
544,635(a)
|
See Notes to Financial Statements
16
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
See Notes to Financial Statements
17
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
|
Principal Amount
|
Value
|
|
|
|
||
|
Specialty Retail – cont'd
|
||
|
$ 455,000
|
Ken Garff Automotive LLC, 4.88%, due 9/15/2028
|
$ 377,751(a)
|
|
425,000
|
L Brands, Inc., 6.63%, due 10/1/2030
|
380,211(a)
|
|
720,000
|
LCM Investments Holdings II LLC, 4.88%, due 5/1/2029
|
607,335(a)
|
|
|
|
2,124,738
|
|
Steel Producers - Products 1.0%
|
||
|
420,000
|
Allegheny Technologies, Inc., 4.88%, due 10/1/2029
|
353,146
|
|
440,000
|
Carpenter Technology Corp., 7.63%, due 3/15/2030
|
429,986
|
|
1,320,000
|
TMS Int'l Corp., 6.25%, due 4/15/2029
|
925,748(a)
|
|
|
|
1,708,880
|
|
Support - Services 11.2%
|
||
|
550,000
|
Allied Universal Holdco LLC/Allied Universal Finance Corp., 6.00%, due
6/1/2029
|
381,864(a)
|
|
|
Allied Universal Holdco LLC/Allied Universal Finance Corp./Atlas Luxco 4
S.a.r.l.
|
|
|
565,000
|
4.63%, due 6/1/2028
|
472,642(a)
|
|
415,000
|
4.63%, due 6/1/2028
|
339,329(a)
|
|
|
APX Group, Inc.
|
|
|
2,090,000
|
6.75%, due 2/15/2027
|
2,038,803(a)
|
|
1,210,000
|
5.75%, due 7/15/2029
|
952,693(a)
|
|
300,000
|
Aramark Services, Inc., 5.00%, due 2/1/2028
|
273,331(a)
|
|
1,590,000
|
Avis Budget Car Rental LLC/Avis Budget Finance, Inc., 5.38%, due 3/1/2029
|
1,377,376(a)
|
|
1,685,000
|
BCPE Empire Holdings, Inc., 7.63%, due 5/1/2027
|
1,539,160(a)
|
|
710,000
|
Clarivate Science Holdings Corp., 4.88%, due 7/1/2029
|
591,962(a)
|
|
|
Garda World Security Corp.
|
|
|
595,000
|
4.63%, due 2/15/2027
|
528,426(a)
|
|
770,000
|
6.00%, due 6/1/2029
|
600,076(a)
|
|
635,000
|
GYP Holdings III Corp., 4.63%, due 5/1/2029
|
501,477(a)
|
|
|
Hertz Corp.
|
|
|
1,040,000
|
4.63%, due 12/1/2026
|
886,600(a)
|
|
585,000
|
5.00%, due 12/1/2029
|
463,408(a)
|
|
785,000
|
IAA Spinco, Inc., 5.50%, due 6/15/2027
|
734,601(a)
|
|
530,000
|
Korn/Ferry Int'l, 4.63%, due 12/15/2027
|
482,120(a)
|
|
150,000
|
PECF USS Intermediate Holding III Corp., 8.00%, due 11/15/2029
|
100,449(a)
|
|
|
Prime Security Services Borrower LLC/Prime Finance, Inc.
|
|
|
1,285,000
|
5.75%, due 4/15/2026
|
1,250,754(a)
|
|
990,000
|
6.25%, due 1/15/2028
|
909,795(a)
|
|
730,000
|
SRS Distribution, Inc., 6.13%, due 7/1/2029
|
593,609(a)
|
|
505,000
|
Summer BC Bidco B LLC, 5.50%, due 10/31/2026
|
401,885(a)
|
|
|
United Rentals N.A., Inc.
|
|
|
100,000
|
5.25%, due 1/15/2030
|
92,750
|
|
905,000
|
3.75%, due 1/15/2032
|
733,050
|
|
425,000
|
Univar Solutions USA, Inc., 5.13%, due 12/1/2027
|
393,125(a)
|
|
860,000
|
White Cap Buyer LLC, 6.88%, due 10/15/2028
|
728,850(a)
|
|
1,165,000
|
White Cap Parent LLC, 8.25% Cash/9.00% PIK, due 3/15/2026
|
984,425(a)(e)
|
|
655,000
|
ZipRecruiter, Inc., 5.00%, due 1/15/2030
|
535,888(a)
|
|
|
|
18,888,448
|
|
Technology Hardware & Equipment 3.1%
|
||
|
1,455,000
|
CommScope Finance LLC, 8.25%, due 3/1/2027
|
1,291,751(a)
|
|
|
CommScope Technologies LLC
|
|
|
14,000
|
6.00%, due 6/15/2025
|
13,055(a)
|
|
1,935,000
|
5.00%, due 3/15/2027
|
1,566,596(a)
|
See Notes to Financial Statements
18
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
|
Principal Amount
|
Value
|
|
|
|
||
|
Technology Hardware & Equipment – cont'd
|
||
|
|
CommScope, Inc.
|
|
|
$ 965,000
|
7.13%, due 7/1/2028
|
$ 817,285(a)
|
|
695,000
|
4.75%, due 9/1/2029
|
587,855(a)
|
|
985,000
|
Imola Merger Corp., 4.75%, due 5/15/2029
|
849,267(a)
|
|
|
|
5,125,809
|
|
Telecom - Wireless 0.8%
|
||
|
|
Sprint Capital Corp.
|
|
|
885,000
|
6.88%, due 11/15/2028
|
913,303
|
|
180,000
|
8.75%, due 3/15/2032
|
211,255
|
|
250,000
|
T-Mobile USA, Inc., 4.75%, due 2/1/2028
|
236,620
|
|
|
|
1,361,178
|
|
Telecom - Wireline Integrated & Services 12.4%
|
||
|
|
Altice France Holding SA
|
|
|
555,000
|
10.50%, due 5/15/2027
|
432,495(a)
|
|
2,195,000
|
6.00%, due 2/15/2028
|
1,419,443(a)
|
|
|
Altice France SA
|
|
|
1,170,000
|
8.13%, due 2/1/2027
|
1,070,749(a)
|
|
565,000
|
5.50%, due 1/15/2028
|
446,350(a)
|
|
|
Consolidated Communications, Inc.
|
|
|
540,000
|
5.00%, due 10/1/2028
|
418,422(a)
|
|
500,000
|
6.50%, due 10/1/2028
|
408,900(a)
|
|
|
Frontier Communications Corp.
|
|
|
2,585,000
|
5.88%, due 10/15/2027
|
2,377,751(a)
|
|
235,000
|
6.75%, due 5/1/2029
|
193,581(a)
|
|
1,040,000
|
5.88%, due 11/1/2029
|
810,176
|
|
545,000
|
6.00%, due 1/15/2030
|
426,190(a)
|
|
745,000
|
8.75%, due 5/15/2030
|
760,831(a)
|
|
|
Iliad Holding SASU
|
|
|
250,000
|
6.50%, due 10/15/2026
|
231,530(a)
|
|
225,000
|
7.00%, due 10/15/2028
|
203,625(a)
|
|
|
Level 3 Financing, Inc.
|
|
|
1,845,000
|
4.63%, due 9/15/2027
|
1,601,017(a)
|
|
1,455,000
|
4.25%, due 7/1/2028
|
1,200,375(a)
|
|
1,760,000
|
3.75%, due 7/15/2029
|
1,337,142(a)
|
|
|
Lumen Technologies, Inc.
|
|
|
745,000
|
4.00%, due 2/15/2027
|
633,399(a)
|
|
1,525,000
|
4.50%, due 1/15/2029
|
1,075,053(a)
|
|
|
Northwest Fiber LLC/Northwest Fiber Finance Sub, Inc.
|
|
|
435,000
|
4.75%, due 4/30/2027
|
391,038(a)
|
|
615,000
|
6.00%, due 2/15/2028
|
482,492(a)
|
|
705,000
|
10.75%, due 6/1/2028
|
661,819(a)
|
|
940,000
|
Uniti Group L.P./Uniti Fiber Holdings, Inc./CSL Capital LLC, 7.88%, due
2/15/2025
|
930,605(a)
|
|
2,160,000
|
Uniti Group L.P./Uniti Group Finance, Inc./CSL Capital LLC, 6.50%, due
2/15/2029
|
1,549,800(a)
|
|
800,000
|
Virgin Media Finance PLC, 5.00%, due 7/15/2030
|
641,110(a)
|
|
1,170,000
|
Virgin Media Vendor Financing Notes IV Designated Activity Co., 5.00%, due
7/15/2028
|
996,139(a)
|
|
295,000
|
Zayo Group Holdings, Inc., 4.00%, due 3/1/2027
|
227,887(a)
|
|
|
|
20,927,919
|
See Notes to Financial Statements
19
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
See Notes to Financial Statements
20
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
|
Number of Shares
|
Value
|
|
|
|
||
|
Short-Term Investments 19.2%
|
||
|
Investment Companies 19.2%
|
||
|
32,413,008
|
State Street Institutional U.S. Government Money Market Fund Premier Class,
3.01%(n)
(Cost $32,413,008)
|
$32,413,008
|
|
Total Investments 171.7% (Cost $323,372,689)
|
289,013,349
|
|
|
Liabilities Less Other Assets (26.5)%
|
(44,734,536)(o)
|
|
|
Liquidation Preference of Mandatory Redeemable Preferred Shares (45.2%)
|
(76,000,000)
|
|
|
Net Assets Applicable to Common Stockholders 100.0%
|
$168,278,813
|
|
|
(a)
|
Securities were purchased under Rule 144A of the Securities Act of 1933, as amended, or are
otherwise
restricted and, unless registered under the Securities Act of 1933 or exempted from
registration, may only
be sold to qualified institutional investors or may have other restrictions on resale. At
October 31, 2022,
these securities amounted to $215,824,691, which represents 128.3% of net assets applicable to
common
stockholders of the Fund.
|
|
(b)
|
Variable or floating rate security. The interest rate shown was the current rate as of October
31, 2022 and
changes periodically.
|
|
(c)
|
Security issued at a fixed coupon rate, which converts to a variable rate at a future date. Rate
shown is the
rate in effect as of period end.
|
|
(d)
|
Perpetual security. Perpetual securities have no stated maturity date, but they may be
called/redeemed by
the issuer. The date shown reflects the next call date.
|
|
(e)
|
Payment-in-kind (PIK) security.
|
|
(f)
|
Represents less than 0.05% of net assets of the Fund.
|
|
(g)
|
Step Bond. Coupon rate is a fixed rate for an initial period that either resets at a specific
date or may reset in
the future contingent upon a predetermined trigger. The interest rate shown was the current rate
as of
October 31, 2022.
|
|
(h)
|
Security fair valued as of October 31, 2022 in accordance with procedures approved by the
valuation
designee. Total value of all such securities at October 31, 2022 amounted to $633,600, which
represents
0.4% of net assets applicable to common stockholders of the Fund.
|
|
(i)
|
All or a portion of this security had not settled as of October 31, 2022 and thus may not have
an interest
rate in effect. Interest rates do not take effect until settlement.
|
|
(j)
|
When-issued security. Total value of all such securities at October 31, 2022 amounted to
$633,600, which
represents 0.4% of net assets applicable to common stockholders of the Fund.
|
|
(k)
|
Security exempt from registration pursuant to Regulation S under the Securities Act of 1933, as
amended.
Regulation S applies to securities offerings that are made outside of the United States and do
not involve
directed selling efforts in the United States and as such may have restrictions on resale. Total
value of all
such securities at October 31, 2022 amounted to $626,450, which represents 0.4% of net assets
applicable
to common stockholders of the Fund.
|
|
(l)
|
The stated interest rates represent the range of rates at October 31, 2022 of the underlying
contracts within
the Loan Assignment.
|
|
(m)
|
All or a portion of this security was purchased on a delayed delivery basis.
|
|
(n)
|
Represents 7-day effective yield as of October 31, 2022.
|
See Notes to Financial Statements
21
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
|
(o)
|
Includes the impact of the Fund's open positions in derivatives at October 31, 2022.
|
See Notes to Financial Statements
22
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
|
POSITIONS BY COUNTRY
|
||
|
Country
|
Investments at
Value
|
Percentage of Net
Assets Applicable
to Common
Stockholders
|
|
United States
|
$229,923,685
|
136.6%
|
|
Canada
|
4,641,754
|
2.8%
|
|
Cayman Islands
|
3,827,772
|
2.3%
|
|
United Kingdom
|
2,786,666
|
1.7%
|
|
Switzerland
|
2,322,357
|
1.4%
|
|
Netherlands
|
2,156,111
|
1.3%
|
|
Luxembourg
|
2,101,208
|
1.2%
|
|
Zambia
|
2,091,086
|
1.2%
|
|
France
|
1,952,254
|
1.2%
|
|
Australia
|
1,136,231
|
0.7%
|
|
Bermuda
|
934,378
|
0.5%
|
|
Chile
|
745,975
|
0.4%
|
|
Ireland
|
652,437
|
0.4%
|
|
Germany
|
576,381
|
0.3%
|
|
Finland
|
481,649
|
0.3%
|
|
Spain
|
261,719
|
0.2%
|
|
Other countries, each representing less than 0.05% of net assets of the Fund
|
8,678
|
0.0%
|
|
Liquidation Preference of Mandatory Redeemable Preferred Shares
|
(76,000,000)
|
(45.2)%
|
|
Short-Term Investments and Other Liabilities—Net
|
(12,321,528)
|
(7.3)%
|
|
|
$168,278,813
|
100.0%
|
See Notes to Financial Statements
23
Schedule of Investments High Yield Strategies Fund Inc.^ (cont’d)
Derivative Instruments
Interest rate swap contracts ("interest rate swaps")
At October 31, 2022, the Fund had outstanding interest rate swaps as follows:
Centrally cleared interest rate swaps
|
Clearinghouse
|
Notional
Amount
|
Fund
Receives/
Pays
Floating
Rate
|
Floating
Rate Index
|
Annual
Fixed-
Rate
|
Frequency
of Fund
Receipt/
Payment
|
Maturity
Date
|
Unrealized
Appreciation/
(Depreciation)
|
Accrued
Net
Interest
Receivable/
(Payable)
|
Value
|
|
|
CME
|
USD
|
25,000,000
|
Receive
|
3M LIBOR
|
0.29%
|
3M/6M
|
6/21/2023
|
$716,331
|
$75,467
|
$791,798
|
|
CME
|
USD
|
20,000,000
|
Receive
|
3M LIBOR
|
0.33%
|
3M/6M
|
7/1/2023
|
599,651
|
38,035
|
637,686
|
|
Total
|
|
|
|
|
|
|
|
$1,315,982
|
$113,502
|
$1,429,484
|
For the year ended October 31, 2022, the average notional value for the months where the Fund had interest rate
swaps outstanding was $45,000,000 when the Fund paid the fixed rate.
The following is a summary, categorized by Level (see Note A of the Notes to Financial Statements), of inputs used
to value the Fund’s investments as of October 31, 2022:
|
Asset Valuation Inputs
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Investments:
|
|
|
|
|
|
Asset-Backed Securities
|
$—
|
$2,285,897
|
$—
|
$2,285,897
|
|
Corporate Bonds#
|
—
|
244,936,837
|
—
|
244,936,837
|
|
Loan Assignments#
|
—
|
7,374,331
|
—
|
7,374,331
|
|
Convertible Bonds#
|
—
|
2,003,276
|
—
|
2,003,276
|
|
Short-Term Investments
|
—
|
32,413,008
|
—
|
32,413,008
|
|
Total Investments
|
$—
|
$289,013,349
|
$—
|
$289,013,349
|
|
#
|
The Schedule of Investments provides information on the industry or sector categorization as
well as a
Positions by Country summary.
|
The following is a summary, categorized by Level (see Note A of the Notes to Financial Statements), of inputs used
to value the Fund’s derivatives as of October 31, 2022:
|
Other Financial Instruments
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Swaps
|
|
|
|
|
|
Assets
|
$—
|
$1,429,484
|
$—
|
$1,429,484
|
|
Total
|
$—
|
$1,429,484
|
$—
|
$1,429,484
|
^
A balance indicated with a "—", reflects either a zero balance or an amount that rounds
to less than 1.
See Notes to Financial Statements
24
Statement of Assets and Liabilities
Neuberger Berman
|
|
High Yield
Strategies
Fund Inc.
|
|
|
October 31, 2022
|
|
Assets
|
|
|
Investments in securities, at value (Note A)—see Schedule of Investments:
|
|
|
Unaffiliated issuers(a)
|
$289,013,349
|
|
Interest receivable
|
4,502,935
|
|
Receivable for securities sold
|
232,806
|
|
Receivable for accumulated variation margin on centrally cleared swap contracts (Note A)
|
1,429,484
|
|
Prepaid expenses and other assets
|
138,125
|
|
Total Assets
|
295,316,699
|
|
Liabilities
|
|
|
Notes payable (net of unamortized deferred issuance costs of $107,325) (Note A)
|
45,892,675
|
|
Mandatory Redeemable Preferred Shares, Series C ($12.50 liquidation preference per share;
6,080,000 shares
issued and outstanding) (Note A)
|
76,000,000
|
|
Distributions payable—preferred shares
|
940,907
|
|
Distributions payable—common stock
|
14,796
|
|
Cash collateral segregated for centrally cleared swap contracts due to broker (Note A)
|
1,201,597
|
|
Payable to investment manager (Note B)
|
146,133
|
|
Payable for securities purchased
|
2,432,402
|
|
Payable to administrator (Note B)
|
12,178
|
|
Payable to directors
|
13,241
|
|
Interest payable (Note A)
|
197,725
|
|
Other accrued expenses and payables
|
186,232
|
|
Total Liabilities
|
127,037,886
|
|
Net Assets applicable to Common Stockholders
|
$168,278,813
|
|
Net Assets applicable to Common Stockholders consist of:
|
|
|
Paid-in capital—common stock
|
$235,965,256
|
|
Total distributable earnings/(losses)
|
(67,686,443)
|
|
Net Assets applicable to Common Stockholders
|
$168,278,813
|
|
Shares of Common Stock Outstanding ($0.0001 par value; 992,397,100 shares
authorized)
|
19,432,540
|
|
Net Asset Value Per Share of Common Stock Outstanding
|
$8.66
|
|
*Cost of Investments:
|
|
|
(a) Unaffiliated issuers
|
$323,372,689
|
|
|
See Notes to Financial Statements
25
Statement of Operations
Neuberger Berman
|
|
High Yield
Strategies
Fund Inc.
|
|
|
For the Fiscal
Year Ended
October 31, 2022
|
|
Investment Income:
|
|
|
Income (Note A):
|
|
|
Interest and other income—unaffiliated issuers
|
$17,620,146
|
|
Income from securities loaned—net
|
42,002
|
|
Foreign taxes withheld
|
(146)
|
|
Total income
|
$17,662,002
|
|
Expenses:
|
|
|
Investment management fees (Note B)
|
1,669,448
|
|
Administration fees (Note B)
|
139,121
|
|
Audit fees
|
59,224
|
|
Basic maintenance (Note A)
|
12,500
|
|
Custodian and accounting fees
|
115,085
|
|
Insurance
|
7,521
|
|
Legal fees
|
92,580
|
|
Stockholder reports
|
19,232
|
|
Stock exchange listing fees
|
7,549
|
|
Stock transfer agent fees
|
30,828
|
|
Distributions to mandatory redeemable preferred shareholders (Note A)
|
2,533,095
|
|
Directors' fees and expenses
|
43,503
|
|
Interest (Note A)
|
1,017,040
|
|
Miscellaneous and other fees
|
50,283
|
|
Total expenses
|
5,797,009
|
|
Net investment income/(loss)
|
$11,864,993
|
|
Realized and Unrealized Gain/(Loss) on Investments (Note A):
|
|
|
Net realized gain/(loss) on:
|
|
|
Transactions in investment securities of unaffiliated issuers
|
(8,389,064)
|
|
Expiration or closing of swap contracts
|
257,975
|
|
Change in net unrealized appreciation/(depreciation) in value of:
|
|
|
Investment securities of unaffiliated issuers
|
(38,513,571)
|
|
Swap contracts
|
1,290,261
|
|
Net gain/(loss) on investments
|
(45,354,399)
|
|
Net increase/(decrease) in net assets applicable to Common Stockholders resulting from
operations
|
$(33,489,406)
|
See Notes to Financial Statements
26
Statements of Changes in Net Assets
Neuberger Berman
|
|
High Yield
Strategies Fund Inc.
|
|
|
|
Fiscal Year Ended
|
Fiscal Year Ended
|
|
|
October 31, 2022
|
October 31, 2021
|
|
Increase/(Decrease) in Net Assets Applicable to Common Stockholders:
|
|
|
|
From Operations (Note A):
|
|
|
|
Net investment income/(loss)
|
$11,864,993
|
$11,439,916
|
|
Net realized gain/(loss) on investments
|
(8,131,089)
|
15,377,349
|
|
Change in net unrealized appreciation/(depreciation) of investments
|
(37,223,310)
|
(18,561)
|
|
Net increase/(decrease) in net assets applicable to Common Stockholders resulting from
operations
|
(33,489,406)
|
26,798,704
|
|
Distributions to Common Stockholders From (Note A):
|
|
|
|
Distributable earnings
|
(13,347,138)
|
(11,528,512)
|
|
Tax return of capital
|
(4,737,698)
|
(4,832,395)
|
|
Total distributions to Common Stockholders
|
(18,084,836)
|
(16,360,907)
|
|
From Capital Share Transactions (Note D):
|
|
|
|
Proceeds from the rights offering resulting in the issuance of 4,763,981 shares of common
stock (Note F)(a)
|
38,701,436
|
—
|
|
Proceeds from reinvestment of dividends and distributions
|
59,568
|
103,128
|
|
Payments for shares repurchased in connection with common stock tender offer (Note E)
|
—
|
(58,768,306)
|
|
Total net proceeds from capital share transactions
|
38,761,004
|
(58,665,178)
|
|
Net Increase/(Decrease) in Net Assets Applicable to Common Stockholders
|
(12,813,238)
|
(48,227,381)
|
|
Net Assets Applicable to Common Stockholders:
|
|
|
|
Beginning of year
|
181,092,051
|
229,319,432
|
|
End of year
|
$168,278,813
|
$181,092,051
|
|
|
|
|
(a)
|
Net of offering costs and related expenses of $2,277,351.
|
See Notes to Financial Statements
27
Statement of Cash Flows
Neuberger Berman
|
|
High Yield
Strategies
Fund Inc.
|
|
|
For the
Fiscal Year Ended
October 31, 2022
|
|
Increase/(Decrease) in cash:
|
|
|
Cash flows from operating activities:
|
|
|
Net decrease in net assets applicable to Common Stockholders resulting from operations
|
$(33,489,406)
|
|
Adjustments to reconcile net increase in net assets applicable to Common Stockholders resulting
from operations
to net cash provided by operating activities:
|
|
|
Changes in assets and liabilities:
|
|
|
Purchase of investment securities
|
(181,882,934)
|
|
Proceeds from disposition of investment securities
|
143,940,567
|
|
Purchase/sale of short-term investment securities, net
|
(9,787,074)
|
|
Increase/decrease in receivable/payable for accumulated variation margin on centrally cleared
swap contracts
|
(1,290,261)
|
|
Increase in interest receivable
|
(883,743)
|
|
Decrease in unamortized deferred issuance cost
|
136,091
|
|
Decrease in receivable for securities lending income
|
5,059
|
|
Increase in prepaid expenses and other assets
|
(119,521)
|
|
Decrease in receivable for securities sold
|
145,273
|
|
Decrease in payable for collateral on loaned securities
|
(9,778,010)
|
|
Increase in distributions payable on preferred shares
|
510,035
|
|
Decrease in payable for securities purchased
|
(3,201,944)
|
|
Increase in interest payable
|
174,645
|
|
Net amortization/(accretion) of premium/(discount) on investments
|
(26,240)
|
|
Increase in payable to investment manager
|
4,686
|
|
Decrease in payable to directors
|
(648)
|
|
Increase in payable to administrator
|
391
|
|
Decrease in other accrued expenses and payables
|
(49,500)
|
|
Unrealized depreciation on investment securities of unaffiliated issuers
|
38,513,571
|
|
Net realized loss from transactions in investment securities of unaffiliated issuers
|
8,389,064
|
|
Net cash provided by (used in) operating activities
|
$(48,689,899)
|
|
Cash flows from financing activities:
|
|
|
Cash distributions paid on common stock
|
(18,024,943)
|
|
Cash receipt from issuance of Private Notes
|
26,500,000
|
|
Proceeds from rights offering
|
38,701,436
|
|
Net cash provided by (used in) financing activities
|
$47,176,493
|
|
Net increase/(decrease) in cash and restricted cash
|
(1,513,406)
|
|
Cash:
|
|
|
Cash and restricted cash at beginning of year
|
311,809
|
|
Cash and restricted cash at end of year
|
$(1,201,597)
|
|
Supplemental disclosure
|
|
|
Cash paid for interest
|
$842,395
|
The following table provides a reconciliation of cash and restricted cash, if any, reported within the Statement of
Assets and Liabilities that sum to the total of such amounts shown on the Statement of Cash Flows.
|
|
October 31, 2022
|
October 31, 2021
|
|
Cash
|
$—
|
$—
|
|
Deposit for derivative collateral
|
|
|
|
Cash collateral segregated for centrally cleared swap contracts due from/(to) broker
|
(1,201,597)
|
311,809
|
|
Total cash and restricted cash as show in the Statement of Cash Flows
|
$(1,201,597)
|
$311,809
|
See Notes to Financial Statements
28
Notes to Financial Statements High Yield Strategies Fund Inc.
Note A—Summary of Significant Accounting Policies:
1
General: Neuberger Berman High Yield Strategies Fund Inc. (the "Fund”) was organized as a Maryland corporation on March 18, 2010, and registered under the Investment Company Act of 1940,
as amended
(the "1940 Act”), as a non-diversified, closed-end management investment company. Under the 1940 Act, the status
of a fund that was registered as non-diversified may, under certain circumstances, change to that
of a diversified fund. The Fund is currently a diversified fund. The Fund’s Board of Directors (the "Board") may
classify or re-classify any unissued shares of capital stock into one or more classes of preferred stock without the approval of stockholders.
A balance indicated with a "—", reflects either a zero balance or a balance that rounds to less
than 1.
The Fund is an investment company and accordingly follows the investment company accounting and
reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 946 "Financial Services—Investment Companies."
The preparation of financial statements in accordance with U.S. generally accepted accounting
principles ("GAAP") requires Management to make estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates.
2
Portfolio valuation: In accordance with ASC 820 "Fair Value Measurement" ("ASC 820"), all investments held by the Fund are carried at the value that Management believes the Fund would receive upon
selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions. Various inputs, including the volume and level of activity for
the asset or liability in the market, are considered in valuing the Fund's investments, some of which are discussed below. At times, Management may need to apply significant judgment to value investments in accordance with ASC 820.
ASC 820 established a three-tier hierarchy of inputs to create a classification of value
measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.
•
Level 1 – unadjusted quoted prices in active markets for identical investments
•
Level 2 – other observable inputs (including quoted prices for similar investments,
interest rates, prepayment speeds, credit risk, amortized cost, etc.)
•
Level 3 – unobservable inputs (including the Fund's own assumptions in determining
the fair value of investments)
The inputs or methodology used for valuing an investment are not necessarily an indication of the
risk associated with investing in those securities.
The value of the Fund’s investments in debt securities is determined by Management primarily by
obtaining valuations from independent pricing services based on bid quotations, or if quotations are not available, by methods which include various considerations based on security type (generally Level 2 inputs). In addition to the
consideration of yields or prices of securities of comparable quality, coupon, maturity and type, indications as to values from dealers, and general market conditions, the following is a description of other Level 2 inputs and related
valuation techniques used by independent pricing services to value certain types of debt securities held by the Fund:
Corporate Bonds. Inputs used to value corporate debt securities generally include relevant credit information, observed market movements, sector news, U.S. Treasury yield curve or relevant benchmark
curve, and other market information, which may include benchmark yield curves, reported trades, broker-dealer quotes, issuer spreads, comparable securities, and reference data, such as market research publications, when available ("Other
Market Information").
29
Convertible Bonds. Inputs used to value convertible bonds generally include underlying stock data, conversion rates, credit specific details, relevant listed bond and preferred stock prices and Other
Market Information.
Collateralized Loan Obligations (CLOs): The value of collateralized loan obligations is primarily determined by cash flow data, relevant loan pricing data and market color, and research from market participants and
trading desks (Level 2 or 3 inputs).
Asset-Backed Securities. Inputs used to value asset-backed securities generally include models that consider a number of factors, which may include the following: prepayment speeds, cash flows, spread
adjustments and Other Market Information.
High Yield Securities. Inputs used to value high yield securities generally include a number of observations of equity and credit default swap curves related to the issuer and Other Market Information.
The value of loan assignments is determined by Management primarily by obtaining valuations from
independent pricing services based on broker quotes (generally Level 2 or Level 3 inputs depending on the number of quotes available).
The value of interest rate swaps is determined by Management primarily by obtaining valuations from
independent pricing services based on references to the underlying rates including the local overnight index swap rate and the respective interbank offered forward rate to produce the daily price. The present value is calculated based off
of expected cash flows based on swap parameters along with reference to the underlying yield curve and reference rate (Level 2 inputs).
Management has developed a process to periodically review information provided by independent
pricing services for all types of securities.
Investments in non-exchange traded investment companies are valued using the respective fund’s
daily calculated net asset value ("NAV") per share (Level 2 inputs), when available.
If a valuation is not available from an independent pricing service, or if Management has reason to
believe that the valuation received does not represent the amount the Fund might reasonably expect to receive on a current sale in an orderly transaction, Management seeks to obtain quotations from brokers or dealers (generally considered
Level 2 or Level 3 inputs depending on the number of quotes available). If such quotations are not available, the security is valued using methods Management has approved in the good-faith belief that the resulting valuation will reflect
the fair value of the security. Pursuant to Rule 2a-5 under the 1940 Act, the Board designated Management as the Fund's valuation designee. As the Fund's valuation designee, Management is responsible for determining fair value in good
faith for any and all Fund investments. Inputs and assumptions considered in determining the fair value of a security based on Level 2 or Level 3 inputs may include, but are not limited to, the type of the security; the initial cost of
the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from
broker-dealers and/or pricing services; information obtained from the issuer and/or analysts; an analysis of the company’s or issuer’s financial statements; an evaluation of the inputs that influence the issuer and the market(s) in which
the security is purchased and sold.
Fair value prices are necessarily estimates, and there is no assurance that such a price will be at
or close to the price at which the security is next quoted or next trades.
3
Securities transactions and investment income: Securities transactions are recorded on trade date for financial reporting purposes. Dividend income is recorded on the ex-dividend date. Interest income, including accretion of
discount (adjusted for original issue discount, where applicable) and amortization of premium, where applicable, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on the basis of
identified cost and stated separately in the Statement of Operations.
30
4
Income tax information: It is the policy of the Fund to continue to qualify for treatment as a regulated investment company ("RIC") by complying with the requirements of the U.S. Internal Revenue Code
applicable to RICs and to distribute substantially all of its net investment income and net realized capital gains to its stockholders. To the extent the Fund distributes substantially all of its net investment income and net realized
capital gains to stockholders, no federal income or excise tax provision is required.
ASC 740 "Income Taxes" sets forth a minimum threshold for financial statement recognition of a tax
position taken, or expected to be taken, in a tax return. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as an income tax expense in the Statement of Operations. The Fund is subject to
examination by U.S. federal and state tax authorities for returns filed for the tax years for which the applicable statutes of limitations have not yet expired. As of October 31, 2022, the Fund did not have any unrecognized tax positions.
For federal income tax purposes, the estimated cost of investments held at October 31, 2022 was
$323,856,267. The estimated gross unrealized appreciation was $1,969,987 and estimated gross unrealized depreciation was $35,496,923 resulting in net unrealized depreciation in value of investments of $33,526,936 based on cost for U.S.
federal income tax purposes.
Income distributions and capital gain distributions are determined in accordance with income tax
regulations, which may differ from GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions
made by the Fund.
Any permanent differences resulting from different book and tax treatment are reclassified at
year-end and have no impact on net income, NAV or NAV per share of common stock of the Fund. For the year ended October 31, 2022, the Fund recorded permanent reclassifications primarily related to nondeductible restructuring costs. For
the year ended October 31, 2022, the Fund recorded the following permanent reclassifications:
|
|
Paid-in Capital
|
Total Distributable
Earnings/(Losses)
|
|
|
$(136,090)
|
$136,090
|
The tax character of distributions paid during the years ended October 31, 2022, and October 31,
2021, was as follows:
|
|
Distributions Paid From:
|
|||||||
|
|
Ordinary
Income
|
Long-Term
Capital Gain
|
Return of
Capital
|
Total
|
||||
|
|
2022
|
2021
|
2022
|
2021
|
2022
|
2021
|
2022
|
2021
|
|
|
$15,880,233
|
$13,351,098
|
$—
|
$—
|
$4,737,698
|
$4,832,395
|
$20,617,931
|
$18,183,493
|
As of October 31, 2022, the components of distributable earnings (accumulated losses) on a U.S.
federal income tax basis were as follows:
|
|
Undistributed
Ordinary
Income
|
Undistributed
Long-Term
Capital Gain
|
Unrealized
Appreciation/
(Depreciation)
|
Loss
Carryforwards
and Deferrals
|
Other
Temporary
Differences
|
Total
|
|
|
$—
|
$—
|
$(33,525,698)
|
$(33,085,555)
|
$(1,075,190)
|
$(67,686,443)
|
The temporary differences between book basis and tax basis distributable earnings are primarily due
to: losses disallowed and recognized on wash sales, timing differences of fund level distributions, tax adjustments related to swap contracts and amortization of bond premium.
To the extent the Fund's net realized capital gains, if any, can be offset by capital loss
carryforwards, it is the policy of the Fund not to distribute such gains. Capital loss carryforward rules allow for RICs to carry forward capital losses indefinitely and to retain the character of capital loss carryforwards as short-term
or
31
long-term. As determined at October 31, 2022, the Fund had unused capital loss carryforwards
available for federal income tax purposes to offset future net realized capital gains, if any, as follows:
|
Capital Loss Carryforwards
|
|
|
Long-Term
|
Short-Term
|
|
$29,624,847
|
$3,460,708
|
5
Foreign taxes: Foreign taxes withheld, if any, represent amounts withheld by foreign tax authorities, net of refunds recoverable.
6
Distributions to common stockholders: The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to declare and pay monthly distributions to common stockholders. The Fund has
adopted a policy to pay common stockholders a stable monthly distribution. The Fund’s ability to satisfy its policy will depend on a number of factors, including the amount and stability of income received from its investments, the
availability of capital gains, distributions paid on any preferred shares, interest paid on any notes and the level of other Fund fees and expenses. In an effort to maintain a stable monthly distribution amount, the Fund may pay
distributions consisting of net investment income, net realized gains and paid-in capital. There is no assurance that the Fund will always be able to pay distributions of a particular size, or that distributions will consist solely of
net investment income and net realized capital gains. The composition of the Fund’s distributions for the calendar year 2022 will be reported to Fund stockholders on IRS Form 1099-DIV. The Fund may pay distributions in excess of those
required by its stable distribution policy to avoid excise tax or to satisfy the requirements of Subchapter M of the U.S. Internal Revenue Code. Distributions to common stockholders are recorded on the ex-date. Net realized capital
gains, if any, will be offset to the extent of any available capital loss carryforwards. Any such offset will not reduce the level of the stable distribution paid by the Fund. Distributions to preferred stockholders are accrued and
determined as described in Note A-8.
On October 31, 2022, the Fund declared a monthly distribution to common stockholders in the
amount of $0.0905 per share, payable on November 30, 2022 to stockholders of record on November 15, 2022, with an ex-date of November 14, 2022. Subsequent to October 31, 2022, the Fund declared a monthly distribution on November 30, 2022
to common stockholders in the amount of $0.0905 per share, payable on December 30, 2022 to stockholders of record on December 15, 2022, with an ex-date of December 14, 2022.
7
Expense allocation: Certain expenses are applicable to multiple funds within the complex of related investment companies, which includes open-end and closed-end investment companies for which NBIA
serves as investment manager. Expenses directly attributable to the Fund are charged to the Fund. Expenses borne by the complex of related investment companies that are not directly attributable to a particular investment company
(e.g., the Fund) are allocated among the Fund and the other investment companies or series thereof in the complex on the basis of relative net assets, except where a more appropriate allocation of expenses to each of the investment
companies or series thereof in the complex can otherwise be made fairly.
8
Financial leverage: In September 2013, the Fund issued privately placed notes (“2013 PNs”) with an aggregate principal value of $90,000,000 and Mandatory Redeemable Preferred Shares, Series B with
an aggregate liquidation preference of $35,000,000. In August 2020, the Fund issued Mandatory Redeemable Preferred Shares, Series C (“MRPS”) with an aggregate liquidation preference of $95,000,000. The Fund used the proceeds from the
issuance of the MRPS to repurchase the outstanding Mandatory Redeemable Preferred Shares, Series B and to prepay $60,000,000 of the aggregate principal balance of the 2013 PNs. In December 2020, in connection with the reduction in the
Fund's asset level following the tender offer (Note E), the Fund prepaid $10,500,000 of the outstanding 2013 PNs and redeemed $19,000,000 of the MRPS, reducing the 2013 PNs aggregate principal value to $19,500,000 and the MRPS
aggregate liquidation preference to $76,000,000. In June 2022, in connection with the increase in the Fund’s asset level following the rights offering (Note F), the Fund issued a privately placed note with a principal value of
$26,500,000 (“2022 PN" and together with the 2013 PNs, "PNs"). The PNs have a maturity date of September 18, 2023 and the MRPS have a maturity date of August 3, 2023. The interest on the PNs is
32
accrued daily and paid quarterly. The MRPS have a liquidation preference of $12.50 per share plus
any accumulated unpaid distributions, whether or not earned or declared by the Fund, but excluding interest thereon (“Liquidation Value”). Distributions on the MRPS are accrued daily and paid quarterly. For financial reporting purposes
only, the liquidation preference of the MRPS is recognized as a liability in the Statement of Assets and Liabilities.
During the year ended October 31, 2022, the average principal balance outstanding and average
annualized interest rate of the PNs were $30,463,014 and 2.89%, respectively. During the year ended October 31, 2022, the average aggregate liquidation preference outstanding and average annualized distribution rate of the MRPS were
$76,000,000 and 3.33%, respectively.
The table below sets forth key terms of the MRPS.
|
Series
|
Mandatory
Redemption Date
|
Interest
Rate
|
Shares
Outstanding
|
Aggregate
Liquidation
Preference
|
|
Series C
|
8/3/23
|
4.95%*
|
6,080,000
|
$76,000,000
|
|
*
|
Current floating rate as of October 31, 2022.
|
The Fund has paid organizational expenses which are being amortized over the life of the 2013 PNs
and MRPS. The expenses are included in the Interest expense that is reflected in the Statement of Operations.
The Fund may redeem the MRPS or prepay the PNs, in whole or in part, at its option after giving
notice to the relevant holders of the MRPS and the PNs (together, the "Private Securities") but may incur additional expenses if it chooses to do so. The Fund is also subject to certain restrictions relating to the Private Securities.
Failure to comply with these restrictions could preclude the Fund from declaring any distributions to common stockholders or repurchasing shares of common stock and/or could trigger the mandatory redemption of the MRPS at Liquidation
Value and certain expenses and/or mandatory prepayment of the PNs at par plus accrued but unpaid interest and certain expenses. The holders of the MRPS are entitled to one vote per share and will vote with holders of shares of common
stock as a single class, except that the holders of the MRPS will vote separately as a class on certain matters, as required by law or the Fund’s organizational documents. The holders of the MRPS, voting as a separate class, are entitled
at all times to elect two Directors of the Fund, and to elect a majority of the Directors of the Fund if the Fund fails to pay distributions on the MRPS for two consecutive years.
9
Concentration of credit risk: The Fund will normally invest at least 80% of its total assets in high yield debt securities of U.S. and foreign issuers, which include securities that are rated below
investment grade by a rating agency or are unrated debt securities determined to be of comparable quality by the Fund’s investment manager.
Due to the likelihood of volatility and potential illiquidity of the high yield securities in which
the Fund invests and the real or perceived difficulty of issuers of those high yield securities to meet their payment obligations during economic downturns or because of negative business developments relating to the issuer or its
industry in general, the value and/or price of the Fund’s shares of common stock may fluctuate more than would be the case if the Fund did not concentrate in high yield securities.
10
Derivative instruments: The Fund's use of derivatives during the year ended October 31, 2022, is described below. Please see the Schedule of Investments for the Fund's open positions in derivatives, if
any, at October 31, 2022. The disclosure requirements of ASC 815 “Derivatives and Hedging” (“ASC 815”) distinguish between derivatives that qualify for hedge accounting and those that do not. Because investment companies value their
derivatives at fair value and recognize changes in fair value through the Statement of Operations, they do not qualify for hedge accounting. Accordingly, even though the Fund's investments in derivatives may represent economic hedges,
they are considered non-hedge transactions for purposes of this disclosure.
The SEC adopted Rule 18f-4 under the 1940 Act which, effective August 19, 2022, regulates the use
of derivatives for certain funds registered under the 1940 Act ("Rule 18f-4"). The Fund has adopted a
33
Rule 18f-4 Policy which provides, among other things, that unless the Fund qualifies as a "limited
derivatives user" as defined in Rule 18f-4, the Fund is subject to a comprehensive derivatives risk management program, is required to comply with certain value-at-risk based leverage limits and is required to provide additional
disclosure both publicly and to the SEC regarding its derivatives positions. If the Fund qualifies as a limited derivatives user, Rule 18f-4 requires the Fund to have policies and procedures to manage its aggregate derivatives risk.
Interest rate swap contracts: During the year ended October 31, 2022, the Fund used interest rate swaps to reduce the risk that an increase in short-term interest rates could reduce common share net earnings as
a result of leverage. Under the terms of the interest rate swaps, the Fund agrees to pay the swap counterparty a fixed-rate payment in exchange for the counterparty’s paying the Fund a variable-rate payment that is intended to approximate
all or a portion of the Fund’s variable-rate payment obligations on the Fund’s Private Securities. The fixed-rate and variable rate payment flows are paid by one party to the other on a periodic basis and netted against each other when
applicable. There is no guarantee that these interest rate swap transactions will be successful in reducing or limiting risk.
Risks may arise if the counterparty to a swap contract fails to comply with the terms of its
contract. The loss incurred by the failure of a counterparty is generally limited to the net interest payment to be received by the Fund and/or the termination value at the end of the contract. Additionally, risks may arise if there is no
liquid market for these agreements or from movements in interest rates unanticipated by Management.
Periodic expected interim net interest payments or receipts on the swaps are recorded as an
adjustment to unrealized gains/losses, along with the fair value of the future periodic payment or receivable streams on the swaps. The unrealized gains/losses associated with the periodic interim net interest payments or receipts are
reclassified to realized gains/ losses in conjunction with the actual net receipt or payment of such amounts. The reclassifications do not impact the Fund’s total net assets applicable to common stockholders or its total net increase
(decrease) in net assets applicable to common stockholders resulting from operations.
Certain clearinghouses currently offer clearing for limited types of derivative transactions. In a
cleared derivative transaction, the Fund typically enters into the transaction with a financial institution counterparty that is then cleared through a central clearinghouse. Upon acceptance of a swap by a central clearinghouse, the
original swap is extinguished and replaced with a swap with the clearinghouse, thereby reducing or eliminating the Fund's exposure to the credit risk of the original counterparty. The Fund typically will be required to post specified
levels of both initial and variation margin with the clearinghouse or at the instruction of the clearinghouse. The daily change in valuation is recorded as a receivable or payable for variation margin and settled in cash with the central
clearing party. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation and net interest received or paid on swap contracts to determine the fair value of swaps.
At October 31, 2022, the Fund had the following derivatives (which did not qualify as hedging
instruments under ASC 815), grouped by primary risk exposure:
|
(a)
|
"Centrally cleared swaps" reflect the cumulative unrealized appreciation/(depreciation) of the
centrally
cleared swap contracts plus accrued interest as of October 31, 2022.
|
34
The impact of the use of these derivative instruments on the Statement of Operations during the
year ended October 31, 2022, was as follows:
|
|
Net Realized Gain/
(Loss) on Derivatives(a)
|
|
Change in Net Unrealized
Appreciation/
(Depreciation) on
Derivatives(b)
|
|
Swaps
|
|
|
|
|
Interest rate risk
|
$257,975
|
|
$1,290,261
|
|
(a)
|
Net realized gains/(losses) on derivatives are located in the Statement of Operations each under
the caption,
"Net realized gain/(loss) on:"
|
|
Swaps
|
Expiration or closing of swap contracts
|
|
(b)
|
Change in net unrealized appreciation/(depreciation) is located in the Statement of Operations
each under
the caption, "Change in net unrealized appreciation/(depreciation) in value of:"
|
|
Swaps
|
Swap contracts
|
11
Securities lending: The Fund, using State Street Bank and Trust Company (“State Street”) as its lending agent, may loan securities to qualified brokers and dealers in exchange for negotiated
lender’s fees. These fees, if any, would be disclosed within the Statement of Operations under the caption “Income from securities loaned-net” and are net of expenses retained by State Street as compensation for its services as
lending agent.
The initial collateral received by the Fund at the beginning of each transaction shall have a value
equal to at least 102% of the prior day’s market value of the loaned securities (105% in the case of international securities). Collateral in the form of cash and/or securities issued or guaranteed by the U.S. government or its agencies,
equivalent to at least 100% of the market value of securities, is maintained at all times. Thereafter, the value of the collateral is monitored on a daily basis, and collateral is moved daily between a counterparty and the Fund until the
close of the transaction. Cash collateral is generally invested in a money market fund registered under the 1940 Act that is managed by an affiliate of State Street and is included on the Statement of Assets and Liabilities. The total
value of securities received as collateral for securities on loan is included in a footnote following the Schedule of Investments, but is not included within the Statement of Assets and Liabilities because the receiving Fund does not have
the right to sell or repledge the securities received as collateral. The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the
loaned securities. Any increase or decrease in the fair value of the securities loaned and any interest earned or dividends paid or owed on those securities during the term of the loan would accrue to the Fund.
As of October 31, 2022, the Fund did not have any outstanding loans of securities.
12
When-issued/delayed delivery securities: The Fund may purchase securities with delivery or payment to occur at a later date beyond the normal settlement period. At the time the Fund enters into a commitment to purchase
a security, the transaction is recorded and the value of the security is reflected in the NAV. The price of such security and the date when the security will be delivered and paid for are fixed at the time the transaction is
negotiated. The value of the security may vary with market fluctuations. No interest accrues to the Fund until payment takes place. When-issued and delayed delivery transactions can have a leverage-like effect on the Fund, which can
increase fluctuations in the Fund’s NAV. Certain risks may arise upon entering into when-issued or delayed delivery securities transactions from the potential inability of counterparties to meet the terms of their contracts or if the
issuer does not issue the securities due to political, economic, or other factors. Additionally, losses may arise due to changes in the value of the underlying securities.
13
Indemnifications: Like many other companies, the Fund’s organizational documents provide that its officers ("Officers") and directors ("Directors") are indemnified against certain liabilities
arising out of the
35
performance of their duties to the Fund. In addition, both in some of its principal service
contracts and in the normal course of its business, the Fund enters into contracts that provide indemnifications to other parties for certain types of losses or liabilities. The Fund’s maximum exposure under these arrangements is unknown
as this could involve future claims against the Fund.
14
Arrangements with certain non-affiliated service providers: In order to satisfy rating agency requirements and the terms of the Private Securities, the Fund is required to provide the rating agency and holders of Private Securities a
report on a monthly basis verifying that the Fund is maintaining eligible assets having a discounted value equal to or greater than the basic maintenance amount, which is the minimum level set by the rating agency as one of the
conditions to maintain the rating on the PNs and the MRPS. “Discounted value” refers to the fact that the rating agency requires the Fund, in performing this calculation, to discount portfolio securities below their face value, at
rates determined by the rating agency. The Fund pays State Street for the preparation of this report, which is reflected in the Statement of Operations under the caption “Basic maintenance (Note A).”
15
Unfunded loan commitments: The Fund may enter into certain credit agreements all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower’s discretion. As of
October 31, 2022, the Fund had no outstanding unfunded loan commitments.
Note B—Investment Management Fees, Administration Fees, and Other Transactions with Affiliates:
The Fund retains NBIA as its investment manager under a Management Agreement. For such investment
management services, the Fund pays NBIA an investment management fee computed at an annual rate of 0.60% of the Fund’s average daily Managed Assets. Managed Assets equal the total assets of the Fund, less liabilities other than the
aggregate indebtedness entered into for purposes of leverage. For purposes of calculating Managed Assets, the liquidation preference of any MRPS outstanding and principal amount of the PNs are not considered liabilities.
The Fund retains NBIA as its administrator under an Administration Agreement. The Fund pays NBIA an
administration fee at an annual rate of 0.05% of its average daily Managed Assets under this agreement. Additionally, NBIA retains State Street as its sub-administrator under a Sub-Administration Agreement. NBIA pays State Street a fee
for all services received under the Sub-Administration Agreement.
Note C—Securities Transactions:
During the year ended October 31, 2022, there were purchase and sale transactions of long-term
securities (excluding swap contracts) of $178,086,102 and $140,254,058, respectively.
Note D—Capital:
Transactions in shares of common stock for the years ended October 31, 2022 and October 31, 2021
were as follows:
|
For the Year Ended October 31, 2022
|
For the Year Ended October 31, 2021
|
||||
|
Stock Issued on
Reinvestment of
Dividends
and Distributions
|
Stock Issued in
connection with
Rights Offering (Note F)
|
Net Increase/
(Decrease)
in Common Stock
Outstanding
|
Stock Issued on
Reinvestment of
Dividends
and Distributions
|
Repurchase of Common
Stock in connection with
Tender Offer (Note E)
|
Net Increase/
(Decrease)
in Common Stock
Outstanding
|
|
4,957
|
4,763,981
|
4,768,938
|
8,163
|
(4,885,146)
|
(4,876,983)
|
Note E—Common Stock Tender Offer:
On November 10, 2020, the Fund commenced a tender offer to purchase up to 25% of its outstanding
shares of common stock for cash at a price equal to 96% of its NAV per share determined on December 10, 2020. The Fund’s tender offer expired on December 10, 2020 at 5:00 p.m., New York City time.
36
In accordance with the terms of the tender offer, since the tender offer was oversubscribed, the
Fund purchased 25% of its outstanding shares of common stock on a pro-rata basis, with appropriate adjustment to avoid purchase of fractional shares of common stock, based on the number of shares properly tendered. The Fund purchased
4,885,146 shares of common stock at a purchase price of $12.03 per share, representing 96% of the NAV per share as of the close of the regular trading session of the NYSE on December 10, 2020. Shares of the Fund’s common stock that were
tendered but were not purchased remain outstanding.
Note F—Common Stock Rights Offering:
On April 19, 2022 (the “Record Date”), the Fund commenced a transferable rights offering (the
“Offer”) whereby the Fund issued one transferable right (a “Right”) for each share of common stock of the Fund held by stockholders of record as of the Record Date. Pursuant to the Offer, holders of Rights were entitled to purchase shares
of common stock by submitting three Rights and the subscription price per share for each share purchased. The Offer expired at 5:00 p.m. Eastern Time on May 17, 2022 (the “Expiration Date”). The final subscription price of $8.60 per share
of common stock was equal to 87% of the Fund’s NAV per share of common stock at the close of trading on the NYSE American on the Expiration Date. The Offer resulted in the issuance of 4,763,981 shares of common stock and the gross
proceeds of the Offer were approximately $40.9 million.
Note G—Recent Accounting Pronouncements:
In January 2021, the FASB issued Accounting Standards Update No. 2021-01 ("ASU 2021-01"),
"Reference Rate Reform (Topic 848)". ASU 2021-01 is an update of ASU 2020-04, which is in response to concerns about structural risks of interbank offered rates, and particularly the risk of cessation of LIBOR, regulators have undertaken
reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. ASU 2020-04 provides optional guidance for a limited period of time to ease the
potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging
relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU 2021-01 update clarifies that certain optional expedients and exceptions in Topic
848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in this update are effective immediately through December 31, 2022, for all entities. Management is
currently evaluating the implications, if any, of the additional requirements and its impact on the Fund’s financial statements.
Note H—Other Matters:
Coronavirus:
The outbreak of the novel coronavirus in many countries has, among other things, disrupted global travel and supply chains, and adversely impacted global commercial activity, the transportation industry and commodity prices in the energy
sector. The impact of this virus has negatively affected and may continue to affect the economies of many nations, individual companies and the global securities and commodities markets, including liquidity and volatility. The development
and fluidity of this situation precludes any prediction as to its ultimate impact, which may have a continued adverse effect on global economic and market conditions. Such conditions (which may be across industries, sectors or
geographies) have impacted and may continue to impact certain issuers of the securities held by the Fund and in turn, may impact the financial performance of the Fund.
Russia's Invasion of Ukraine: Russia’s invasion of Ukraine, and corresponding events in late February 2022, have had, and could continue to have, severe adverse effects on regional and global economic markets for
securities and commodities. Following Russia’s actions, various governments, including the United States, have issued broad-ranging economic sanctions against Russia. The current events have had, and could continue to have, an adverse
effect on global markets performance and liquidity, thereby negatively affecting the value of the Fund's investments beyond any direct exposure to Russian or Ukrainian issuers.
37
Financial Highlights
High Yield Strategies Fund Inc.
The following table includes selected data for a common share outstanding throughout each period and other
performance information derived from the Financial Statements. Amounts that do not round to $0.01 or $(0.01) per share are presented as $0.00 or $(0.00), respectively. Ratios that do not round to 0.01% or (0.01)% are presented as 0.00% or
(0.00)%, respectively. A "—" indicates that the line item was not applicable in the corresponding period.
|
|
Year Ended October 31,
|
||||
|
|
2022
|
2021
|
2020
|
2019
|
2018
|
|
Common Stock Net Asset Value, Beginning of Year
|
$12.35
|
$11.74
|
$12.67
|
$12.45
|
$13.43
|
|
Income/(Loss) From Investment Operations Applicable to
Common Stockholders:
|
|
|
|
|
|
|
Net Investment Income/(Loss)a
|
0.71
|
0.75
|
0.73
|
0.78
|
0.76
|
|
Net Gains or (Losses) on Securities (both realized and unrealized)
|
(3.00)
|
0.78
|
(0.57)
|
0.38
|
(0.92)
|
|
Total From Investment Operations Applicable to Common
Stockholders
|
(2.29)
|
1.53
|
0.16
|
1.16
|
(0.16)
|
|
Less Distributions to Common Stockholders From:
|
|
|
|
|
|
|
Net Investment Income
|
(0.81)
|
(0.77)
|
(0.77)
|
(0.82)
|
(0.79)
|
|
Tax Return of Capital
|
(0.28)
|
(0.32)
|
(0.32)
|
(0.12)
|
(0.03)
|
|
Total Distributions to Common Stockholders
|
(1.09)
|
(1.09)
|
(1.09)
|
(0.94)
|
(0.82)
|
|
Accretive Effect of Common Stock Tender Offers
|
—
|
0.17b
|
—
|
—
|
—
|
|
Dilutive Effect of Rights Offering
|
(0.31)c
|
—
|
—
|
—
|
—
|
|
Common Stock Net Asset Value, End of Year
|
$8.66
|
$12.35
|
$11.74
|
$12.67
|
$12.45
|
|
Common Stock Market Value, End of Year
|
$8.21
|
$13.16
|
$10.75
|
$11.93
|
$10.33
|
|
Total Return, Common Stock Net Asset Valued
|
(21.70)%
|
14.81%e
|
2.28%
|
10.43%
|
(0.20)%e
|
|
Total Return, Common Stock Market Valued
|
(30.34)%
|
33.61%e
|
(0.53)%
|
25.32%
|
(8.32)%e
|
|
Supplemental Data/Ratios
|
|
|
|
|
|
|
Net Assets Applicable to Common Stockholders, End of Year (in
millions)
|
$168.3
|
$181.1
|
$229.3
|
$247.5
|
$243.3
|
|
Preferred Stock Outstanding, End of Year (in millions)f
|
$76.0
|
$76.0
|
$95.0
|
$35.0
|
$35.0
|
|
Preferred Stock Liquidation Value Per Sharef
|
$12.5
|
$12.5
|
$12.5
|
$25,000
|
$25,000
|
|
Ratios are Calculated Using Average Net Assets
Applicable to Common Stockholders
|
|
|
|
|
|
|
Ratio of Gross Expensesg
|
3.37%
|
2.55%
|
3.17%
|
3.52%
|
2.96%
|
|
Ratio of Net Expensesg
|
3.37%
|
2.55%
|
3.17%
|
3.52%
|
2.96%
|
|
Ratio of Net Investment Income/(Loss) Excluding Preferred Stock
Distributions
|
6.90%
|
5.96%
|
6.21%
|
6.20%
|
5.88%
|
|
Portfolio Turnover Rate
|
52%
|
66%
|
102%
|
89%
|
62%
|
|
Asset Coverage Per Share of Preferred Stock, End of Yearh
|
$40
|
$42
|
$43
|
$201,899
|
$198,912
|
|
Notes Payable (in millions)i
|
$45.9
|
$19.3
|
$29.6
|
$89.9
|
$89.9
|
|
Asset Coverage Per $1,000 of Notes Payablej
|
$6,348
|
$14,374
|
$11,969
|
$4,147
|
$4,103
|
|
|
See Notes to Financial Highlights
39
Notes to Financial Highlights High Yield Strategies Fund Inc.
|
a
|
Calculated based on the average number of shares of common stock outstanding during each fiscal
period.
|
|
b
|
During the year ended October 31, 2021, the Fund conducted a tender offer and repurchased 25% of
its
outstanding shares of common stock at a price equal to 96% of the Fund’s NAV per share. The
final
payment for the tender offer was made at $12.03 per share representing 96% of the Fund's NAV per
share
on December 10, 2020.
|
|
c
|
During the year ended October 31, 2022, the Fund conducted a rights offering and issued
4,763,981 shares
of common stock. The final subscription price for the rights offering was $8.60 per share
representing 87%
of the Fund's NAV per share on May 17, 2022.
|
|
d
|
Total return based on per share NAV reflects the effects of changes in NAV on the performance of
the Fund
during each fiscal period. Total return based on per share market value assumes the purchase of
shares of
common stock at the market price on the first day and sale of common stock at the market price
on the last
day of the period indicated. Distributions, if any, are assumed to be reinvested at prices
obtained under the
Fund's distribution reinvestment plan. Results represent past performance and do not indicate
future results.
Current returns may be lower or higher than the performance data quoted. Investment returns will
fluctuate and shares of common stock, when sold, may be worth more or less than original cost.
|
|
e
|
The class action proceeds received in 2021 and 2018 had no impact on the Fund’s total returns
for the years
ended October 31, 2021 or 2018, respectively.
|
|
f
|
From September 18, 2013 to August 4, 2020, the Fund had 1,400 Mandatory Redeemable Preferred
Shares, Series B outstanding. From August 5, 2020 to December 13, 2020, the Fund had 7,600,000
MRPS
outstanding. Effective December 14, 2020, the Fund has 6,080,000 MRPS outstanding (see Note A of
Notes
to Financial Statements).
|
|
g
|
Distributions to mandatory redeemable preferred stockholders and interest expense is included in
expense
ratios. The annualized ratios of distributions to mandatory redeemable preferred stockholders
and interest
expense to average net assets applicable to common stockholders were:
|
|
|
Year Ended October 31
|
||||
|
|
2022
|
2021
|
2020
|
2019
|
2018
|
|
Distributions to mandatory redeemable
preferred stockholders
|
1.47%
|
0.95%
|
0.71%
|
0.71%
|
0.62%
|
|
Interest
|
0.51%
|
0.15%
|
0.89%
|
1.38%
|
1.16%
|
|
h
|
Calculated by subtracting the Fund's total liabilities (excluding the liquidation preference of
mandatory
redeemable preferred shares and accumulated unpaid distributions on mandatory redeemable
preferred
shares) from the Fund's total assets and dividing by the number of mandatory redeemable
preferred shares
outstanding.
|
|
i
|
Net of unamortized deferred issuance costs. The unamortized deferred issuance costs were:
|
|
Year Ended October 31,
|
||||
|
2022
|
2021
|
2020
|
2019
|
2018
|
|
$107,325
|
$243,416
|
$379,506
|
$88,436
|
$110,770
|
|
j
|
Calculated by subtracting the Fund’s total liabilities (excluding the liquidation preference of
mandatory
redeemable preferred shares, the outstanding principal of the PNs and accumulated unpaid
liabilities on the
PNs and the mandatory redeemable preferred shares) from the Fund’s total assets and dividing by
the
outstanding Notes Payable balance.
|
40
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
Neuberger Berman High Yield Strategies Fund Inc.
Neuberger Berman High Yield Strategies Fund Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Neuberger Berman High Yield Strategies
Fund Inc. (the “Fund”), including the schedule of investments, as of October 31, 2022 and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in
the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Fund at October 31, 2022, the results of its operations and cash flows for the year ended, the changes in net assets for each of the two years in the period then ended and its
financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an
opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the
Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the
Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the
Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of October 31, 2022, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis
for our opinion.
We have served as the auditor of one or more Neuberger Berman investment companies since 1954.
Boston, Massachusetts
December 23, 2022
December 23, 2022
41
Fund Investment Objective, Policies and Risks
Investment Objective and Policies
The Fund’s investment objective is to seek high total return (income plus capital appreciation). There is no
assurance that the Fund will achieve its investment objective.
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of
its total assets in high yield debt securities of U.S. and foreign issuers. High yield debt securities include securities that, at the time of investment, are rated below investment grade (commonly referred to as “junk”) by at least one
independent credit rating agency or, if unrated, determined by the Fund’s portfolio managers to be of comparable quality. High yield debt securities may include distressed securities. To the extent not invested in high yield debt
securities, the Fund may invest a portion of its assets (normally, not more than 20% of its total assets) in other securities and financial instruments, including investment grade debt securities, equity securities and derivatives. The
Fund’s investment objective and its policy of investing at least 80% of its total assets in high yield debt securities of U.S. and foreign issuers are not fundamental and may be changed by the Fund’s Board of Directors without stockholder
approval, however stockholders would be provided at least 60 days’ notice of any changes.
The Fund invests primarily in securities of U.S. issuers, but may also invest in securities of foreign issuers. Up
to 25% of the Fund’s total assets may be invested in securities of foreign issuers traded outside of the U.S. Liquid securities purchased by the Fund may subsequently become illiquid.
The Fund uses leverage to pursue its investment objective. The Fund currently utilizes leverage through the
issuance of privately placed notes and preferred stock, and may borrow money or use a variety of additional strategies to increase funds available for investment. Under the 1940 Act, the Fund is permitted to issue debt up to 33 1/3% of
its total managed assets or equity securities (e.g., preferred stock) up to 50% of its total managed assets. The Fund may voluntarily elect to limit its leverage to less than the maximum amount permitted under the 1940 Act. In addition,
the Fund may be subject to certain asset coverage, leverage or portfolio composition requirements imposed by the Fund’s notes and preferred stock governing instruments or by agencies rating the preferred stock and notes, which may be more
stringent than those imposed by the 1940 Act.
Securities purchased by the Fund may have fixed or variable principal payments and various types of interest rate
and dividend payment and reset terms, including fixed rate, variable rate, floating rate, zero coupon, deferred, payment in kind and auction rate features. Auction rate securities are preferred securities and debt securities with
dividends/coupons based on a rate set at auction. The auction is usually held weekly for each series of a security, but may be held less frequently. The auction sets the rate, and securities may be bought and sold at the auction, normally
at par value at specified intervals.
Although the Fund may invest in debt securities having a broad range of maturities, the average portfolio maturity
of the Fund is expected to be within the intermediate range (2 to 7 years) and will vary over time, based on the judgment of the Fund’s portfolio managers.
The Fund may invest in a variety of direct debt instruments, including bank loans, notes and other interests in
amounts owed to financial institutions by borrowers, such as companies and governments. Corporate loans in which the Fund may invest will primarily consist of direct obligations of borrowers. The Fund may invest in corporate loans at
origination as a co-lender or may acquire loans in the secondary market by purchasing participations in, assignments of or novations of corporate loans. The bank loans in which the Fund invests may be structured and administered by a
third party that acts as agent for a group of lenders that make or hold interests in the loan. The Fund may acquire interests in such loans by taking an assignment of all or a portion of a direct interest in a loan previously held by
another institution or by acquiring a participation in an interest in a loan that continues to be held by another institution.
42
The Fund may invest in asset-backed securities, mortgage-backed securities and equity securities, including common
stocks, preferred stocks, depositary receipts, warrants and rights. The Fund may also invest in bonds and preferred stocks that are convertible into equity securities.
The Fund may invest in derivatives. The Fund may purchase and sell derivative instruments such as exchange listed
and over-the-counter put and call options on securities, foreign currencies and securities indices. It may also purchase and sell financial futures contracts (and options thereon) and enter into various other types of transactions in
derivatives, such as swaps, caps, floors and collars. These transactions may include the use of interest rate swaps (to hedge against adverse changes in interest rates affecting securities held by the Fund, dividends payable on any
preferred stock issued by the Fund or interest payable on the Fund’s borrowings) and credit default swaps. Although the Fund will not use derivatives as a primary investment technique, it may use derivatives for a variety of purposes,
including: (1) as a hedge against adverse changes in securities prices, interest rates or foreign currency exchange rates; and (2) as a substitute for purchasing or selling securities.
The Fund may invest in other investment companies, including exchange-traded funds, if the investment companies
invest principally in the types of investments in which the Fund may invest directly.
In connection with the Fund’s use of leverage through the issuance of preferred stock and notes, the Fund may seek
to hedge the interest rate risks associated with leverage through interest rate swaps, caps or other derivative transactions. These transactions involve investment techniques and risks different from those associated with portfolio
transactions in securities of high yield debt securities. There is no assurance that any interest rate hedging transactions, if undertaken, will be successful, and such transactions may adversely affect the Fund’s achievement of its
investment objective.
As part of their fundamental investment analysis the portfolio managers consider Environmental, Social and
Governance (ESG) factors they believe are financially material to individual investments, where applicable, as described below. While this analysis is inherently subjective and may be informed by both internally generated and third
-party metrics, data and other information, the Portfolio Managers believe that the consideration of financially material ESG factors, alongside traditional financial metrics, may improve credit analysis, security selection, relative
value analysis and enhance the Fund’s overall investment process. As part of this analysis, the portfolio managers also regularly engage with the management teams of issuers on issues that the portfolio managers believe are material to
the credit risk of an issuer. The specific ESG factors considered and scope of integration may vary depending on the specific investment and/or investment type. The consideration of ESG factors does not apply to certain instruments, such
as certain derivative instruments, other registered investment companies, cash and cash equivalents. The consideration of ESG factors as part of the investment process does not mean that the Fund pursues a specific “impact” or
“sustainable” investment strategy.
In an effort to achieve its goal, the Fund may engage in active and frequent trading.
Risk Factors
This section contains a discussion of principal risks of investing in the Fund. The net asset value per share
(“NAV”) and market price of, and distributions paid on, the Fund’s shares of common stock will fluctuate with and be affected by, among other things, the risks more fully described below. As with any fund, there can be no guarantee that
the Fund will meet its investment objective or that the Fund’s performance will be positive for any period of time. Each of the following risks, which are described in alphabetical order and not in order of importance, can significantly
affect the Fund’s performance. The relative importance of, or potential exposure as a result of, each of these risks will vary based on market and other investment-specific considerations. The Fund may be subject to other risks in
addition to those identified below.
Anti-Takeover and Other Provisions in the Articles of Incorporation and Bylaws. The Fund’s Articles of Incorporation and Bylaws include provisions that could limit the ability of other entities or persons to acquire control of the Fund, to cause it to engage in
certain transactions or to modify its structure. Such provisions may
43
limit the ability of common stockholders to sell their shares at a premium over the then-current market prices and
may have the effect of inhibiting structural changes to the Fund, such as a conversion to an open-end investment company.
Call Risk. Upon the
issuer’s desire to call a security, or under other circumstances where a security is called, including when interest rates are low and issuers opt to repay the obligation underlying a “callable security” early, the Fund may have to
reinvest the proceeds in an investment offering a lower yield and may not benefit from any increase in value that might otherwise result from declining interest rates.
Convertible Securities Risk. The value of a convertible security, which is a form of hybrid security (i.e., a security with both debt and equity characteristics), typically increases or decreases with the price
of the underlying common stock. In general, a convertible security is subject to the market risks of stocks when the underlying stock’s price is high relative to the conversion price and is subject to the market risks of debt securities
when the underlying stock’s price is low relative to the conversion price. The general market risks of debt securities that are common to convertible securities include, but are not limited to, interest rate risk and credit risk. Many
convertible securities have credit ratings that are below investment grade and are subject to the same risks as an investment in lower-rated debt securities. To the extent the Fund invests in convertible securities issued by small- or
mid-cap companies, it will be subject to the risks of investing in such companies. The securities of small- and mid-cap companies may fluctuate more widely in price than the market as a whole and there may also be less trading in small-
or mid-cap securities.
Credit Risk. Credit risk is
the risk that issuers, guarantors, or insurers may fail, or become less able or unwilling, to pay interest and/or principal when due. Changes in the actual or perceived creditworthiness of an issuer, or a downgrade or default affecting
any of the Fund’s securities could affect the Fund’s performance by affecting the credit quality or value of the Fund’s securities. Generally, the longer the maturity and the lower the credit quality of a security, the more sensitive it
is to credit risk.
Currency Risk. Currency
risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. To the extent that the Fund invests in securities or other instruments denominated in or indexed to foreign currencies, changes in currency
exchange rates could adversely impact investment gains or add to investment losses. Currency exchange rates may fluctuate significantly over short periods of time and can be affected unpredictably by various factors, including investor
perception and changes in interest rates; intervention, or failure to intervene, by U.S. or foreign governments, central banks, or supranational entities; or by currency controls or political developments in the U.S. or abroad.
Depositary Receipts Risk. Depositary
receipts are certificates issued by a financial institution evidencing ownership of underlying foreign securities. Depositary receipts involve many of the same risks of investing directly in the underlying foreign securities. Depositary
receipts are subject to the risk of fluctuation in the currency exchange rate if, as is often the case, the underlying foreign securities are denominated in foreign currency, and there may be an imperfect correlation between the market
value of depositary receipts and the underlying foreign securities.
Derivatives Risk. Use of
derivatives is a highly specialized activity that can involve investment techniques and risks different from, and in some respects greater than, those associated with investing in more traditional investments, such as stocks and bonds.
Derivatives can be highly complex and highly volatile and may perform in unanticipated ways. Derivatives can create leverage, and the Fund could lose more than the amount it invests; some derivatives can have the potential for unlimited
losses. Derivatives may at times be highly illiquid, and the Fund may not be able to close out or sell a derivative at a particular time or at an anticipated price. Derivatives can be difficult to value and valuation may be more difficult
in times of market turmoil. The value of a derivative instrument depends largely on (and is derived from) the value of the reference instrument underlying the derivative. There may be imperfect correlation between the behavior of a
derivative and that of the reference instrument underlying the derivative. An abrupt change in the price of a reference instrument could render a derivative worthless. Derivatives may involve risks different from, and possibly greater
than, the risks associated
44
with investing directly in the reference instrument. Suitable derivatives may not be available in all circumstances,
and there can be no assurance that the Fund will use derivatives to reduce exposure to other risks when that might have been beneficial. Derivatives involve counterparty risk, which is the risk that the other party to the derivative will
fail to make required payments or otherwise comply with the terms of the derivative. That risk is generally thought to be greater with over-the-counter (OTC) derivatives than with derivatives that are exchange traded or centrally cleared.
When the Fund uses derivatives, it will likely be required to provide margin or collateral; these practices are intended to satisfy contractual undertakings and regulatory requirements and will not prevent the Fund from incurring losses
on derivatives. The need to provide margin or collateral could limit the Fund’s ability to pursue other opportunities as they arise. Ongoing changes to regulation of the derivatives markets and actual and potential changes in the
regulation of funds using derivative instruments could limit the Fund’s ability to pursue its investment strategies. New regulation of derivatives may make them more costly, or may otherwise adversely affect their liquidity, value or
performance.
Additional risks associated with certain types of derivatives are discussed below:
Forward Contracts. There
are no limitations on daily price movements of forward contracts. Changes in foreign exchange regulations by governmental authorities might limit the trading of forward contracts on currencies.
Futures. Futures contracts
are subject to the risk that an exchange may impose price fluctuation limits, which may make it difficult or impossible for a fund to close out a position when desired. In the absence of such limits, the liquidity of the futures market
depends on participants entering into offsetting transactions rather than taking or making delivery. To the extent the Fund enters into futures contracts requiring physical delivery (e.g., certain commodities contracts), the inability of
the Fund to take or make physical delivery can negatively impact performance.
Swaps. The risk of loss
with respect to swaps generally is limited to the net amount of payments that the Fund is contractually obligated to make or, in the case of the other party to a swap defaulting, the net amount of payments that the Fund is contractually
entitled to receive. If the Fund sells a credit default swap, however, the risk of loss may be the entire notional amount of the swap.
Some swaps are now executed through an organized exchange or regulated facility and cleared through a regulated
clearing organization. The absence of an organized exchange or market for swap transactions may result in difficulties in trading and valuation, especially in the event of market disruptions. The use of an organized exchange or market for
swap transactions is expected to result in swaps being easier to trade or value, but this may not always be the case.
Distressed Securities Risk. Distressed
securities may present a substantial risk of default, including the loss of the entire investment, or may be in default. The Fund may not receive interest payments on the distressed securities and may incur costs to protect its
investment. The prices of such securities may be subject to periods of abrupt and erratic market movements and above-average price volatility and it may be difficult to value such securities. In certain periods, there may be little or no
liquidity in the markets for distressed securities meaning that the Fund may be unable to exit its position.
Foreign and Emerging Market Risk. Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to less developed or less efficient trading
markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist trade policies (including those of the U.S.); significant government involvement in an economy and/or market structure; fluctuations
in foreign currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement, custodial or other operational risks; higher transaction costs; confiscatory withholding or
other taxes; and less stringent auditing and accounting, corporate disclosure, governance, and legal standards. As a result, foreign securities may fluctuate more widely in price, and may also be less liquid, than comparable U.S.
securities. Regardless of where a company is organized or its stock is traded, its performance
45
may be affected significantly by events in regions from which it derives its profits or in which it conducts
significant operations.
Investing in emerging market countries involves risks in addition to and greater than those generally associated
with investing in more developed foreign countries. The governments of emerging market countries may be more unstable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership
and on withdrawing sale proceeds of securities from the country, intervene in the financial markets, and/or impose burdensome taxes that could adversely affect security prices. To the extent a foreign security is denominated in U.S.
dollars, there is also the risk that a foreign government will not let U.S. dollar-denominated assets leave the country. In addition, the economies of emerging market countries may be dependent on relatively few industries that are more
susceptible to local and global changes. Emerging market countries may also have less developed legal and accounting systems, and their legal systems may deal with issuer bankruptcies and defaults differently than U.S. law would.
Securities markets in emerging market countries are also relatively small and have substantially lower trading volumes. Securities of issuers in emerging market countries may be more volatile and less liquid than securities of issuers in
foreign countries with more developed economies or markets and the situation may require that the Fund fair value its holdings in those countries.
Securities of issuers traded on foreign exchanges may be suspended, either by the issuers themselves, by an
exchange or by governmental authorities. The likelihood of such suspensions may be higher for securities of issuers in emerging or less-developed market countries than in countries with more developed markets. Trading suspensions may be
applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by exchanges or governmental authorities in response to market events. Suspensions may last for significant
periods of time, during which trading in the securities and in instruments that reference the securities, such as derivative instruments, may be halted. In the event that the Fund holds material positions in such suspended securities or
instruments, the Fund’s ability to liquidate its positions or provide liquidity to investors may be compromised and the Fund could incur significant losses.
Interest Rate Risk. The
Fund’s distribution rate and NAV will fluctuate in response to changes in interest rates. In general, the value of investments with interest rate risk, such as debt securities, will move in the direction opposite to movements in interest
rates. If interest rates rise, the value of such securities may decline. Typically, the longer the maturity or duration of a debt security, the greater the effect a change in interest rates could have on the security’s price. Thus, the
sensitivity of the Fund’s debt securities to interest rate risk will increase with any increase in the duration of those securities.
Issuer-Specific Risk. An
individual security may be more volatile, and may perform differently, than the market as a whole.
Leverage Risk. The Fund’s
use of leverage may cause higher volatility for the Fund’s NAV, market price, and distribution rate. Leverage typically magnifies the total return of the Fund’s portfolio, whether that return is positive or negative. Leverage is intended
to increase common stock net income, but there is no assurance that the Fund’s leveraging strategy will be successful or that the use of leverage will result in a higher yield on the Fund’s shares of common stock. Different forms of
leverage, including swaps, may introduce additional credit or interest rate risk. Leverage may also increase the Fund’s liquidity risk, as the Fund may need to sell securities at inopportune times to stay within Fund, contractual or
regulatory limits. The Fund’s use of leverage may increase operating costs, which may reduce total return. The Fund’s use of leverage may increase or decrease from time to time in its discretion and the Fund may, in the future, determine
not to use leverage.
Liquidity Risk. From time
to time, the trading market for a particular investment in which the Fund invests, or a particular type of instrument in which the Fund is invested, may become less liquid or even illiquid. Illiquid investments frequently can be more
difficult to purchase or sell at an advantageous price or time, and there is a greater risk that the investments may not be sold for the price at which the Fund is carrying them. Certain investments that were liquid when the Fund
purchased them may become illiquid, sometimes abruptly. Additionally, market closures due to holidays or other factors may render a security or group of securities (e.g.,
46
securities tied to a particular country or geographic region) illiquid for a period of time. An inability to sell a
portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities. Market prices for such securities or other investments may be volatile. During periods of
substantial market volatility, an investment or even an entire market segment may become illiquid, sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Loan Interests Risk. Loan
interests generally are subject to restrictions on transfer, and the Fund may be unable to sell its loan interests at a time when it may otherwise be desirable to do so or may be able to sell them promptly only at prices that are less
than what the Fund regards as their fair market value. Accordingly, loan interests may at times be illiquid. Loan interests may be difficult to value and may have extended settlement periods (the settlement cycle for many bank loans
exceeds 7 days). Extended settlement periods may result in cash not being immediately available to the Fund. A significant portion of floating rate loans may be “covenant lite” loans that may contain fewer or less restrictive constraints
on the borrower and/or may contain other characteristics that would be favorable to the borrower, limiting the ability of lenders to take legal action to protect their interests in certain situations. Interests in loans made to finance
highly leveraged companies or to finance corporate acquisitions or other transactions may be especially vulnerable to adverse changes in economic or market conditions. Interests in secured loans have the benefit of collateral and,
typically, of restrictive covenants limiting the ability of the borrower to further encumber its assets. There is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and that the
collateral may not be sufficient to cover the amount owed on the loan. In the event the borrower defaults, the Fund’s access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, in the event of a
default, second or lower lien secured loans, and unsecured loans, will generally be paid only if the value of the collateral exceeds the amount of the borrower’s obligations to the senior secured lenders, and the remaining collateral may
not be sufficient to cover the full amount owed on the loan in which the Fund has an interest. Further, there is a risk that a court could take action with respect to a loan that is adverse to the holders of the loan and the Fund may need
to retain legal counsel to enforce its rights in any resulting event of default, bankruptcy, or similar situation. Interests in loans expose the Fund to the credit risk of the underlying borrower and may expose the Fund to the credit risk
of the lender.
The Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a
particular loan that are held by an original lender or a prior assignee. As an assignee, the Fund normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However,
the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, the Fund may acquire a participation in a loan
interest that is held by another party. When the Fund’s loan interest is a participation, the Fund may have less control over the exercise of remedies than the party selling the participation interest, and the Fund normally would not have
any direct rights against the borrower. It is possible that the Fund could be held liable, or may be called upon to fulfill other obligations, with respect to loans in which it receives an assignment in whole or in part, or in which it
owns a participation. The potential for such liability is greater for an assignee than for a participant.
Lower-Rated Debt Securities Risk. Lower-rated debt securities (commonly known as “junk bonds”) and unrated debt securities determined to be of comparable quality involve greater risks than investment grade debt
securities. Such securities may fluctuate more widely in price and yield and may fall in price during times when the economy is weak or is expected to become weak. These securities also may require a greater degree of judgment to
establish a price and may be difficult to sell at the time and price the Fund desires. Lower-rated debt securities are considered by the major rating agencies to be predominantly speculative with respect to the issuer’s continuing ability
to pay principal and interest and carry a greater risk that the issuer of such securities will default in the timely payment of principal and interest. Issuers of securities that are in default or have defaulted may fail to resume
principal or interest payments, in which case the Fund may lose its entire investment. The creditworthiness of issuers of these securities may be more complex to analyze than that of issuers of investment grade debt securities, and the
overreliance on credit ratings may present additional risks.
47
Market Premium/Discount Risk. The
market price of the Fund’s shares of common stock will generally fluctuate in accordance with changes in the Fund’s NAV as well as the relative supply of and demand for shares on the secondary market. The Fund’s investment advisor cannot
predict whether shares will trade below, at or above their NAV because the shares trade on the secondary market at market prices and not at NAV. Because the market price of the Fund’s shares of common stock will be determined by factors
such as relative supply of and demand for shares in the market, general market and economic circumstances, and other factors beyond the control of the Fund, the Fund cannot predict whether the common shares will trade at, below or above
NAV. This characteristic is a risk separate and distinct from the risk that the Fund’s NAV could decrease as a result of investment activities. Common stockholders bear a risk of loss to the extent that the price at which they sell their
shares is lower in relation to the Fund’s NAV than at the time of purchase.
Market Volatility Risk. Markets
may be volatile and values of individual securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political, regulatory, market, economic or other developments that
may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity. Geopolitical and other risks, including environmental and public health risks may add to instability
in world economies and markets generally. Changes in value may be temporary or may last for extended periods. If the Fund sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better
performance.
Mortgage- and Asset-Backed Securities Risk. The value of mortgage- and asset-backed securities, including collateralized mortgage instruments, will be influenced by the factors affecting the housing market or the assets
underlying the securities. These securities tend to be more sensitive to changes in interest rates than other types of debt securities. In addition, investments in mortgage- and asset-backed securities may be subject to prepayment risk
and extension risk, call risk, credit risk, valuation risk, and illiquid investment risk, sometimes to a higher degree than various other types of debt securities. These securities are also subject to the risk of default on the underlying
mortgages or assets, particularly during periods of market downturn, and an unexpectedly high rate of defaults on the underlying assets will adversely affect the security’s value.
Operational and Cybersecurity Risk. The Fund and its service providers, and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems, human
errors, systems and technology disruptions or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause the Fund or its
service providers, as well as the securities trading venues and their service providers, to suffer data corruption or lose operational functionality. Cybersecurity incidents can result from deliberate attacks or unintentional events. It
is not possible for the Manager or the other Fund service providers to identify all of the cybersecurity or other operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their
occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also
affect issuers of securities in which the Fund invests, leading to significant loss of value.
Other Investment Company Risk. To the extent the Fund invests in other investment companies, including money market funds and exchange-traded funds (ETFs), its performance will be affected by the performance of
those other investment companies. Investments in other investment companies are subject to the risks of the other investment companies’ investments, as well as to the other investment companies’ expenses.
An ETF may trade in the secondary market at a price below the value of its underlying portfolio and may not be
liquid. An actively managed ETF’s performance will reflect its adviser’s ability to make investment decisions that are suited to achieving the ETF’s investment objectives. A passively managed ETF may not replicate the performance of the
index it intends to track.
Prepayment and Extension Risk. The Fund’s performance could be affected if borrowers pay back principal on certain debt securities, such as mortgage- or asset-backed securities, before (prepayment) or after
(extension) the
48
market anticipates such payments, shortening or lengthening their duration. Due to a decline in interest rates or an
excess in cash flow into the issuer, a debt security might be called or otherwise converted, prepaid or redeemed before maturity. As a result of prepayment, the Fund may have to reinvest the proceeds in an investment offering a lower
yield, may not benefit from any increase in value that might otherwise result from declining interest rates, and may lose any premium it paid to acquire the security. Conversely, rising market interest rates generally result in slower
payoffs or extension, which effectively increases the duration of certain debt securities, heightening interest rate risk and increasing the magnitude of any resulting price declines.
Private Placements and Other Restricted Securities Risk. Private placements and other restricted securities, including securities for which Fund management has material non-public information, are securities that are subject to legal
and/or contractual restrictions on their sales. These securities may not be sold to the public unless certain conditions are met, which may include registration under the applicable securities laws. As a result of the absence of a public
trading market, the prices of these securities may be more difficult to determine than publicly traded securities and these securities may involve heightened risk as compared to investments in securities of publicly traded companies.
Private placements and other restricted securities may be illiquid, and it frequently can be difficult to sell them at a time when it may otherwise be desirable to do so or the Fund may be able to sell them only at prices that are less
than what the Fund regards as their fair market value. Transaction costs may be higher for these securities. In addition, the Fund may get only limited information about the issuer of a private placement or other restricted security.
Recent Market Conditions. Both
U.S. and international markets have experienced significant volatility in recent months and years. As a result of such volatility, investment returns may fluctuate significantly. National economies are substantially interconnected, as are
global financial markets, which creates the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the interconnectedness of economies and/or markets may be
diminishing, which may impact such economies and markets in ways that cannot be foreseen at this time.
Although interest rates were unusually low in recent years in the U.S. and abroad, recently, the Federal Reserve
and certain foreign central banks began to raise interest rates as part of their efforts to address rising inflation. In addition, ongoing inflation pressures from tight labor markets and supply chain disruptions could continue to cause
an increase in interest rates and/or negatively impact companies. It is difficult to accurately predict the pace at which interest rates might increase, or the timing, frequency or magnitude of any such increases in interest rates.
Additionally, various economic and political factors could cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic slowdown both in the U.S. and abroad.
Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular issuers, negatively impact market value, increase market volatility, cause credit spreads to widen, and reduce liquidity.
Unexpected increases in interest rates could lead to market volatility or reduce liquidity in certain sectors of the market. Also, regulators have expressed concern that rate increases may cause investors to sell fixed income securities
faster than the market can absorb them, contributing to price volatility. Over the longer term, rising interest rates may present a greater risk than has historically been the case due to the prior period of relatively low rates and the
effect of government fiscal and monetary policy initiatives and potential market reaction to those initiatives, or their alteration or cessation. Historical patterns of correlation among asset classes may break down in unanticipated ways
during times of high volatility, disrupting investment programs and potentially causing losses.
Some countries, including the U.S., have in recent years adopted more protectionist trade policies. Slowing global
economic growth, the rise in protectionist trade policies, changes to some major international trade agreements, risks associated with the trade agreement between the United Kingdom and the European Union, and the risks associated with
ongoing trade negotiations with China, could affect the economies of many nations in ways that cannot necessarily be foreseen at the present time.
49
Russia’s invasion of the Ukraine, and corresponding events in late February 2022, have had, and could continue to
have, severe adverse effects on regional and global economic markets for securities and commodities. Following Russia’s actions, various governments, including the United States, have issued broad-ranging economic sanctions against
Russia, including, among other actions, a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs; the removal by certain countries and the European Union of selected Russian
banks from the Society for Worldwide Interbank Financial Telecommunications (“SWIFT”), the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact
of the sanctions. The current events, including sanctions and the potential for future sanctions, including any impacting Russia’s energy sector, and other actions, and Russia’s retaliatory responses to those sanctions and actions, may
continue to adversely impact the Russian economy and economies of surrounding countries and may result in the further decline of the value and liquidity of Russian securities and securities of surrounding countries, a continued weakening
of currencies in the region and continued exchange closures, and may have other adverse consequences on the economies of countries in the region that could impact the value of investments in the region and impair the ability of a Fund to
buy, sell, receive or deliver securities of companies in the region or a Fund’s ability to collect interest payments on fixed income securities in the region. Moreover, those events have, and could continue to have, an adverse effect on
global markets performance and liquidity, thereby negatively affecting the value of a Fund’s investments beyond any direct exposure to issuers in the region. The duration of ongoing hostilities and the vast array of sanctions and related
events cannot be predicted. Those events present material uncertainty and risk with respect to markets globally and the performance of a Fund and its investments or operations could be negatively impacted.
Certain illnesses spread rapidly and have the potential to significantly and adversely affect the global economy.
Outbreaks such as the novel coronavirus, COVID-19, or other similarly infectious diseases may have material adverse impacts on a Fund. Epidemics and/or pandemics, such as the coronavirus, have and may further result in, among other
things, closing borders, extended quarantines and stay-at-home orders, order cancellations, disruptions to supply chains and customer activity, widespread business closures and layoffs, as well as general concern and uncertainty. The
impact of this virus, and other epidemics and/or pandemics that may arise in the future, has negatively affected and may continue to affect the economies of many nations, individual companies and the global securities and commodities
markets, including their liquidity, in ways that cannot necessarily be foreseen at the present time. The impact of any outbreak may last for an extended period of time.
High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking
uncertainty. There is no assurance that the U.S. Congress will act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot now be fully predicted. Unexpected
political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy.
China’s economy, which has been sustained in recent years largely through a debt-financed housing boom, may be
approaching the limits of that strategy and may experience a significant slowdown as a result of debt that cannot be repaid. Due to the size of China’s economy, such a slowdown could impact a number of other countries.
There is widespread concern about the potential effects of global climate change on property and security values.
Certain issuers, industries and regions may be adversely affected by the impact of climate change in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change may negatively
impact certain issuers and/or industries.
A rise in sea levels, a change in weather patterns, including an increase in powerful storms and large wildfires,
and/or a climate-driven increase in flooding could cause properties to lose value or become unmarketable altogether. Unlike previous declines in the real estate market, properties in affected zones may not ever recover their value. The
U.S. administration appears concerned about the climate change problem and is focusing regulatory and public works projects around those concerns. Regulatory changes and divestment movements tied
50
to concerns about climate change could adversely affect the value of certain land and the viability of industries
whose activities or products are seen as accelerating climate change.
Losses related to climate change could adversely affect corporate issuers and mortgage lenders, the value of
mortgage-backed securities, the bonds of municipalities that depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property and/or of corporate, municipal or mortgage-backed securities.
Since property and security values are driven largely by buyers’ perceptions, it is difficult to know the time period over which these market effects might unfold.
Repurchase Agreement Risk. Repurchase
agreements generally are for a short period of time and involve the risk that the counterparty may default on its obligation to repurchase the underlying instruments collateralizing the repurchase agreement, which may result in costs,
delays, and/or losses to the Fund.
Risk Management. Risk is an
essential part of investing. No risk management program can eliminate the Fund’s exposure to adverse events; at best, it may only reduce the possibility that the Fund will be affected by such events, and especially those risks that are
not intrinsic to the Fund’s investment program. The Fund could experience losses if judgments about risk prove to be incorrect.
Sector Risk. From time to
time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market. To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to
developments that significantly affect those sectors. Individual sectors may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all react in the same way to economic,
political or regulatory events.
Shareholder Activism Risk. Shareholder
activism can take many forms, including making public demands that the Fund consider certain alternatives, engaging in public campaigns to attempt to influence the Fund’s governance and/or management, commencing proxy contests in an
effort to elect the activists’ representatives or others to the Fund’s Board of Directors or to seek other actions such as a tender offer or Fund liquidation, and commencing litigation. Shareholder activism arises in a variety of
situations, and has been increasing in the closed-end fund space recently. While the Fund is currently not subject to any shareholder activism, due to the potential volatility of the Fund’s common stock market price and for a variety of
other reasons, the Fund may in the future become the target of shareholder activism. Shareholder activism could result in substantial costs and divert Management’s and the Fund’s Board’s attention and resources from its business. Also,
the Fund may be required to incur significant legal and other expenses related to any activist shareholder matters. Further, the Fund’s stock price could be subject to significant fluctuation or otherwise be adversely affected by the
events, risks and uncertainties of any shareholder activism. Shareholder activists seek short-term actions that can increase Fund costs per share and be detrimental to long-term stockholders.
U.S. Government Securities Risk. Although the Fund may hold securities that carry U.S. government guarantees, these guarantees do not extend to shares of the Fund itself and do not guarantee the market prices of the
securities. Furthermore, not all securities issued by the U.S. government and its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Securities not backed by the full faith and credit of the U.S.
Treasury carry at least some risk of non-payment or default.
Valuation Risk. The Fund
may not be able to sell an investment at the price at which the Fund has valued the investment. Such differences could be significant, particularly for illiquid securities and securities that trade in relatively thin markets and/or
markets that experience extreme volatility. If market or other conditions make it difficult to value an investment, the Fund may be required to value such investments using more subjective methods, known as fair value methodologies. Using
fair value methodologies to price investments may result in a value that is different from an investment’s most recent price and from the prices used by other funds to calculate their NAVs. The Fund uses pricing services to provide values
for certain securities and there is no assurance that the Fund will be able to sell an investment at the price established by such pricing services. The Fund’s ability to
51
value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by
third party service providers, such as pricing services or accounting agents.
Variable and Floating Rate Instruments Risk. The market prices of instruments with variable and floating interest rates are generally less sensitive to interest rate changes than are the market prices of instruments with fixed
interest rates. Variable and floating rate instruments may decline in value if market interest rates or interest rates paid by such instruments do not move as expected. Certain types of floating rate instruments, such as interests in bank
loans, may be subject to greater liquidity risk than other debt securities.
Warrants and Rights Risk. Warrants
and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants
and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities. The Fund could lose the value of
a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrant’s or right’s expiration date. The market for warrants and rights may be very limited and there may at times not be a liquid secondary
market for warrants and rights.
Zero Coupon Securities, Step Coupon Securities, Pay-in-Kind Securities and Discount Obligations.
Zero coupon securities and step coupon securities are debt obligations that are issued and traded at a discount from their face amount or par value (known as “original
issue discount” or “OID”) and do not entitle the holder to any periodic payment of interest prior to maturity or that specify a future date when the securities begin to pay current interest. The Fund may also acquire certain debt
securities at a discount. These discount obligations involve special risk considerations. OID varies depending on prevailing interest rates, the time remaining until cash payments begin, the liquidity of the security, and the perceived
credit quality of the issuer. Zero coupon securities and step coupon securities are redeemed at face value when they mature. Accrued OID must be included in the Fund’s gross income for federal tax purposes ratably each taxable year prior
to the receipt of any actual payments. Pay-in-kind securities pay “interest” through the issuance of additional securities. The market prices of zero coupon securities, step coupon securities, pay-in-kind securities and discount
obligations generally are more volatile than the prices of securities that pay cash interest periodically. Those securities and obligations are likely to respond to changes in interest rates to a greater degree than other types of debt
securities having a similar maturity and credit quality.
52
Distribution Reinvestment Plan for the Fund
American Stock Transfer & Trust Company, LLC (the "Plan Agent") will act as Plan Agent for stockholders who
have not elected in writing to receive dividends and distributions in cash (each a "Participant"), will open an account for each Participant under the Distribution Reinvestment Plan ("Plan") in the same name as their then-current shares
of the Fund’s common stock (“Shares”) are registered, and will put the Plan into effect for each Participant as of the first record date for a dividend or capital gains distribution.
Whenever the Fund declares a dividend or distribution with respect to the Shares, each Participant will receive
such dividends and distributions in additional Shares, including fractional Shares acquired by the Plan Agent and credited to each Participant’s account. If on the payment date for a cash dividend or distribution, the net asset value is
equal to or less than the market price per Share plus estimated brokerage commissions, the Plan Agent shall automatically receive such Shares, including fractions, for each Participant’s account. Except in the circumstances described in
the next paragraph, the number of additional Shares to be credited to each Participant’s account shall be determined by dividing the dollar amount of the dividend or distribution payable on their Shares by the greater of the net asset
value per Share determined as of the date of purchase or 95% of the then-current market price per Share on the payment date.
Should the net asset value per Share exceed the market price per Share plus estimated brokerage commissions on the
payment date for a cash dividend or distribution, the Plan Agent or a broker-dealer selected by the Plan Agent shall endeavor, for a purchase period lasting until the last business day before the next date on which the Shares trade on an
"ex-dividend" basis, but in no event, except as provided below, more than 30 days after the payment date, to apply the amount of such dividend or distribution on each Participant’s Shares (less their pro rata share of brokerage
commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of such dividend or distribution) to purchase Shares on the open market for each Participant’s account. No such purchases may
be made more than 30 days after the payment date for such dividend or distribution except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities laws. If, at the close
of business on any day during the purchase period the net asset value per Share equals or is less than the market price per Share plus estimated brokerage commissions, the Plan Agent will not make any further open-market purchases in
connection with the reinvestment of such dividend or distribution. If the Plan Agent is unable to invest the full dividend or distribution amount through open-market purchases during the purchase period, the Plan Agent shall request that,
with respect to the uninvested portion of such dividend or distribution amount, the Fund issue new Shares at the close of business on the earlier of the last day of the purchase period or the first day during the purchase period on which
the net asset value per Share equals or is less than the market price per Share, plus estimated brokerage commissions, such Shares to be issued in accordance with the terms specified in the third paragraph hereof. These newly issued
Shares will be valued at the then-current market price per Share at the time such Shares are to be issued.
For purposes of making the reinvestment purchase comparison under the Plan, (a) the market price of the Shares on
a particular date shall be the last sales price on the New York Stock Exchange (or if the Shares are not listed on the New York Stock Exchange, such other exchange on which the Shares are principally traded) on that date, or, if there is
no sale on such Exchange (or if not so listed, in the over-the-counter market) on that date, then the mean between the closing bid and asked quotations for such Shares on such Exchange on such date and (b) the net asset value per Share on
a particular date shall be the net asset value per Share most recently calculated by or on behalf of the Fund. All dividends, distributions and other payments (whether made in cash or Shares) shall be made net of any applicable
withholding tax.
Open-market purchases provided for above may be made on any securities exchange where the Fund’s Shares are
traded, in the over-the-counter market or in negotiated transactions and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. Each Participant’s uninvested funds held by the Plan Agent will not bear
interest, and it is understood that, in any event, the Plan Agent shall have no liability in
53
connection with any inability to purchase Shares within 30 days after the initial date of such purchase as herein
provided, or with the timing of any purchases effected. The Plan Agent shall have no responsibility as to the value of the Shares acquired for each Participant’s account. For the purpose of cash investments, the Plan Agent may commingle
each Participant’s funds with those of other stockholders of the Fund for whom the Plan Agent similarly acts as agent, and the average price (including brokerage commissions) of all Shares purchased by the Plan Agent as Plan Agent shall
be the price per Share allocable to each Participant in connection therewith.
The Plan Agent may hold each Participant’s Shares acquired pursuant to the Plan together with the Shares of other
stockholders of the Fund acquired pursuant to the Plan in noncertificated form in the Plan Agent’s name or that of the Plan Agent’s nominee. The Plan Agent will forward to each Participant any proxy solicitation material and will vote any
Shares so held for each Participant only in accordance with the instructions set forth on proxies returned by the Participant to the Fund.
The Plan Agent will confirm to each Participant each acquisition made for their account as soon as practicable but
not later than 60 days after the date thereof. Although each Participant may from time to time have an undivided fractional interest (computed to three decimal places) in a Share, no certificates for a fractional Share will be issued.
However, dividends and distributions on fractional Shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Plan Agent will adjust for any such undivided fractional
interest in cash at the market value of the Shares at the time of termination, less the pro rata expense of any sale required to make such an adjustment.
Any Share dividends or split Shares distributed by the Fund on Shares held by the Plan Agent for Participants will
be credited to their accounts. In the event that the Fund makes available to its stockholders rights to purchase additional Shares or other securities, the Shares held for each Participant under the Plan will be added to other Shares held
by the Participant in calculating the number of rights to be issued to each Participant.
The Plan Agent’s service fee for handling capital gains and other distributions or income dividends will be paid
by the Fund. Participants will be charged their pro rata share of brokerage commissions on all open-market purchases.
Each Participant may terminate their account under the Plan by notifying the Plan Agent in writing. Such
termination will be effective immediately if the Participant’s notice is received by the Plan Agent not less than ten days prior to any dividend or distribution record date, otherwise such termination will be effective the first trading
day after the payment date for such dividend or distribution with respect to any subsequent dividend or distribution. The Plan may be terminated by the Plan Agent or the Fund upon notice in writing mailed to each Participant at least 30
days prior to any record date for the payment of any dividend or distribution by the Fund.
These terms and conditions may be amended or supplemented by the Plan Agent or the Fund at any time or times but,
except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to each Participant appropriate written notice at
least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Agent receives written notice of the termination of
their account under the Plan. Any such amendment may include an appointment by the Plan Agent in its place and stead of a successor Plan Agent under these terms and conditions, with full power and authority to perform all or any of the
acts to be performed by the Plan Agent under these terms and conditions. Upon any such appointment of any Plan Agent for the purpose of receiving dividends and distributions, the Fund will be authorized to pay to such successor Plan
Agent, for each Participant’s account, all dividends and distributions payable on Shares held in their name or under the Plan for retention or application by such successor Plan Agent as provided in these terms and conditions.
The Plan Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to
ensure the accuracy of all services performed under this Agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by
54
the Plan Agent’s negligence, bad faith, or willful misconduct or that of its employees. These terms and conditions
are governed by the laws of the State of Maryland.
Reinvested dividends and distributions are taxed in the same manner as cash dividends and distributions — i.e.,
reinvestment in additional Shares does not relieve stockholders of, or defer the need to pay, any income tax that may be payable (or that is required to be withheld) on Fund dividends and distributions. Participants should contact their
tax professionals for information on how the Plan impacts their personal tax situation. For additional information about the Plan, please contact the Plan Agent by telephone at 1-866-227-2136 or by mail at 6201 15th Avenue, Brooklyn, NY,
11219 or online at www.astfinancial.com.
55
Directory
Investment Manager and Administrator
Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104-0002
877.461.1899
1290 Avenue of the Americas
New York, NY 10104-0002
877.461.1899
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
One Lincoln Street
Boston, MA 02111
Transfer Agent
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Shareholder Services 866.227.2136
6201 15th Avenue
Brooklyn, NY 11219
Shareholder Services 866.227.2136
Plan Agent
American Stock Transfer & Trust Company, LLC
Plan Administration Department
P.O. Box 922
Wall Street Station
New York, NY 10269-0560
Plan Administration Department
P.O. Box 922
Wall Street Station
New York, NY 10269-0560
Overnight correspondence should be sent to:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Legal Counsel
K&L Gates LLP
1601 K Street, NW
Washington, DC 20006-1600
1601 K Street, NW
Washington, DC 20006-1600
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116
200 Clarendon Street
Boston, MA 02116
56
Directors and Officers
The following tables set forth information concerning the Directors and Officers of the Fund. All persons named
as Directors and Officers also serve in similar capacities for other funds administered or managed by NBIA. The Fund’s Statement of Additional Information includes additional information about the Directors as of the time of the Fund’s
most recent public offering and is available upon request, without charge, by calling (877) 461-1899.
Information about the Board of Directors
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
|
|
CLASS I
|
||||
|
Independent Directors
|
||||
|
Marc Gary (1952)
|
Director since
2015
|
Executive Vice Chancellor
Emeritus, The Jewish
Theological Seminary, since
2020; formerly, Executive
Vice Chancellor and Chief
Operating Officer, Jewish
Theological Seminary, 2012
to 2020; formerly, Executive
Vice President and General
Counsel, Fidelity
Investments, 2007 to
2012;formerly, Executive
Vice President and General
Counsel, BellSouth
Corporation, 2004 to 2007;
formerly, Vice President and
Associate General Counsel,
BellSouth Corporation, 2000
to 2004; formerly, Associate,
Partner, and National
Litigation Practice Co-Chair,
Mayer, Brown LLP, 1981 to
2000; formerly, Associate
Independent Counsel, Office
of Independent Counsel,
1990 to 1992.
|
50
|
Chair and Director, USCJ
Supporting Foundation,
since 2021; Director, UJA
Federation of Greater New
York, since 2019; Trustee,
The Jewish Theological
Seminary, since 2015;
formerly, Director, Legility,
Inc. (privately held for-profit
company), 2012 to 2021;
Director, Lawyers Committee
for Civil Rights Under Law
(not-for-profit), since 2005;
formerly, Director, Equal
Justice Works
(not-for-profit), 2005 to
2014; formerly, Director,
Corporate Counsel Institute,
Georgetown University Law
Center, 2007 to 2012;
formerly, Director, Greater
Boston Legal Services
(not-for-profit), 2007 to
2012.
|
57
|
Name, (Year of Birth),
and Address(1)
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
|
Michael M. Knetter (1960)
|
Director since
2007
|
President and Chief
Executive Officer, University
of Wisconsin Foundation,
since 2010; formerly, Dean,
School of Business,
University of Wisconsin -
Madison; formerly, Professor
of International Economics
and Associate Dean, Amos
Tuck School of Business -
Dartmouth College, 1998 to
2002.
|
50
|
Director, 1 William Street
Credit Income Fund, since
2018; Board Member,
American Family Insurance (a
mutual company, not
publicly traded), since March
2009; formerly, Trustee,
Northwestern Mutual
Series Fund, Inc., 2007 to
2011; formerly, Director,
Wausau Paper, 2005 to
2011; formerly, Director,
Great Wolf Resorts, 2004 to
2009.
|
|
Tom D. Seip (1950)
|
Director since
2006;
Chairman of
the Board since
2008; formerly
Lead
Independent
Director from
2006 to 2008
|
Formerly, Managing
Member, Ridgefield
Farm LLC (a private
investment vehicle), 2004 to
2016; formerly, President
and CEO, Westaff, Inc.
(temporary staffing), May
2001 to January 2002;
formerly, Senior Executive,
The Charles Schwab
Corporation, 1983 to 1998,
including Chief Executive
Officer, Charles Schwab
Investment Management,
Inc.; Trustee, Schwab Family
of Funds and Schwab
Investments, 1997 to 1998;
and Executive Vice
President-Retail Brokerage,
Charles Schwab & Co., Inc.,
1994 to 1997.
|
50
|
Trustee, University of
Maryland, Shore Regional
Health System, since 2020;
formerly, Director, H&R
Block, Inc. (tax services
company), 2001 to 2018;
formerly, Director, Talbot
Hospice Inc., 2013 to 2016;
formerly, Chairman,
Governance and Nominating
Committee, H&R Block, Inc.,
2011 to 2015; formerly,
Chairman, Compensation
Committee, H&R Block, Inc.,
2006 to 2010; formerly,
Director, Forward
Management, Inc. (asset
management company),
1999 to 2006.
|
|
|
|
|
|
|
58
|
Name, (Year of Birth),
and Address(1)
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
|
CLASS II
|
||||
|
Independent Directors
|
||||
|
Michael J. Cosgrove (1949)
|
Director since
2015
|
President, Carragh
Consulting USA, since 2014;
formerly, Executive, General
Electric Company, 1970 to
2014, including President,
Mutual Funds and Global
Investment Programs, GE
Asset Management, 2011 to
2014, President and Chief
Executive Officer, Mutual
Funds and Intermediary
Business, GE Asset
Management, 2007 to
2011, President, Institutional
Sales and Marketing, GE
Asset Management, 1998 to
2007, and Chief Financial
Officer, GE Asset
Management, and Deputy
Treasurer, GE Company,
1988 to 1993.
|
50
|
Director, America Press, Inc.
(not-for-profit Jesuit
publisher), 2015 to 2021;
formerly, Director, Fordham
University, 2001 to 2018;
formerly, Director, The
Gabelli Go Anywhere Trust,
June 2015 to June 2016;
formerly, Director, Skin
Cancer Foundation
(not-for-profit), 2006 to
2015; formerly, Director, GE
Investments Funds, Inc.,
1997 to 2014; formerly,
Trustee, GE Institutional
Funds, 1997 to 2014;
formerly, Director, GE Asset
Management, 1988 to
2014; formerly, Director,
Elfun Trusts, 1988 to 2014;
formerly, Trustee, GE Pension
& Benefit Plans, 1988 to
2014; formerly, Member of
Board of Governors,
Investment Company
Institute.
|
59
|
Name, (Year of Birth),
and Address(1)
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
|
Deborah C. McLean (1954)
|
Director since
2015
|
Member, Circle Financial
Group (private wealth
management membership
practice), since 2011;
Managing Director, Golden
Seeds LLC (an angel
investing group), since 2009;
Adjunct Professor (Corporate
Finance), Columbia
University School of
International and Public
Affairs, since 2008; formerly,
Visiting Assistant Professor,
Fairfield University, Dolan
School of Business, Fall
2007; formerly, Adjunct
Associate Professor of
Finance, Richmond, The
American International
University in London, 1999
to 2007.
|
50
|
Board member, The
Maritime Aquarium at
Norwalk, since 2020; Board
member, Norwalk
Community College
Foundation, since 2014;
Dean’s Advisory Council,
Radcliffe Institute for
Advanced Study, since 2014;
formerly, Director and
Treasurer, At Home in Darien
(not-for-profit), 2012 to
2014; formerly, Director,
National Executive Service
Corps (not-for-profit), 2012
to 2013; formerly, Trustee,
Richmond, The American
International University in
London, 1999 to 2013.
|
|
George W. Morriss (1947)
|
Director since
2007
|
Formerly, Adjunct Professor,
Columbia University School
of International and Public
Affairs, from 2012 to 2018;
formerly, Executive Vice
President and Chief Financial
Officer, People's United
Bank, Connecticut (a
financial services company),
1991 to 2001.
|
50
|
Director, 1 WS Credit Income
Fund; Chair, Audit
Committee, since 2018;
Director and Chair, Thrivent
Church Loan and Income
Fund, since 2018; formerly,
Trustee, Steben Alternative
Investment Funds, Steben
Select Multi-Strategy Fund,
and Steben Select
Multi-Strategy Master Fund,
2013 to 2017; formerly,
Treasurer, National
Association of Corporate
Directors, Connecticut
Chapter, 2011 to 2015;
formerly, Manager, Larch
Lane Multi-Strategy Fund
complex (which consisted of
three funds), 2006 to 2011;
formerly, Member, NASDAQ
Issuers’ Affairs Committee,
1995 to 2003.
|
|
|
|
|
|
|
60
|
Name, (Year of Birth),
and Address(1)
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
|
CLASS III
|
||||
|
Independent Directors
|
||||
|
Martha C. Goss (1949)
|
Director since
2007
|
Formerly, President, Woodhill
Enterprises Inc./Chase
Hollow Associates LLC
(personal investment
vehicle), 2006 to 2020;
formerly, Consultant,
Resources Global
Professionals (temporary
staffing), 2002 to 2006;
formerly, Chief Financial
Officer, Booz-Allen &
Hamilton, Inc., 1995 to
1999; formerly, Enterprise
Risk Officer, Prudential
Insurance, 1994 to1995;
formerly, President,
Prudential Asset
Management Company,
1992 to 1994; formerly,
President, Prudential Power
Funding (investments in
electric and gas utilities and
alternative energy projects),
1989 to 1992; formerly,
Treasurer, Prudential
Insurance Company, 1983 to
1989.
|
50
|
Director, American Water
(water utility), since 2003;
Director, Allianz Life of New
York (insurance), since 2005;
formerly, Director, Berger
Group Holdings, Inc.
(engineering consulting
firm), from 2013 to 2018;
formerly, Director, Financial
Women’s Association of
New York (not-for-profit
association), from 1987 to
1996, 2003 to 2019; ;
Trustee Emerita, Brown
University, since 1998;
Director, Museum of
American Finance
(not-for-profit), since 2013;
formerly, Non-Executive
Chair and Director, Channel
Reinsurance (financial
guaranty reinsurance), 2006
to 2010; formerly, Director,
Ocwen Financial Corporation
(mortgage servicing), 2005
to 2010; formerly, Director,
Claire’s Stores, Inc. (retailer),
2005 to 2007; formerly,
Director, Parsons
Brinckerhoff Inc.
(engineering consulting
firm), 2007 to 2010;
formerly, Director, Bank
Leumi (commercial bank),
2005 to 2007; formerly,
Advisory Board Member,
Attensity (software
developer), 2005 to 2007;
formerly, Director of Foster
Wheeler Manufacturing,
1994 to 2004; formerly
Director Dexter Corp.,
(Manufacturer of
Non-Wovens, Plastics, and
Medical Supplies), 1992 to
2001.
|
61
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
|
|
James G. Stavridis (1955)
|
Director since
2015
|
Vice Chairman Global
Affairs, The Carlyle Group,
since 2018; Commentator,
NBC News, since 2015;
formerly, Dean, Fletcher
School of Law and
Diplomacy, Tufts University,
2013 to 2018; formerly,
Admiral, United States Navy,
1976 to 2013, including
Supreme Allied Commander,
NATO and Commander,
European Command, 2009
to 2013, and Commander,
United States Southern
Command, 2006 to 2009.
|
50
|
Director, Fortinet
(cybersecurity), since 2021;
Director, Ankura, since 2020;
Director, Vigor Shipyard,
since 2019; Director,
Rockefeller Foundation,
since 2018; Director,
American Water (water
utility), since 2018; Director,
NFP Corp. (insurance broker
and consultant), since 2017;
Director, Onassis Foundation,
since 2014; Director, Michael
Baker International
(construction) since 2014;
Director, Vertical Knowledge,
LLC, since 2013; formerly,
Director, U.S. Naval Institute,
2014 to 2019; formerly,
Director, Navy Federal Credit
Union, 2000-2002; formerly,
Director, BMC Software
Federal, LLC, 2014-2019.
|
62
|
Name, (Year of Birth),
and Address(1)
|
Position(s)
and Length of
Time Served(2)
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Director
|
Other Directorships Held
Outside Fund Complex by
Director(3)
|
|
Director who is an "Interested Person"
|
||||
|
Joseph V. Amato* (1962)
|
Chief Executive
Officer and
President since
2018 and
Director since
2009
|
President and Director,
Neuberger Berman
Group LLC, since 2009;
President and Chief
Executive Officer, Neuberger
Berman BD LLC and
Neuberger Berman
Holdings LLC (including its
predecessor, Neuberger
Berman Inc.), since 2007;
Chief Investment Officer
(Equities) and President
(Equities), NBIA (formerly,
Neuberger Berman Fixed
Income LLC and including
predecessor entities), since
2007, and Board Member of
NBIA since 2006; formerly,
Global Head of Asset
Management of Lehman
Brothers Holdings Inc.’s
(“LBHI”) Investment
Management Division, 2006
to 2009; formerly, member
of LBHI’s Investment
Management Division’s
Executive Management
Committee, 2006 to 2009;
formerly, Managing Director,
Lehman Brothers Inc.
(“LBI”), 2006 to 2008;
formerly, Chief Recruiting
and Development Officer,
LBI, 2005 to 2006; formerly,
Global Head of LBI’s Equity
Sales and a Member of its
Equities Division Executive
Committee, 2003 to 2005;
President and Chief
Executive Officer, twelve
registered investment
companies for which NBIA
acts as investment manager
and/or administrator.
|
50
|
Member of Board of
Advisors, McDonough
School of Business,
Georgetown University, since
2001; Member of New York
City Board of Advisors, Teach
for America, since 2005;
Trustee, Montclair Kimberley
Academy (private school),
since 2007; Member of
Board of Regents,
Georgetown University, since
2013.
|
(1)
The business address of each listed person is 1290 Avenue of the Americas, New
York, New York 10104.
(2)
The Board shall at all times be divided as equally as possible into three classes
of Directors designated Class I, Class II and Class III. The Class I, Class II and Class III Directors shall serve until the Annual Meeting of
63
Stockholders held in 2024, 2025 and 2023, respectively, and each third Annual Meeting of
Stockholders thereafter, or until their successors have been duly elected and qualified.
(3)
Except as otherwise indicated, each individual has held the positions shown during
at least the last five years.
*
Indicates a Director who is an "interested person" within the meaning of the 1940
Act. Mr. Amato is an interested person of the Fund by virtue of the fact that he is an officer of NBIA and/or its affiliates.
64
Information about the Officers of the Fund
|
Name, (Year of Birth), and
Address(1)
|
Position(s) and
Length of Time
Served(2)
|
Principal Occupation(s)(3)
|
|
Claudia A. Brandon (1956)
|
Executive Vice
President since
2008 and
Secretary since
2006
|
Senior Vice President, Neuberger Berman, since 2007 and Employee since
1999; Senior Vice President, NBIA, since 2008 and Assistant Secretary since
2004; formerly, Vice President, Neuberger Berman, 2002 to 2006; formerly,
Vice President — Mutual Fund Board Relations, NBIA, 2000 to 2008;
formerly, Vice President, NBIA, 1986 to 1999 and Employee, 1984 to 1999;
Executive Vice President and Secretary, thirty-three registered investment
companies for which NBIA acts as investment manager and/or
administrator.
|
|
Agnes Diaz (1971)
|
Vice President
since 2013
|
Senior Vice President, Neuberger Berman, since 2012; Senior Vice
President, NBIA, since 2012 and Employee since 1996; formerly, Vice
President, Neuberger Berman, 2007 to 2012; Vice President, twelve
registered investment companies for which NBIA acts as investment
manager and/or administrator.
|
|
Anthony DiBernardo (1979)
|
Assistant
Treasurer since
2011
|
Senior Vice President, Neuberger Berman, since 2014; Senior Vice
President, NBIA, since 2014, and Employee since 2003; formerly, Vice
President, Neuberger Berman, 2009 to 2014; Assistant Treasurer, twelve
registered investment companies for which NBIA acts as investment
manager and/or administrator.
|
|
Savonne L. Ferguson (1973)
|
Chief
Compliance
Officer since
2018
|
Senior Vice President, Chief Compliance Officer (Mutual Funds) and
Associate General Counsel, NBIA, since November 2018; formerly, Vice
President T. Rowe Price Group, Inc. (2018), Vice President and Senior Legal
Counsel, T. Rowe Price Associates, Inc. (2014-2018), Vice President and
Director of Regulatory Fund Administration, PNC Capital Advisors, LLC
(2009-2014), Secretary, PNC Funds and PNC Advantage Funds
(2010-2014); Chief Compliance Officer, thirty-three registered investment
companies for which NBIA acts as investment manager and/or
administrator.
|
|
Corey A. Issing (1978)
|
Chief Legal
Officer since
2016 (only for
purposes of
sections 307 and
406 of the
Sarbanes-Oxley
Act of 2002)
|
General Counsel— Mutual Funds since 2016 and Managing Director, NBIA,
since 2017; formerly, Associate General Counsel (2015 to 2016), Counsel
(2007 to 2015), Senior Vice President (2013-2016), Vice President (2009 —
2013); Chief Legal Officer (only for purposes of sections 307 and 406 of
the Sarbanes-Oxley Act of 2002), thirty-three registered investment
companies for which NBIA acts as investment manager and/or
administrator.
|
|
Sheila R. James (1965)
|
Assistant
Secretary since
2006
|
Vice President, Neuberger Berman, since 2008 and Employee since 1999;
Vice President, NBIA, since 2008; formerly, Assistant Vice President,
Neuberger Berman, 2007; Employee, NBIA, 1991 to 1999; Assistant
Secretary, thirty-three registered investment companies for which NBIA acts
as investment manager and/or administrator.
|
65
|
Name, (Year of Birth), and
Address(1)
|
Position(s) and
Length of Time
Served(2)
|
Principal Occupation(s)(3)
|
|
Brian Kerrane (1969)
|
Chief Operating
Officer since
2015 and Vice
President since
2008
|
Managing Director, Neuberger Berman, since 2013; Chief Operating
Officer — Mutual Funds and Managing Director, NBIA, since 2015;
formerly, Senior Vice President, Neuberger Berman, 2006 to 2014; Vice
President, NBIA, 2008 to 2015 and Employee since 1991; Chief Operating
Officer, twelve registered investment companies for which NBIA acts as
investment manager and/or administrator; Vice President, thirty-three
registered investment companies for which NBIA acts as investment
manager and/or administrator.
|
|
Anthony Maltese (1959)
|
Vice President
since 2015
|
Senior Vice President, Neuberger Berman, since 2014 and Employee since
2000; Senior Vice President, NBIA, since 2014; Vice President, twelve
registered investment companies for which NBIA acts as investment
manager and/or administrator.
|
|
Josephine Marone (1963)
|
Assistant
Secretary since
2017
|
Senior Paralegal, Neuberger Berman, since 2007 and Employee since 2007;
Assistant Secretary, thirty-three registered investment companies for which
NBIA acts as investment manager and/or administrator.
|
|
Owen F. McEntee, Jr. (1961)
|
Vice President
since 2008
|
Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since
2006 and Employee since 1992; Vice President, twelve registered
investment companies for which NBIA acts as investment manager and/or
administrator.
|
|
John M. McGovern (1970)
|
Treasurer and
Principal
Financial and
Accounting
Officer since
inception
|
Managing Director, Neuberger Berman, since 2022; Senior Vice President,
Neuberger Berman, 2007 to 2021; Senior Vice President, NBIA, since 2007
and Employee since 1993; formerly, Vice President, Neuberger Berman,
2004 to 2006; formerly, Assistant Treasurer, 2002 to 2005; Treasurer and
Principal Financial and Accounting Officer, twelve registered investment
companies for which NBIA acts as investment manager and/or
administrator.
|
|
Frank Rosato (1971)
|
Assistant
Treasurer since
2006
|
Vice President, Neuberger Berman, since 2006; Vice President, NBIA, since
2006 and Employee since 1995; Assistant Treasurer, twelve registered
investment companies for which NBIA acts as investment manager and/or
administrator.
|
(1)
The business address of each listed person is 1290 Avenue of the Americas, New
York, New York 10104.
(2)
Pursuant to the Bylaws of the Fund, each officer elected by the Directors shall
hold office until his or her successor shall have been elected and qualified or until his or her earlier death, inability to serve, or resignation. Officers serve at the pleasure of the Directors and may be removed at any time with or
without cause.
(3)
Except as otherwise indicated, each individual has held the positions shown during
at least the last five years.
66
Proxy Voting Policies and Procedures
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to
portfolio securities is available, without charge, by calling 800-877-9700 (toll-free) and on the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent
12-month period ended June 30 is also available, without charge upon request, by calling 800-877-9700 (toll-free), on the SEC’s website at www.sec.gov, and on Neuberger Berman’s website at www.nb.com.
Quarterly Portfolio Schedule
The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each
fiscal year as an exhibit to its report on Form N-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov. The portfolio holdings information on Forms N-PORT are available upon request, without charge, by calling
800-877-9700 (toll-free).
67
Report of Votes of Stockholders
The Annual Meeting of Stockholders was held on September 16, 2022. Stockholders voted to elect three Class II
Directors to serve until the Annual Meeting of Stockholders in 2025, or until their successors are elected and qualified. George W. Morriss was voted on by holders of preferred stock only. The Class I Directors (which include Marc Gary,
Michael M. Knetter and Tom D. Seip) and the Class III Directors (which include Joseph V. Amato, Martha C. Goss and James G. Stavridis) continue to hold office until the Annual Meeting of Stockholders in 2024 and 2023, respectively, or
until their successors are elected and qualified.
To elect three Class II Directors to serve until the Annual Meeting of Stockholders in 2025 or
until their successors are elected and qualified.
|
Votes For
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
|
|
Michael J. Cosgrove
|
17,297,204
|
678,723
|
—
|
—
|
|
Deborah C. McLean
|
17,212,964
|
762,961
|
—
|
—
|
|
Shares of Preferred Stock
|
Votes For
|
Votes
Against
|
Abstentions
|
Broker
Non-Votes
|
|
George W. Morriss
|
6,080,000
|
—
|
—
|
—
|
Board Consideration of the Management Agreement
On an annual basis, the Board of Directors (the “Board" or “Directors”) of Neuberger Berman High Yield Strategies
Fund Inc. (the “Fund”), including the Directors who are not “interested persons” of the Fund or of Neuberger Berman Investment Advisers LLC (“Management”) (including its affiliates), as such term is defined under the Investment Company
Act of 1940, as amended (“1940 Act”), (“Independent Fund Directors”), considers whether to continue the Fund’s management agreement with Management (the “Agreement”). Throughout the process, the Independent Fund Directors are advised by
counsel that is experienced in 1940 Act matters and that is independent of Management (“Independent Counsel”). At a meeting held on September 29, 2022, the Board, including the Independent Fund Directors, approved the continuation of the
Agreement for the Fund.
In evaluating the Agreement, the Board, including the Independent Fund Directors, reviewed extensive materials
provided by Management in response to questions submitted by the Independent Fund Directors and Independent Counsel, and met with senior representatives of Management regarding its personnel, operations, and profitability as they relate
to the Fund. The annual contract review extends over at least two regular meetings of the Board to ensure that Management has time to respond to any questions the Independent Fund Directors may have on their initial review of the
materials and that the Independent Fund Directors have time to consider those responses. Additionally, the Board considered the impact of significant periods of market volatility that occurred during and after the period for which
information was requested in conducting its evaluation of Management.
In connection with its deliberations, the Board also considered the broad range of information relevant to the
annual contract review that is provided to the Board (including its various standing committees) at meetings throughout the year, including reports on investment performance based on net asset value and common stock market prices,
portfolio risk, use of leverage, information regarding share price premiums and/or discounts, and other portfolio information for the Fund, as well as periodic reports on, among other matters, pricing and valuation; quality and cost of
portfolio trade execution; compliance; and stockholder and other services provided by Management and its affiliates. The Contract Review Committee, which is comprised solely of Independent Fund Directors, was established by the Board to
assist in its evaluation and analysis of materials for the annual contract review. The Board has also established other committees that focus throughout the year on specific areas relevant to the annual contract review, such as Fund
performance or compliance matters, and that are charged
68
with specific responsibilities regarding the annual contract review. Those committees provide reports to the full
Board, including the members of the Contract Review Committee, which considers that information as part of the annual contract review process. The Contract Review Committee annually considers and updates the questions it asks of
Management in light of legal advice furnished to it by Independent Counsel; its own business judgment; and developments in the industry, in the markets, in fund regulation and litigation, and in Management’s business model.
The Independent Fund Directors received from Independent Counsel a memorandum discussing the legal standards for
their consideration of the proposed continuation of the Agreement. During the course of the year and during their deliberations regarding the annual contract review, the Contract Review Committee and the Independent Fund Directors met
with Independent Counsel separately from representatives of Management.
Provided below is a description of the Board’s contract approval process and material factors that the Board
considered at its meetings regarding renewals of the Agreement and the compensation to be paid thereunder. In connection with its approval of the continuation of the Agreement, the Board evaluated the terms of the Agreement, the overall
fairness of the Agreement to the Fund, and whether the Agreement was in the best interests of the Fund and Fund stockholders. The Board’s determination to approve the continuation of the Agreement was based on a comprehensive
consideration of all information provided to the Board throughout the year and specifically in connection with the annual contract review.
This description is not intended to include all of the factors considered by the Board. The Board members did not
identify any particular information or factor that was all-important or controlling, and each Director may have attributed different weights to the various factors. The Board focused on the costs and benefits of the Agreement to the Fund
and, through the Fund, Fund stockholders.
Nature, Extent, and Quality of Services
With respect to the nature, extent, and quality of the services provided, the Board considered the investment
philosophy and decision-making processes of, and the qualifications, experience, and capabilities of, and the resources available to, the portfolio management personnel of Management who perform services for the Fund. The Board also
considered Management’s long history and experience in managing and operating closed-end funds, such as the Fund, including experience monitoring and assessing discounts and premiums and complying with securities exchange requirements.
The Board noted that Management also provides certain administrative services, including fund accounting and compliance services. The Board also considered Management’s policies and practices regarding trade execution, trading costs, and
allocation of portfolio transactions and reviewed the quality of the execution services that Management had provided. Moreover, the Board considered Management’s approach to potential conflicts of interest both generally and between the
Fund’s investments and those of other funds or accounts managed by Management. The Board also noted that Management had increased its capabilities with respect to environmental, social, and corporate governance matters and considered how
those factors may impact the Fund.
The Board recognized the extensive range of services that Management provides to the Fund beyond the investment
management services. The Board noted that Management is also responsible for monitoring compliance with the Fund’s investment objective, policies, and restrictions, as well as compliance with applicable law, including implementing
rulemaking initiatives of the U.S. Securities and Exchange Commission. In addition, the Board considered that Management has developed a leverage structure for the Fund tailored to its investment strategy and needs, has monitored the
Fund’s ongoing compliance with legal and other restrictions associated with its leverage, and has recommended changes in and/or amendments to the amount or structure of its leverage over time. The Board also considered that Management
assumes significant ongoing entrepreneurial and business risks as the investment adviser and sponsor to the Fund, for which it is entitled to reasonable compensation. The Directors also considered that Management’s responsibilities
include continual management of investment, operational, cybersecurity, enterprise, legal, regulatory, and compliance risks as they relate to the
69
Fund, and the Board considers on a regular basis information regarding Management’s processes for monitoring and
managing risk. In addition, the Board noted that when Management launches a new fund, it assumes entrepreneurial risk with respect to that fund, and that some funds have been liquidated without ever having been profitable to Management.
The Board also reviewed and evaluated Management’s activities under its contractual obligation to oversee the
Fund’s various outside service providers, including its evaluation of service providers’ infrastructure, cybersecurity programs, compliance programs, and business continuity programs, among other matters. The Board also considered
Management’s ongoing development of its own infrastructure and information technology to support the Fund through, among other things, cybersecurity, business continuity planning, and risk management. The Board noted Management’s largely
seamless implementation of its business continuity plan in response to the COVID-19 pandemic and its success in continuously providing services to the Fund not withstanding the disruptions caused by the pandemic. In addition, the Board
noted the positive compliance history of Management, as no significant compliance problems were reported to the Board with respect to Management. The Board also considered the general structure of the portfolio managers’ compensation and
whether this structure provides appropriate incentives to act in the best interests of the Fund. The Board also considered the ability of Management to attract and retain qualified personnel to service the Fund.
As in past years, the Board also considered the manner in which Management addressed various matters that arose
during the year, some of them a result of developments in the broader fund industry or the regulations governing it. In addition, the Board considered actions taken by Management in response to recent market conditions, such as changes in
fixed-income market liquidity and the economic dislocation and rise in volatility related to the efforts to stem the spread of COVID-19, and considered the overall performance of Management in this context. The Board also noted that
Management actively monitors any discount from net asset value per share at which the Fund’s common stock trades and evaluates potential ways to mitigate the discount and potential impacts on the discount, including the level of
distributions that the Fund pays. The Board likewise took into account that Management monitors, to the extent information is publicly available, events that may disrupt the Fund’s long-term investment program.
Fund Performance
The Board requested a report from an outside consulting firm that specializes in the analysis of fund industry
data that compared the Fund’s performance, along with its fees and other expenses, to a group of industry peers (“Expense Group”) and to a broader universe of funds pursuing generally similar strategies with the same investment
classification and/or objective (“Performance Universe”). The Board considered the Fund’s performance and fees in light of the limitations inherent in the methodology for constructing such comparative groups and determining which
investment companies should be included in the comparative groups, noting differences as compared to certain fund industry ranking and rating systems. The Board also considered the impact and inherent limitation on the comparisons due to
the small number of funds included in the Expense Group and Performance Universe. In this regard, the Board recognized that the number of leveraged closed-end funds pursuing similar strategies with the same investment classification
and/or objective as the Fund has decreased over time. The Board also recognized the limitations inherent in comparing the Fund’s performance to a benchmark index due to the Fund’s use of leverage and pursuit of an investment strategy
that is not tied directly to an index. The Board also recognized the inherent limitations in comparing performance of peer funds utilizing leverage in light of, among other things, the impacts due to the level and type of leverage
utilized and when peer funds entered into their leverage arrangements (which can impact pricing and, therefore, cost and performance). The Board also considered the premium/discount levels at which peer funds traded along with the
distribution rates and yields of those funds.
With respect to investment performance, the Board considered information regarding the Fund’s short-,
intermediate- and long-term performance, net of the Fund’s fees and expenses, on an absolute basis, relative to a
70
benchmark index that does not deduct the fees or expenses of investing, and compared to the performance of its
Expense Group and Performance Universe, each constructed by the consulting firm. The Board also reviewed performance in relation to certain measures of the degree of investment risk undertaken by the portfolio managers.
The Performance Universe referenced in this section was identified by the consulting firm, as discussed above. In
the case of underperformance for any of the periods reported, the Board considered the magnitude and duration of that underperformance relative to the Performance Universe and/or the benchmark (e.g., the amount by which the Fund
underperformed, including, for example, whether the Fund slightly underperformed or significantly underperformed its benchmark). With respect to performance quintile rankings for the Fund compared to its Performance Universe, the first
quintile represents the highest (best) performance and the fifth quintile represents the lowest performance.
The Board considered that, based on performance data for the periods ended December 31, 2021: (1) as compared to
its benchmark, the Fund’s performance was lower for the 1-year period and higher for the 3-, 5-, and 10-year periods; and (2) as compared to its Performance Universe, the Fund’s performance was in the fourth quintile for the 1-year
period, the first quintile for the 3-year period, and the third quintile for the 5- and 10-year periods. In addition, the Board met with a member of the portfolio management team in June 2022 to discuss the Fund’s performance.
The Board’s Closed-End Funds Committee also met with the portfolio managers of the Fund during the 12 months prior
to voting on the contract renewal to discuss the Fund’s performance, distribution levels, and the use of leverage. The Board noted that the type, amount and term of the leverage are consistent with the portfolio managers’ preferences for
the Fund’s investment strategy. The Board also took into account the positive impact the Fund’s leverage arrangements had on performance. The Board also considered Management’s responsiveness with respect to the relative performance. The
Board recognized that the performance data reflects a snapshot of a period as of a particular date and that selecting a different performance period could produce significantly different results. The Board further acknowledged that
long-term performance could be impacted by even one period of significant outperformance or underperformance, and that a single investment theme could disproportionately affect performance. In this regard, the Board noted that
performance, especially short-term performance, is only one of the factors that it deems relevant to its consideration of the Agreement and that, after considering all relevant factors, it determined to approve the continuation of the
Agreement notwithstanding the Fund’s relative performance.
Fee Rates, Profitability, and Fall-out Benefits
With respect to the overall fairness of the Agreement, the Board considered the fee structure for the Fund under
the Agreement as compared to the Expense Group provided by the consulting firm, as discussed above. The Board reviewed a comparison of the Fund’s management fee to its Expense Group. The Board noted that the comparative management fee
analysis includes, in the Fund’s management fee, the separate administrative fees paid to Management. However, the Board noted that some funds in the Expense Group pay directly from fund assets for certain services that Management covers
out of the administration fees for the Fund. Accordingly, the Board also considered the Fund’s total expense ratio as compared with its Expense Group as a way of taking account of these differences. The Board considered that only
leveraged closed-end funds were considered for inclusion in the Expense Group presented for comparison with the Fund but also noted the challenges associated with making comparisons regarding expenses for leveraged closed-end funds. The
Board took into account Management’s representations that relevant expenses would be difficult for the consulting firm to fully and accurately identify due to, among other things, differences in the type of leverage used and the way such
leverage costs are reported. The Board also considered Management’s representations regarding the potential impact on expenses due to the time at which the funds in the Expense Group entered into their leverage arrangements and the
funds’ fiscal year-ends (which determine the time period for which leverage costs are reported). With this
71
understanding, the Board also considered the impact of investment-related expenses and taxes on the total expenses
of the Fund and the funds in the Expense Group that the consulting firm was able to identify. The Board also considered Management’s representations that there were certain characteristics of leverage that increased leverage expenses but
provided benefits and value to stockholders that were not reflected in the Fund’s expense ratio. The Board also considered that, in comparison to certain other products managed by Management, including open-end funds, there are
additional portfolio management challenges in managing closed-end funds such as the Fund, including those associated with less liquid holdings and the use of leverage.
The Board considered the Fund’s contractual management fee on managed assets (generally consisting of net assets
plus leverage proceeds), as well as the actual management fee on managed assets as a percentage of assets attributable to common stockholders as compared to the Fund’s Expense Group. The Board was aware of the additional expenses borne by
common stockholders as a result of the Fund’s leveraged structure. The Board took into account that Management has a financial incentive for the Fund to continue to use leverage, which may create a conflict of interest. It also
considered Management’s representation that it continues to believe the use of leverage is in the best interests of the Fund’s stockholders regardless of the level of compensation Management receives. With respect to the quintile rankings
for fees and total expenses (net of waivers or other adjustments, if any) on managed assets for the Fund compared to its Expense Group, the first quintile represents the lowest (best) fees and/or total expenses and the fifth quintile
represents the highest fees and/or total expenses.
The Board considered that, as compared to its Expense Group, the Fund’s contractual management fee ranked in the
first quintile, the actual management fee ranked in the second quintile, total expenses ranked in the fourth quintile, and total expenses excluding the investment-related expenses and taxes identified by the consulting firm ranked in the
third quintile.
In determining to renew the Agreement, the Board took into account Management’s representations regarding the
effect that the cost of leverage had on the Fund’s total expenses relative to its peers with different types and levels of leverage and noted Management’s efforts to ensure the Fund’s leverage arrangements were among the best available
for a fund of its size and investment strategy and with its preferences regarding types and levels of leverage at the time the Fund entered into its leverage arrangements. In addition, the Board considered its Closed-End Fund Committee’s
ongoing evaluation of the Fund, including the use of leverage and the specific leverage arrangements.
In concluding that the benefits accruing to Management and its affiliates by virtue of their relationship with the
Fund were reasonable in light of the costs of providing the investment advisory and other services and the benefits accruing to the Fund, the Board reviewed specific data as to Management’s estimated profit on the Fund for a recent period
on a pre-tax basis without regard to distribution expenses, but including year-over-year changes in each of Management’s reported expense categories. (The Board also reviewed data on Management’s estimated profit on the Fund after
distribution/servicing expenses and taxes were factored in, as indicators of the health of the business and the extent to which Management is directing its profits into the growth of the business.) The Board considered the cost
allocation methodology that Management used in developing its estimated profitability figures. In recent years, the Board engaged an independent forensic accountant to review the profitability methodology utilized by Management when
preparing this information and discussed with the consultant its conclusion that Management’s process for calculating and reporting its estimated profit was not unreasonable.
Recognizing that there is no uniform methodology regarding the allocation of firm-wide or complex-wide expenses
within the asset management industry for determining profitability for this purpose and that the use of different reasonable methodologies can give rise to different profit and loss results, the Board, in recent years, requested from
Management examples of profitability calculated by different methods and noted that the estimated profitability levels were still reasonable when calculated by these other methods. The Board further noted Management’s representation that
its estimate of profitability is derived using methodology that is consistent with the methodology used to assess and/or report measures of profitability elsewhere at the firm. In
72
addition, the Board recognized that Management’s calculations regarding its costs may not reflect all risks,
including regulatory, legal, operational, cybersecurity, reputational, and, where appropriate, entrepreneurial risks, associated with offering and managing a closed-end fund in the current regulatory and market environment. The Board
also considered any fall-out (i.e., indirect) benefits likely to accrue to Management or its affiliates from their relationship with the Fund. The Board recognized that Management and its affiliates should be entitled to earn a reasonable
level of profits for services they provide to the Fund and, based on review, concluded that Management’s reported level of estimated profitability on the Fund was reasonable.
Information Regarding Services to Other Clients
The Board also considered whether there were other funds or separate accounts that were advised or sub-advised by
Management or its affiliates with investment objectives, policies, and strategies that were similar to those of the Fund. The Board compared the fees charged to the Fund to the fees charged to such comparable funds, noting Management’s
representation that there were no such separate accounts. The Board considered the appropriateness and reasonableness of any differences between the fees charged to the Fund and such comparable funds, and determined that differences in
fees and fee structures were consistent with the differences in the management and other services provided. The Board explored with Management its assertion that although, generally, the rates of fees paid by such funds, except other
Neuberger Berman mutual funds, were lower than the fee rates paid by the Fund, the differences reflected Management’s greater level of responsibilities and significantly broader scope of services to the Fund, the more extensive regulatory
obligations and risks associated with managing the Fund, and other financial considerations with respect to creation and sponsorship of the Fund.
Economies of Scale
The Board also evaluated apparent or anticipated economies of scale in relation to the services Management
provides to the Fund and noted that there is little expectation that closed-end funds will show significant economies of scale. The Board considered that, as a closed-end investment company, the Fund does not continually offer new shares
to raise additional assets (as does a typical open-end investment company), but may experience asset growth through investment performance and/or the increased use of leverage. The Board also considered that Management has provided, at no
added cost to the Fund, certain additional services, including but not limited to, services required by new regulations or regulatory interpretations, services impelled by changes in the securities markets or the business landscape,
and/or services requested by the Board. The Board considered that this is a way of sharing economies of scale with the Fund and its stockholders.
Conclusions
In approving the continuation of the Agreement, the Board concluded that, in its business judgment, the terms of
the Agreement are fair and reasonable to the Fund and that approval of the continuation of the Agreement is in the best interests of the Fund and Fund stockholders. In reaching this determination, the Board considered that Management
could be expected to continue to provide a high level of service to the Fund; that the Board retained confidence in Management’s capabilities to manage the Fund; that the Fund’s fee structure appeared to the Board to be reasonable given
the nature, extent, and quality of services provided; and that the benefits accruing to Management and Management’s affiliates by virtue of their relationship with the Fund were reasonable in light of the costs of providing the investment
advisory and other services and the benefits accruing to the Fund. The Board’s conclusions may be based in part on its consideration of materials prepared in connection with the approval or continuance of the Agreement in prior years and
on the Board’s ongoing regular review of Fund performance and operations throughout the year, in addition to material prepared specifically for the most recent annual review of the Agreement.
73
Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104-0002
Internal Sales & Services
877.461.1899
www.nb.com
New York, NY 10104-0002
Internal Sales & Services
877.461.1899
www.nb.com
Statistics and projections in this report are derived from sources deemed to be reliable but
cannot be regarded as a representation of future results of the Fund. This report is prepared for the general information of stockholders and is not an offer for shares of the Fund.
H0768 12/22
Item 2. Code of Ethics.
The Board of Directors (“Board”) of Neuberger Berman High Yield Strategies Fund Inc. (“Registrant” or “Fund”) has adopted a code of ethics that applies
to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (“Code of Ethics”). During the period covered by this Form N-CSR, there were no
substantive amendments to the Code of Ethics and there were no waivers from the Code of Ethics granted to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing
similar functions.
A copy of the Code of Ethics
is incorporated by reference to Neuberger Berman Income Funds’ Form N-CSR, Investment Company Act file number 811-03802 (filed June 30, 2020). The Code of Ethics is also available, without charge, by calling
1-800-877-9700 (toll-free).
Item 3. Audit Committee Financial Expert.
The Board has determined that the Registrant has three audit committee financial experts serving on its audit committee. The Registrant’s audit committee
financial experts are Michael J. Cosgrove, Martha C. Goss, and Deborah C. McLean. Mr. Cosgrove, Ms. Goss, and Ms. McLean are independent directors as defined by Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Ernst & Young LLP (“E&Y”) serves as the independent registered public accounting firm to the Registrant.
(a) Audit Fees
The aggregate fees billed for professional services rendered by E&Y for the audit of the annual financial statements or services that are normally
provided by E&Y in connection with statutory and regulatory filings or engagements were $53,056 and $73,400 for the fiscal years ended 2021 and 2022, respectively.
(b) Audit-Related Fees
The aggregate fees billed to the Registrant for assurance and related services by E&Y that are reasonably related to the performance of the audit of
the Registrant’s financial statements and are not reported above in Audit Fees were $0 and $0 for the fiscal years ended 2021 and 2022, respectively. The Audit Committee approved 0% and 0% of these
services provided by E&Y for the fiscal years ended 2021 and 2022, respectively, pursuant to the waiver provisions of Rule 2-01(c)(7)(i)(C) of Regulation S-X.
The fees billed to other entities in the investment company complex for assurance and related services by E&Y that are reasonably related to the
performance of the audit that the Audit Committee was required to approve because the engagement related directly to the operations and financial reporting of the Registrant were $0 and $0 for the fiscal years ended 2021 and 2022, respectively. The
Audit Committee approved 0% and 0% of these services provided by E&Y for the fiscal years ended 2021 and 2022, respectively, pursuant to the waiver provisions of Rule 2-01(c)(7)(i)(C) of Regulation S-X.
(c) Tax Fees
The aggregate fees billed to the Registrant for professional services rendered by E&Y for tax compliance, tax advice, and tax planning were $12,450
and $13,020 for the fiscal years ended 2021 and 2022, respectively. The nature of the services provided includes preparation of the Federal and State tax extensions and tax returns, review of annual excise tax calculations, and preparation of form
8613, in addition to assistance with the identification of Passive Foreign Investment Companies, and assistance with Internal Revenue Code and tax regulation requirements for fund investments. The Audit Committee approved 0% and 0% of these services
provided by E&Y for the fiscal years ended 2021 and 2022, respectively, pursuant to the waiver provisions of Rule 2-01(c)(7)(i)(C) of Regulation S-X.
The fees billed to other entities in the investment company complex for professional services rendered by E&Y for tax compliance, tax advice, and tax
planning that the Audit Committee was required to approve because the engagement related directly to the operations and financial reporting of the Registrant were $0 and $0 for the fiscal years ended 2021 and 2022, respectively. The Audit Committee
approved 0% and 0% of these services provided by E&Y for the fiscal years ended 2021 and 2022, respectively, pursuant to the waiver provisions of Rule 2-01(c)(7)(i)(C) of Regulation S-X.
(d) All Other Fees
The aggregate fees billed to the Registrant for products and services provided by E&Y, other than services reported in Audit Fees, Audit-Related Fees, and
Tax Fees were $0 and $0 for the fiscal years ended 2021 and 2022, respectively. The Audit Committee approved 0% and 0% of these services provided by E&Y for the fiscal years ended 2021 and 2022, respectively, pursuant to the waiver
provisions of Rule 2-01(c)(7)(i)(C) of Regulation S-X.
The fees billed to other entities in the investment company complex for products and services provided by E&Y, other than services reported in Audit Fees, Audit-Related
Fees, and Tax Fees, that the Audit Committee was required to approve because the engagement related directly to the operations and financial reporting of the Registrant were $0 and $0 for the fiscal years ended 2021 and 2022,
respectively. The Audit Committee approved 0% and 0% of these services provided by E&Y for the fiscal years ended 2021 and 2022, respectively, pursuant to the waiver provisions of Rule 2-01(c)(7)(i)(C) of Regulation S-X.
(e) Audit Committee’s Pre-Approval Policies and Procedures
(1) The Audit Committee’s pre-approval policies and procedures for the Registrant to engage an accountant to render audit and non-audit services delegate
to each member of the Committee the power to pre-approve services between meetings of the Committee.
(2) None of the services described in paragraphs (b) through (d) above were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule
2-01 of Regulation S-X.
(f) Hours Attributed to Other Persons
Not applicable.
(g) Non-Audit Fees
Non-audit fees billed by E&Y for services rendered to the Registrant were $12,450 and $13,020 for the fiscal years ended 2021 and 2022, respectively.
Non-audit fees billed by E&Y for services rendered to the Registrant’s investment adviser and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the Registrant were $0 and $0 for the fiscal years ended 2021 and 2022, respectively.
(h) The Audit Committee of the Board considered whether the provision of non-audit services rendered to the Registrant’s investment adviser and any
entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant that were not pre-approved by the Audit Committee because the engagement did not relate directly to the operations and
financial reporting of the Registrant is compatible with maintaining E&Y’s independence.
Item 5. Audit Committee of Listed Registrants.
The Board has established a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended (“Exchange Act”). Its members are Michael J. Cosgrove (Chair), Martha C. Goss (Vice Chair), and Deborah C. McLean.
Item 6. Schedule of Investments.
|
(a)
|
The complete schedule of investments for the Registrant is disclosed in the Registrant’s Annual Report, which is included as Item 1 of this Form N-CSR.
|
|
(b)
|
Not applicable.
|
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
As of October 31, 2022, the Board has delegated to Neuberger Berman Investment Advisers LLC (“NBIA”) the responsibility to vote proxies related to the
securities held in the Registrant’s portfolio. Under this authority, NBIA is required by the Board to vote proxies related to portfolio securities in the best interests of the Registrant and its stockholders. The Board permits NBIA to contract with a
third party to obtain proxy voting and related services, including research of current issues.
NBIA has implemented written Proxy Voting Policies and Procedures (“Proxy Voting Policy”) that are designed to reasonably ensure that NBIA votes proxies
prudently and in the best interest of its advisory clients for whom NBIA has voting authority, including the Registrant. The Proxy Voting Policy also describes how NBIA addresses any conflicts that may arise between its interests and those of its
clients with respect to proxy voting.
NBIA’s Governance and Proxy Committee (“Proxy Committee”) is responsible for developing, authorizing, implementing and updating the Proxy Voting Policy,
administering and overseeing the proxy voting process and engaging and overseeing any independent third-party vendors as voting delegates to review, monitor and/or vote proxies. In order to apply the Proxy Voting Policy noted above in a timely and
consistent manner, NBIA utilizes Glass, Lewis & Co. (“Glass Lewis”) to vote proxies in accordance with NBIA’s voting guidelines or, in instances where a material conflict has been determined to exist, in accordance with the voting recommendations
of an independent third party.
NBIA retains final authority and fiduciary responsibility for proxy voting. NBIA believes that this process is reasonably designed to address material
conflicts of interest that may arise between NBIA and a client as to how proxies are voted.
In the event that an investment professional at NBIA believes that it is in the best interests of a client or clients to vote proxies in a manner
inconsistent with the voting guidelines, the Proxy Committee will review information submitted by the investment professional to determine that there is no material conflict of interest between NBIA and the client with respect to the voting of the
proxy in the requested manner.
If the Proxy Committee determines that the voting of a proxy as recommended by the investment professional would not be appropriate, the Proxy Committee
shall: (i) take no further action, in which case Glass Lewis shall vote such proxy in accordance with the voting guidelines; (ii) disclose such conflict to the client or clients and obtain written direction from the client as to how to vote the
proxy; (iii) suggest that the client or clients engage another party to determine how to vote the proxy; or (iv) engage another independent third party to determine how to vote the proxy.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) The following Portfolio Managers have day-to-day management responsibility of the Registrant’s portfolio as of the date of the
filing of this Form N-CSR.
Christopher Kocinski, CFA, is
a Managing Director of NBIA. Mr. Kocinski joined the firm in 2006. Before being named co-Portfolio Manager to the Fund in 2019, Mr. Kocinski was co-director of non-investment grade credit research and a senior research analyst for NBIA.
Joseph Lind, CFA, is a
Managing Director of NBIA. He has served as a Portfolio Manager for the Registrant since 2018. Mr. Lind also manages non-investment grade credit portfolios for NBIA and serves on the Firm’s credit committee for high yield bonds and senior floating
rate loans. He joined the Firm in 2018.
(a)(2) The table below describes the other accounts for which the Registrant’s Portfolio Managers have day-to-day management responsibility as of October 31, 2022.
|
Type of Account
|
Number of
Accounts
Managed
|
Total Assets
Managed
($ millions)
|
Number of Accounts
Managed for which
Advisory Fee is
Performance-Based
|
Assets Managed for
which Advisory Fee is
Performance-Based
($ millions)
|
|
Christopher Kocinski
|
||||
|
Registered Investment Companies*
|
2
|
$966
|
0
|
$0
|
|
Other Pooled Investment Vehicles**
|
28
|
$8,720
|
1
|
$184
|
|
Other Accounts***
|
22
|
$5,336
|
3
|
$302
|
|
Joseph Lind
|
||||
|
Registered Investment Companies*
|
2
|
$966
|
0
|
$0
|
|
Other Pooled Investment Vehicles**
|
28
|
$8,720
|
1
|
$184
|
|
Other Accounts***
|
23
|
$5,413
|
3
|
$302
|
|
*
|
Registered Investment Companies include: Mutual Funds.
|
|
**
|
A portion of certain accounts may be managed by other portfolio managers; however, the total assets of such accounts are included above even though the portfolio
manager listed above is not involved in the day-to-day management of the entire account.
|
|
***
|
Other Accounts include: Institutional Separate Accounts, Sub-Advised Accounts and Managed Accounts (WRAP Accounts).
|
Conflicts of Interest (as of October 31, 2022)
Actual or apparent conflicts of interest may arise when a Portfolio Manager has day-to-day management responsibilities with respect to more than one fund
or other account. The management of multiple funds and accounts (including proprietary accounts) may give rise to actual or potential conflicts of interest if the funds and accounts have different or similar objectives, benchmarks, time horizons, and
fees, as the Portfolio Manager must allocate his or her time and investment ideas across multiple funds and accounts. The Portfolio Manager may execute transactions for another fund or account that may adversely impact the value of securities or
instruments held by the Fund, and which may include transactions that are directly contrary to the positions taken by the Fund. For example, a Portfolio Manager may engage in short sales of securities or instruments for another account that are the
same type of securities or instruments in which the Fund it manages also invests. In such a case, the Portfolio Manager could be seen as harming the performance of the Fund for the benefit of the account engaging in short sales if the short sales
cause the market value of the securities or instruments to fall. Additionally, if a Portfolio Manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full
advantage of that opportunity. There may also be regulatory limitations that prevent the Fund from participating in a transaction in which another account or fund managed by the same Portfolio Manager will invest. For example, the 1940 Act prohibits
the Fund from participating in certain transactions with certain of its affiliates and from participating
in “joint” transactions alongside certain of its affiliates. The prohibition on “joint” transactions may limit the ability of the Fund to participate
alongside its affiliates in privately negotiated transactions unless the transaction is otherwise permitted under existing regulatory guidance and may reduce the amount of privately negotiated transactions that the Funds may participate. Further,
NBIA may take an investment position or action for a fund or account that may be different from, inconsistent with, or have different rights than (e.g., voting rights, dividend or repayment priorities or other features that may conflict with one
another), an action or position taken for one or more other funds or accounts, including the Fund, having similar or different objectives. A conflict may also be created by investing in different parts of an issuer’s capital structure (e.g., equity
or debt, or different positions in the debt structure). Those positions and actions may adversely impact, or in some instances benefit, one or more affected accounts or funds, including the Fund. Potential conflicts may also arise because portfolio
decisions and related actions regarding a position held for a fund or another account may not be in the best interests of a position held by another fund or account having similar or different objectives. If one account were to buy or sell portfolio
securities or instruments shortly before another account bought or sold the same securities or instruments, it could affect the price paid or received by the second account. Securities selected for funds or accounts other than the Fund may
outperform the securities selected for the Fund. Finally, a conflict of interest may arise if NBIA and a Portfolio Manager have a financial incentive to favor one account over another, such as a performance-based management fee that applies to one
account but not the Fund or other funds or accounts for which the Portfolio Manager is responsible. In the ordinary course of operations, certain businesses within the Neuberger Berman organization (the “Firm”) will seek access to material non-public
information. For instance, NBIA portfolio managers may obtain and utilize material non-public information in purchasing loans and other debt instruments and certain privately placed or restricted equity instruments. From time to time, NBIA portfolio
managers will be offered the opportunity on behalf of applicable clients to participate on a creditors or other similar committee in connection with restructuring or other “work-out” activity, which participation could provide access to material
non-public information. The Firm maintains procedures that address the process by which material non-public information may be acquired intentionally by the Firm. When considering whether to acquire material non-public information, the Firm will
attempt to balance the interests of all clients, taking into consideration relevant factors, including the extent of the prohibition on trading that would occur, the size of the Firm’s existing position in the issuer, if any, and the value of the
information as it relates to the investment decision-making process. The acquisition of material non-public information would likely give rise to a conflict of interest since the Firm may be prohibited from rendering investment advice to clients
regarding the securities or instruments of such issuer and thereby potentially limiting the universe of securities or instruments that the Firm, including the Fund, may purchase or potentially limiting the ability of the Firm, including the Fund, to
sell such securities or instruments. Similarly, where the Firm declines access to (or otherwise does not receive or share within the Firm) material non-public information regarding an issuer, the portfolio managers could potentially base investment
decisions with respect to assets of such issuer solely on public information, thereby limiting the amount of information available to the portfolio managers in connection with such investment decisions. In determining whether or not to elect to
receive material non-public information, the Firm will endeavor to act fairly to its clients as a whole. The Firm reserves the right to decline access to material non-public information, including declining to join a creditors or similar committee.
NBIA and the Registrant have adopted certain compliance procedures which are designed to address these types of conflicts. However,
there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
(a)(3) Compensation (as of October 31, 2022)
Our compensation philosophy is one that focuses on rewarding performance and incentivizing our employees. We are also focused on creating a compensation
process that we believe is fair, transparent, and competitive with the market.
Compensation for Portfolio Managers consists of fixed (salary) and variable (bonus) compensation but is more heavily weighted on the variable portion of
total compensation and is paid from a team compensation pool made available to the portfolio management team with which the Portfolio Manager is associated. The size of the team compensation pool is determined based on a formula that takes into
consideration a number of factors including the pre-tax revenue that is generated by that particular portfolio management team, less certain adjustments. The bonus portion of the compensation is discretionary and is determined on the basis of a
variety of criteria, including investment performance (including the aggregate multi-year track record), utilization of central resources (including research, sales and operations/support), business building to further the longer term sustainable
success of the investment team, effective team/people management, and overall contribution to the success of Neuberger Berman. Certain Portfolio Managers may manage products other than mutual funds, such as high net worth separate accounts. For the
management of these accounts, a Portfolio Manager may generally receive a percentage of pre-tax revenue determined on a monthly basis less certain deductions. The percentage of revenue a Portfolio Manager receives pursuant to this arrangement will
vary based on certain revenue thresholds.
The terms of our long-term retention incentives are as follows:
Employee-Owned Equity. Certain employees
(primarily senior leadership and investment professionals) participate in Neuberger Berman’s equity ownership structure, which was designed to incentivize and retain key personnel. In addition, in prior years certain employees may have elected to
have a portion of their compensation delivered in the form of equity. We also offer an equity acquisition program which allows employees a more direct opportunity to invest in Neuberger Berman.
For confidentiality and privacy reasons, we cannot disclose individual equity holdings or program participation.
Contingent Compensation. Certain employees may
participate in the Neuberger Berman Group Contingent Compensation Plan (the “CCP”) to serve as a means to further align the interests of our employees with the success of the firm and the interests of our clients, and to reward continued
employment. Under the CCP, up to 20% of a participant’s annual total compensation in excess of $500,000 is contingent and subject to vesting. The contingent amounts are maintained in a notional account that is tied to the performance of a portfolio
of Neuberger Berman investment
strategies as specified by the firm on an employee-by-employee basis. By having a participant’s contingent compensation tied
to Neuberger Berman investment strategies, each employee is given further incentive to operate as a prudent risk manager and to collaborate with colleagues to maximize performance across all business areas. In the case of members of investment
teams, including Portfolio Managers, the CCP is currently structured so that such employees have exposure to the investment strategies of their respective teams as well as the broader Neuberger Berman portfolio.
Restrictive Covenants. Most investment
professionals, including Portfolio Managers, are subject to notice periods and restrictive covenants which include employee and client non-solicit restrictions as well as restrictions on the use of confidential information. In addition, depending
on participation levels, certain senior professionals who have received equity grants have also agreed to additional notice and transition periods and, in some cases, non-compete restrictions. For confidentiality and privacy reasons, we cannot
disclose individual restrictive covenant arrangements.
(a)(4) Ownership of Securities
Set forth below is the dollar range of equity securities beneficially owned by the Registrant’s Portfolio Managers in the Registrant as of October 31,
2022.
(b) Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
No reportable purchases for the period covered by this report.
Item 10. Submission of Matters to a Vote of Security Holders.
There were no material changes to the procedures by which stockholders may recommend nominees to the Board.
Item 11. Controls and Procedures.
| (a) |
Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) as of a date within 90 days of the filing date of this report, the Chief
Executive Officer and President and the Treasurer and Principal Financial and Accounting Officer of the Registrant have concluded that such disclosure controls and procedures are effectively designed to ensure that information required to be
disclosed by the Registrant on Form N-CSR is accumulated and communicated to the Registrant’s management to allow timely decisions regarding required disclosure.
|
| (b) |
There were no significant changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant’s most
recent fiscal half-year period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
|
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
| (a) |
The Fund engaged in securities lending activity during the fiscal year ended October 31, 2022.
|
|
Gross income from securities lending activities
|
$88,727
|
|
Fees and/or compensation paid by the Fund for securities lending activities and related services
|
|
|
Fees paid to securities lending agent from a revenue split
|
$8,562
|
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not
included in the revenue split
|
$2,984
|
|
Administrative fees not included in revenue split
|
$0
|
|
Indemnification fees not included in revenue split
|
$0
|
|
Rebate (paid to borrower)
|
$0
|
|
Other fees relating to the securities lending program that are not included in the revenue split
|
$0
|
|
Aggregate fees/compensation for securities lending activities
|
$11,546
|
|
Net income from securities lending activities
|
$77,181
|
| (b) |
The Fund engaged in securities lending activity during the fiscal year ended October 31, 2022. State Street Bank and Trust Company, as the Fund’s securities lending agent, effected loans
of available securities of the Fund to qualified brokers and dealers in exchange for negotiated lender’s fees.
|
Item 13. Exhibits.
| (a)(1) |
| (a)(2) |
| (a)(3) |
Not applicable to the Registrant.
|
| (a)(4) |
Not applicable to the Registrant.
|
| (b) |
The certification furnished pursuant to Rule 30a-2(b) under the Act and Section 906 of the Sarbanes-Oxley Act will not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Neuberger Berman High Yield Strategies Fund Inc.
| By: |
/s/ Joseph V. Amato |
|
|
Joseph V. Amato |
|
|
Chief Executive Officer and President |
| Date: January 5, 2023 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
| By: |
/s/ Joseph V. Amato |
|
|
Joseph V. Amato |
|
|
Chief Executive Officer and President |
Date: January 5, 2023
| By: |
/s/ John M. McGovern |
|
|
John M. McGovern |
|
|
Treasurer and Principal Financial |
| and Accounting Officer |