Neuberger Berman
High Yield Strategies
Fund Inc.
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|
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Annual Report
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October 31, 2011
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Contents
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PRESIDENT'S LETTER
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1
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PORTFOLIO COMMENTARY
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2
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SCHEDULE OF INVESTMENTS
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7
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FINANCIAL STATEMENTS
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18
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FINANCIAL HIGHLIGHTS/PER SHARE DATA
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31
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Report of Independent Registered Public Accounting Firm
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33
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Distribution Reinvestment Plan
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34
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Directory
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36
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Directors and Officers
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37
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Proxy Voting Policies and Procedures
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48
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Quarterly Portfolio Schedule
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48
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New Portfolio-Co Manager
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48
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Market Conditions
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48
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Report of Votes of Shareholders
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50
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Board Consideration of the Management and Sub-Advisory Agreements
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51
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TICKER SYMBOLS
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|||
High Yield Strategies Fund
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NHS
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PORTFOLIO BY MATURITY DISTRIBUTION
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||||
(as a % of Total Investments excluding cash equivalents)
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||||
Less than One Year
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1.2
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%
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||
One to Five Years
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27.7
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|||
Five to Ten Years
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64.4
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|||
Ten Years or Greater
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6.7
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|||
Total
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100.0
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%
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PERFORMANCE HIGHLIGHTS1,2
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||||||||||||
Inception
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Average Annual Total Return
Ended 10/31/2011
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|||||||||||
NAV3
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Date
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1 Year
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5 Years
|
Life of Fund
|
||||||||
High Yield Strategies Fund
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7/28/2003
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3.34
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%
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9.75
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%
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10.56
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%
|
|||||
Market Price4
|
||||||||||||
High Yield Strategies Fund
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7/28/2003
|
6.03
|
%
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10.44
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%
|
10.50
|
%
|
1
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Performance data current to the most recent month-end are available at www.nb.com.
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2
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Neuberger Berman Management LLC ("Management") has voluntarily agreed to waive a portion of the management fees that it is entitled to receive from the Fund. Please see the notes to the financial statements for specific information regarding the rate of the management fees waived by Management. Absent such a waiver, the performance of the Fund would be lower.
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3
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Returns based on Net Asset Value ("NAV") of the Fund. Performance prior to August 6, 2010 is that of Neuberger Berman High Yield Strategies Fund, a predecessor to the Fund.
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4
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Returns based on market price of Fund common shares on the NYSE Amex. Performance prior to August 6, 2010 is that of Neuberger Berman High Yield Strategies Fund, a predecessor to the Fund.
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BofA Merrill Lynch U.S. High Yield Master II Constrained Index:
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An unmanaged market value-weighted index of all domestic and Yankee high yield bonds, including deferred interest bonds and payment-in-kind securities. Qualifying bonds must have at least one year remaining to maturity, a fixed coupon schedule and a minimum amount outstanding of $100 million. Qualifying bonds are capitalization weighted provided the total allocation to an individual issuer does not exceed 2%.
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||
Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index:
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An unmanaged sub-index of Barclays Capital U.S. Corporate High Yield Bond Index, (which includes all U.S. dollar-denominated, taxable, fixed rate, noninvestment grade debt), capped such that no single issuer accounts for more than 2% of the index weight.
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PRINCIPAL AMOUNT
|
VALUE†
|
||||||||
Bank Loan Obligationsµ (0.8%)
|
|||||||||
Lodging & Casinos (0.8%)
|
|||||||||
$
|
1,392,698
|
Caesars Entertainment Operating Co., Term Loan B4, 9.50%, due 10/31/16
|
$
|
1,402,558
|
|||||
725,000
|
MGM Mirage, Inc., Term Loan C, 7.00%, due 2/21/14
|
705,403
|
|||||||
Total Bank Loan Obligations (Cost $2,174,519) |
2,107,961
|
||||||||
Corporate Debt Securities (137.6%)
|
|||||||||
Aerospace & Defense (0.1%)
|
|||||||||
320,000
|
L-3 Communications Corp., Guaranteed Notes, Ser. B, 6.38%, due 10/15/15
|
326,800
|
|||||||
Airlines (2.8%)
|
|||||||||
3,550,000
|
Continental Airlines, Inc., Senior Secured Notes, 6.75%, due 9/15/15
|
3,558,875
|
ñ
|
||||||
1,056,000
|
Delta Air Lines, Inc., Senior Secured Notes, 9.50%, due 9/15/14
|
1,119,360
|
ñ
|
||||||
853,768
|
United Airlines, Inc., Pass-Through Certificates, Ser. 2009-2, Class A, 9.75%, due 1/15/17
|
922,070
|
|||||||
1,430,000
|
United Airlines, Inc., Senior Secured Notes, 9.88%, due 8/1/13
|
1,497,925
|
ñ
|
||||||
7,098,230
|
|||||||||
Auto Loans (4.4%)
|
|||||||||
2,855,000
|
Ford Motor Credit Co. LLC, Senior Unsecured Notes, 6.63%, due 8/15/17
|
3,128,720
|
|||||||
6,580,000
|
Ford Motor Credit Co. LLC, Senior Unsecured Notes, 8.13%, due 1/15/20
|
7,985,719
|
|||||||
11,114,439
|
|||||||||
Automakers (3.2%)
|
|||||||||
3,240,000
|
Chrysler Group LLC, Senior Secured Notes, 8.00%, due 6/15/19
|
2,980,800
|
ñ
|
||||||
160,000
|
Chrysler Group LLC/CG Co-Issuer, Inc., Senior Secured Notes, 8.25%, due 6/15/21
|
146,400
|
ñ
|
||||||
945,000
|
Ford Holdings, Inc., Guaranteed Notes, 9.30%, due 3/1/30
|
1,247,400
|
|||||||
845,000
|
Ford Motor Co., Senior Unsecured Notes, 9.98%, due 2/15/47
|
1,077,375
|
|||||||
2,546,000
|
Navistar Int'l Corp., Guaranteed Notes, 8.25%, due 11/1/21
|
2,768,775
|
|||||||
8,220,750
|
|||||||||
Banking (3.4%)
|
|||||||||
1,975,000
|
Ally Financial, Inc., Guaranteed Notes, 6.25%, due 12/1/17
|
1,950,312
|
|||||||
4,795,000
|
Ally Financial, Inc., Guaranteed Notes, 8.00%, due 3/15/20
|
4,938,850
|
ØØ
|
||||||
820,000
|
Ally Financial, Inc., Guaranteed Notes, 7.50%, due 9/15/20
|
828,200
|
|||||||
300,000
|
Ally Financial, Inc., Guaranteed Notes, 8.00%, due 11/1/31
|
299,250
|
|||||||
555,000
|
Ally Financial, Inc., Subordinated Notes, 8.00%, due 12/31/18
|
543,900
|
|||||||
8,560,512
|
|||||||||
Beverages (0.2%)
|
|||||||||
505,000
|
Constellation Brands, Inc., Guaranteed Notes, 7.25%, due 9/1/16
|
552,344
|
|||||||
Building & Construction (1.8%)
|
|||||||||
1,372,000
|
Beazer Homes USA, Inc., Guaranteed Notes, 9.13%, due 6/15/18
|
980,980
|
|||||||
1,115,000
|
Beazer Homes USA, Inc., Guaranteed Notes, 9.13%, due 5/15/19
|
791,650
|
|||||||
1,215,000
|
Shea Homes L.P., Senior Secured Notes, 8.63%, due 5/15/19
|
1,099,575
|
ñ
|
||||||
795,000
|
Standard Pacific Corp., Guaranteed Notes, 8.38%, due 5/15/18
|
767,175
|
|||||||
870,000
|
Standard Pacific Corp., Guaranteed Notes, 8.38%, due 1/15/21
|
791,700
|
|||||||
4,431,080
|
See Notes to Schedule of Investments
|
7 |
PRINCIPAL AMOUNT
|
VALUE†
|
||||||||
Building Materials (2.8%)
|
|||||||||
$
|
905,000
|
Masco Corp., Senior Unsecured Notes, 6.13%, due 10/3/16
|
$
|
912,849
|
|||||
1,985,000
|
Ply Gem Industries, Inc., Senior Secured Notes, 8.25%, due 2/15/18
|
1,870,862
|
|||||||
2,000,000
|
USG Corp., Guaranteed Notes, 8.38%, due 10/15/18
|
1,790,000
|
ñ
|
||||||
1,780,000
|
USG Corp., Guaranteed Notes, 9.75%, due 8/1/14
|
1,771,100
|
ñ
|
||||||
495,000
|
USG Corp., Senior Unsecured Notes, 6.30%, due 11/15/16
|
382,388
|
|||||||
325,000
|
USG Corp., Senior Unsecured Notes, 9.75%, due 1/15/18
|
273,000
|
|||||||
7,000,199
|
|||||||||
Chemicals (2.8%)
|
|||||||||
695,000
|
CF Industries, Inc., Guaranteed Notes, 6.88%, due 5/1/18
|
792,300
|
|||||||
735,000
|
Hexion US Finance Corp., Senior Secured Notes, 8.88%, due 2/1/18
|
725,812
|
|||||||
485,000
|
Huntsman Int'l LLC, Guaranteed Notes, 8.63%, due 3/15/20
|
495,913
|
|||||||
895,000
|
Huntsman Int'l LLC, Guaranteed Notes, 8.63%, due 3/15/21
|
919,612
|
|||||||
1,730,000
|
Lyondell Chemical Co., Senior Secured Notes, 8.00%, due 11/1/17
|
1,946,250
|
|||||||
1,815,000
|
Momentive Performance Materials, Inc., Secured Notes, 9.00%, due 1/15/21
|
1,533,675
|
|||||||
540,000
|
Nalco Co., Senior Notes, 8.25%, due 5/15/17
|
599,400
|
|||||||
7,012,962
|
|||||||||
Computer Hardware (0.6%)
|
|||||||||
1,505,000
|
Seagate HDD Cayman, Guaranteed Notes, 7.00%, due 11/1/21
|
1,474,900
|
ñ
|
||||||
Consumer—Commercial Lease Financing (11.2%)
|
|||||||||
1,085,000
|
CIT Group, Inc., Secured Notes, Ser. C, 5.25%, due 4/1/14
|
1,079,575
|
ñ
|
||||||
437
|
CIT Group, Inc., Secured Notes, 7.00%, due 5/1/16
|
438
|
|||||||
780,000
|
CIT Group, Inc., Secured Notes, 7.00%, due 5/2/16
|
778,050
|
ñ
|
||||||
615
|
CIT Group, Inc., Secured Notes, 7.00%, due 5/1/17
|
615
|
|||||||
4,886,000
|
CIT Group, Inc., Secured Notes, 7.00%, due 5/2/17
|
4,873,785
|
ñ
|
||||||
3,915,000
|
CIT Group, Inc., Secured Notes, 6.63%, due 4/1/18
|
4,091,175
|
ñ
|
||||||
1,050,000
|
Int'l Lease Finance Corp., Senior Secured Notes, 7.13%, due 9/1/18
|
1,084,125
|
ñ
|
||||||
555,000
|
Int'l Lease Finance Corp., Senior Unsecured Medium-Term Notes, Ser. R, 6.63%, due 11/15/13
|
556,388
|
|||||||
5,875,000
|
Int'l Lease Finance Corp., Senior Unsecured Notes, 8.63%, due 9/15/15
|
6,168,750
|
|||||||
2,190,000
|
Int'l Lease Finance Corp., Senior Unsecured Notes, 8.75%, due 3/15/17
|
2,308,260
|
|||||||
690,000
|
Int'l Lease Finance Corp., Senior Unsecured Notes, 8.88%, due 9/1/17
|
717,600
|
|||||||
1,935,000
|
Int'l Lease Finance Corp., Senior Unsecured Notes, 6.25%, due 5/15/19
|
1,821,452
|
|||||||
910,000
|
SLM Corp., Senior Unsecured Medium-Term Notes, Ser. A, 5.00%, due 10/1/13
|
909,599
|
|||||||
665,000
|
SLM Corp., Senior Unsecured Medium-Term Notes, Ser. A, 5.00%, due 4/15/15
|
645,050
|
|||||||
1,030,000
|
SLM Corp., Senior Unsecured Medium-Term Notes, Ser. A, 8.45%, due 6/15/18
|
1,091,800
|
|||||||
2,795,000
|
Springleaf Finance Corp., Senior Unsecured Medium-Term Notes, Ser. J, 6.90%, due 12/15/17
|
2,131,187
|
|||||||
28,257,849
|
|||||||||
Department Stores (1.0%)
|
|||||||||
1,210,000
|
J.C. Penney Co., Inc., Senior Unsecured Notes, 5.65%, due 6/1/20
|
1,140,425
|
|||||||
1,750,000
|
Sears Holdings Corp., Secured Notes, 6.63%, due 10/15/18
|
1,509,375
|
|||||||
2,649,800
|
|||||||||
Diversified Capital Goods (0.2%)
|
|||||||||
515,000
|
Mueller Water Products, Inc., Guaranteed Notes, 7.38%, due 6/1/17
|
453,200
|
|||||||
Electric—Generation (7.6%)
|
|||||||||
2,155,000
|
Calpine Corp., Senior Secured Notes, 7.25%, due 10/15/17
|
2,241,200
|
ñ
|
||||||
1,610,000
|
Calpine Corp., Senior Secured Notes, 7.88%, due 7/31/20
|
1,726,725
|
ñ
|
||||||
1,195,000
|
Calpine Corp., Senior Secured Notes, 7.50%, due 2/15/21
|
1,254,750
|
ñ
|
||||||
600,000
|
Edison Mission Energy, Senior Unsecured Notes, 7.00%, due 5/15/17
|
420,000
|
|||||||
4,000,000
|
Edison Mission Energy, Senior Unsecured Notes, 7.20%, due 5/15/19
|
2,660,000
|
|||||||
2,220,000
|
Edison Mission Energy, Senior Unsecured Notes, 7.63%, due 5/15/27
|
1,387,500
|
|||||||
5,165,000
|
NRG Energy, Inc., Guaranteed Notes, 7.63%, due 1/15/18
|
5,229,562
|
ñ
|
See Notes to Schedule of Investments
|
8 |
PRINCIPAL AMOUNT
|
VALUE†
|
||||||||
$
|
1,335,000
|
NRG Energy, Inc., Guaranteed Notes, 8.25%, due 9/1/20
|
$
|
1,381,725
|
|||||
2,690,000
|
NRG Energy, Inc., Guaranteed Notes, 7.88%, due 5/15/21
|
2,716,900
|
ñ
|
||||||
300,000
|
RRI Energy, Inc., Senior Unsecured Notes, 7.63%, due 6/15/14
|
306,000
|
|||||||
19,324,362
|
|||||||||
Electric—Integrated (0.9%)
|
|||||||||
705,000
|
Dolphin Subsidiary II, Inc., Senior Unsecured Notes, 6.50%, due 10/15/16
|
761,400
|
ñ
|
||||||
465,000
|
Dolphin Subsidiary II, Inc., Senior Unsecured Notes, 7.25%, due 10/15/21
|
498,713
|
ñ
|
||||||
1,000,000
|
IPALCO Enterprises, Inc., Senior Secured Notes, 7.25%, due 4/1/16
|
1,100,000
|
ñ
|
||||||
2,360,113
|
|||||||||
Electronics (1.2%)
|
|||||||||
1,910,000
|
Freescale Semiconductor, Inc., Senior Secured Notes, 9.25%, due 4/15/18
|
2,067,575
|
ñ
|
||||||
855,000
|
NXP BV Funding LLC, Senior Secured Notes, 9.75%, due 8/1/18
|
940,500
|
ñ
|
||||||
3,008,075
|
|||||||||
Energy—Exploration & Production (11.6%)
|
|||||||||
4,810,000
|
ATP Oil & Gas Corp., Secured Notes, 11.88%, due 5/1/15
|
3,992,300
|
|||||||
1,110,000
|
Chesapeake Energy Corp., Guaranteed Notes, 9.50%, due 2/15/15
|
1,270,950
|
|||||||
510,000
|
Chesapeake Energy Corp., Guaranteed Notes, 6.88%, due 8/15/18
|
546,975
|
|||||||
2,525,000
|
Chesapeake Energy Corp., Guaranteed Notes, 6.63%, due 8/15/20
|
2,736,469
|
|||||||
2,440,000
|
Chesapeake Energy Corp., Guaranteed Notes, 6.13%, due 2/15/21
|
2,555,900
|
|||||||
1,630,000
|
Cimarex Energy Co., Guaranteed Notes, 7.13%, due 5/1/17
|
1,695,200
|
|||||||
450,000
|
Denbury Resources, Inc., Guaranteed Notes, 8.25%, due 2/15/20
|
497,250
|
|||||||
2,920,000
|
EXCO Resources, Inc., Guaranteed Notes, 7.50%, due 9/15/18
|
2,890,800
|
|||||||
1,485,000
|
Linn Energy LLC, Guaranteed Notes, 8.63%, due 4/15/20
|
1,637,212
|
|||||||
2,260,000
|
Linn Energy LLC, Guaranteed Notes, 7.75%, due 2/1/21
|
2,412,550
|
|||||||
1,555,000
|
Newfield Exploration Co., Senior Unsecured Notes, 5.75%, due 1/30/22
|
1,648,300
|
|||||||
1,260,000
|
Pioneer Natural Resources Co., Guaranteed Notes, 5.88%, due 7/15/16
|
1,337,493
|
|||||||
845,000
|
Plains Exploration & Production Co., Guaranteed Notes, 7.63%, due 6/1/18
|
904,150
|
|||||||
520,000
|
Plains Exploration & Production Co., Guaranteed Notes, 8.63%, due 10/15/19
|
577,200
|
|||||||
330,000
|
Plains Exploration & Production Co., Guaranteed Notes, 6.63%, due 5/1/21
|
343,200
|
|||||||
1,595,000
|
Quicksilver Resources, Inc., Guaranteed Notes, 11.75%, due 1/1/16
|
1,802,350
|
|||||||
450,000
|
Range Resources Corp., Guaranteed Notes, 5.75%, due 6/1/21
|
481,500
|
|||||||
1,350,000
|
SandRidge Energy, Inc., Guaranteed Notes, 8.00%, due 6/1/18
|
1,350,000
|
ñ
|
||||||
755,000
|
SandRidge Energy, Inc., Guaranteed Notes, 7.50%, due 3/15/21
|
728,575
|
ñ
|
||||||
29,408,374
|
|||||||||
Food & Drug Retailers (0.4%)
|
|||||||||
1,185,000
|
Rite Aid Corp., Guaranteed Notes, 8.63%, due 3/1/15
|
1,125,750
|
|||||||
Gaming (3.7%)
|
|||||||||
1,888,925
|
CityCenter Holdings LLC, Secured Notes, 10.75%, due 1/15/17
|
1,881,632
|
ñ¢¢
|
||||||
2,915,000
|
FireKeepers Development Authority, Senior Secured Notes, 13.88%, due 5/1/15
|
3,323,100
|
ñ
|
||||||
975,000
|
MGM Mirage, Inc., Guaranteed Notes, 7.50%, due 6/1/16
|
926,250
|
|||||||
730,000
|
MGM Mirage, Inc., Senior Secured Notes, 9.00%, due 3/15/20
|
806,650
|
|||||||
1,280,000
|
San Pasqual Casino Development Group, Inc., Notes, 8.00%, due 9/15/13
|
1,270,400
|
ñ
|
||||||
1,020,000
|
Seminole Indian Tribe of Florida, Notes, 7.75%, due 10/1/17
|
1,060,800
|
ñ
|
||||||
9,268,832
|
|||||||||
Gas Distribution (6.8%)
|
|||||||||
1,145,000
|
El Paso Corp., Senior Unsecured Global Medium-Term Notes, 7.75%, due 1/15/32
|
1,319,612
|
|||||||
970,000
|
El Paso Corp., Senior Unsecured Notes, 7.00%, due 6/15/17
|
1,086,400
|
|||||||
1,315,000
|
El Paso Energy Corp., Senior Unsecured Global Medium-Term Notes, 7.80%, due 8/1/31
|
1,505,675
|
|||||||
2,760,000
|
Energy Transfer Equity L.P., Senior Secured Notes, 7.50%, due 10/15/20
|
2,980,800
|
|||||||
1,990,000
|
Ferrellgas L.P., Senior Unsecured Notes, 9.13%, due 10/1/17
|
2,109,400
|
See Notes to Schedule of Investments
|
9 |
PRINCIPAL AMOUNT
|
VALUE†
|
||||||||
$
|
1,420,000
|
Inergy L.P., Guaranteed Notes, 7.00%, due 10/1/18
|
$
|
1,427,100
|
|||||
1,650,000
|
Kinder Morgan Finance Co., Guaranteed Notes, 5.70%, due 1/5/16
|
1,687,125
|
|||||||
680,000
|
Kinder Morgan Finance Co., Senior Secured Notes, 6.00%, due 1/15/18
|
697,000
|
ñ
|
||||||
2,505,000
|
MarkWest Energy Partners L.P., Guaranteed Notes, Ser. B, 8.75%, due 4/15/18
|
2,818,125
|
|||||||
1,480,000
|
Regency Energy Partners L.P., Guaranteed Notes, 6.88%, due 12/1/18
|
1,561,400
|
|||||||
17,192,637
|
|||||||||
Health Facilities (3.9%)
|
|||||||||
695,000
|
Columbia Healthcare Corp., Senior Unsecured Notes, 7.50%, due 12/15/23
|
656,775
|
|||||||
800,000
|
Columbia/HCA Corp., Senior Unsecured Notes, 7.69%, due 6/15/25
|
744,000
|
|||||||
545,000
|
Columbia/HCA Corp., Senior Unsecured Notes, 7.05%, due 12/1/27
|
468,700
|
|||||||
2,340,000
|
HCA, Inc., Senior Secured Notes, 6.50%, due 2/15/20
|
2,451,150
|
|||||||
2,305,000
|
Kindred Healthcare, Inc., Guaranteed Notes, 8.25%, due 6/1/19
|
2,039,925
|
ñ
|
||||||
1,680,000
|
OMEGA Healthcare Investors, Inc., Guaranteed Notes, 6.75%, due 10/15/22
|
1,696,800
|
|||||||
1,195,000
|
Tenet Healthcare Corp., Senior Secured Notes, 8.88%, due 7/1/19
|
1,350,350
|
|||||||
470,000
|
Universal Health Services, Inc., Senior Secured Notes, 7.13%, due 6/30/16
|
507,600
|
|||||||
9,915,300
|
|||||||||
Health Services (0.1%)
|
|||||||||
165,000
|
Service Corp. Int'l, Senior Unsecured Notes, 6.75%, due 4/1/15
|
175,725
|
|||||||
165,000
|
Service Corp. Int'l, Senior Unsecured Notes, 7.63%, due 10/1/18
|
181,088
|
|||||||
356,813
|
|||||||||
Hotels (0.9%)
|
|||||||||
1,200,000
|
Host Hotels & Resorts L.P., Guaranteed Notes, 6.88%, due 11/1/14
|
1,216,500
|
|||||||
935,000
|
Host Hotels & Resorts L.P., Guaranteed Notes, Ser. Q, 6.75%, due 6/1/16
|
967,725
|
|||||||
2,184,225
|
|||||||||
Investments & Misc. Financial Services (2.7%)
|
|||||||||
5,170,000
|
Icahn Enterprises L.P., Guaranteed Notes, 7.75%, due 1/15/16
|
5,299,250
|
|||||||
1,540,000
|
Icahn Enterprises L.P., Guaranteed Notes, 8.00%, due 1/15/18
|
1,566,950
|
|||||||
6,866,200
|
|||||||||
Leisure (0.5%)
|
|||||||||
1,080,000
|
Cedar Fair L.P., Guaranteed Notes, 9.13%, due 8/1/18
|
1,171,800
|
|||||||
Lodging (0.5%)
|
|||||||||
1,095,000
|
ITT Corp., Guaranteed Unsecured Notes, 7.38%, due 11/15/15
|
1,207,238
|
|||||||
Machinery (2.6%)
|
|||||||||
4,085,000
|
Case New Holland, Inc., Guaranteed Notes, 7.88%, due 12/1/17
|
4,605,838
|
|||||||
510,000
|
Terex Corp., Senior Subordinated Notes, 8.00%, due 11/15/17
|
501,075
|
|||||||
1,495,000
|
The Manitowoc Co., Inc., Guaranteed Notes, 8.50%, due 11/1/20
|
1,554,800
|
|||||||
6,661,713
|
|||||||||
Media—Broadcast (5.4%)
|
|||||||||
760,000
|
AMC Networks, Inc., Guaranteed Notes, 7.75%, due 7/15/21
|
824,600
|
ñ
|
||||||
1,725,000
|
Clear Channel Communications, Inc., Senior Unsecured Notes, 5.50%, due 9/15/14
|
1,362,750
|
|||||||
4,540,000
|
Clear Channel Communications, Inc., Guaranteed Notes, 10.75%, due 8/1/16
|
3,314,200
|
|||||||
735,000
|
Cumulus Media, Inc., Guaranteed Notes, 7.75%, due 5/1/19
|
676,200
|
ñ
|
||||||
1,330,000
|
Sirius XM Radio, Inc., Guaranteed Notes, 8.75%, due 4/1/15
|
1,472,975
|
ñ
|
||||||
1,440,000
|
Univision Communications, Inc., Guaranteed Notes, 8.50%, due 5/15/21
|
1,296,000
|
ñ
|
||||||
885,000
|
XM Satellite Radio, Inc., Guaranteed Notes, 13.00%, due 8/1/13
|
1,006,688
|
ñ
|
||||||
3,395,000
|
XM Satellite Radio, Inc., Guaranteed Notes, 7.63%, due 11/1/18
|
3,658,112
|
ñ
|
||||||
13,611,525
|
See Notes to Schedule of Investments
|
10 |
PRINCIPAL AMOUNT
|
VALUE†
|
||||||||
Media—Cable (8.4%)
|
|||||||||
$
|
1,395,000
|
CCO Holdings LLC, Guaranteed Notes, 7.25%, due 10/30/17
|
$
|
1,457,775
|
|||||
985,000
|
CCO Holdings LLC, Guaranteed Notes, 7.00%, due 1/15/19
|
1,021,937
|
|||||||
1,665,000
|
CCO Holdings LLC, Guaranteed Notes, 8.13%, due 4/30/20
|
1,802,362
|
|||||||
1,900,000
|
CCO Holdings LLC, Guaranteed Notes, 6.50%, due 4/30/21
|
1,900,000
|
|||||||
2,705,000
|
Cequel Communications Holdings I LLC/Cequel Capital Corp.,
Senior Unsecured Notes, 8.63%, due 11/15/17
|
2,826,725
|
ñ
|
||||||
635,000
|
Charter Communications LLC, Secured Second Lien Notes, 8.00%, due 4/30/12
|
649,288
|
ñ
|
||||||
785,000
|
CSC Holdings LLC, Senior Unsecured Notes, 8.50%, due 4/15/14
|
861,538
|
|||||||
225,000
|
CSC Holdings LLC, Senior Unsecured Notes, 8.50%, due 6/15/15
|
244,125
|
|||||||
1,835,000
|
CSC Holdings LLC, Senior Unsecured Notes, 6.75%, due 11/15/21
|
1,835,000
|
Ø
|
||||||
1,060,000
|
CSC Holdings, Inc., Senior Unsecured Notes, 7.63%, due 7/15/18
|
1,155,400
|
|||||||
1,385,000
|
DISH DBS Corp., Guaranteed Notes, 7.75%, due 5/31/15
|
1,488,875
|
|||||||
955,000
|
DISH DBS Corp., Guaranteed Notes, 6.75%, due 6/1/21
|
986,037
|
|||||||
1,935,000
|
Videotron Ltee, Guaranteed Notes, 9.13%, due 4/15/18
|
2,128,500
|
|||||||
2,600,000
|
Virgin Media Finance PLC, Guaranteed Notes, Ser.1, 9.50%, due 8/15/16
|
2,899,000
|
|||||||
21,256,562
|
|||||||||
Media—Services (2.4%)
|
|||||||||
1,120,000
|
Clear Channel Worldwide Holdings, Inc., Guaranteed Notes, Ser. B, 9.25%, due 12/15/17
|
1,215,200
|
|||||||
135,000
|
WM Finance Corp., Senior Secured Notes, 9.50%, due 6/15/16
|
143,100
|
ñ
|
||||||
4,420,000
|
WMG Acquisition Corp., Senior Secured Notes, 9.50%, due 6/15/16
|
4,685,200
|
|||||||
6,043,500
|
|||||||||
Medical Products (1.3%)
|
|||||||||
1,525,000
|
Fresenius Medical Care US Finance, Inc., Guaranteed Notes, 6.50%, due 9/15/18
|
1,601,250
|
ñ
|
||||||
1,490,000
|
LVB Acquisition, Inc., Guaranteed Notes, 10.38%, due 10/15/17
|
1,609,200
|
¢¢
|
||||||
3,210,450
|
|||||||||
Metals—Mining Excluding Steel (3.0%)
|
|||||||||
1,585,000
|
Arch Coal, Inc., Guaranteed Notes, 8.75%, due 8/1/16
|
1,731,612
|
|||||||
662,000
|
Arch Western Finance LLC, Senior Secured Notes, 6.75%, due 7/1/13
|
668,620
|
|||||||
4,625,000
|
FMG Resources (August 2006) Pty Ltd., Guaranteed Notes, 7.00%, due 11/1/15
|
4,625,000
|
ñ
|
||||||
140,000
|
Peabody Energy Corp., Guaranteed Notes, 7.38%, due 11/1/16
|
153,300
|
|||||||
380,000
|
Peabody Energy Corp., Guaranteed Notes, 6.50%, due 9/15/20
|
404,700
|
|||||||
7,583,232
|
|||||||||
Packaging (6.4%)
|
|||||||||
480,000
|
Ball Corp., Guaranteed Notes, 7.38%, due 9/1/19
|
523,200
|
|||||||
3,430,000
|
Berry Plastics Corp., Secured Notes, 9.50%, due 5/15/18
|
3,464,300
|
|||||||
3,505,000
|
Berry Plastics Corp., Secured Notes, 9.75%, due 1/15/21
|
3,505,000
|
|||||||
1,565,000
|
Crown Americas LLC, Guaranteed Notes, 7.63%, due 5/15/17
|
1,698,025
|
|||||||
1,770,000
|
Owens-Brockway Glass Container, Inc., Guaranteed Notes, 7.38%, due 5/15/16
|
1,920,450
|
|||||||
500,000
|
Reynolds Group Issuer, Inc., Senior Secured Notes, 7.13%, due 4/15/19
|
510,000
|
ñ
|
||||||
3,055,000
|
Reynolds Group Issuer, Inc., Senior Secured Notes, 7.88%, due 8/15/19
|
3,192,475
|
ñ
|
||||||
1,420,000
|
Reynolds Group Issuer, Inc., Senior Secured Notes, 6.88%, due 2/15/21
|
1,434,200
|
ñ
|
||||||
16,247,650
|
|||||||||
Pharmaceuticals (3.7%)
|
|||||||||
1,045,000
|
Endo Pharmaceuticals Holdings, Inc., Guaranteed Notes, 7.00%, due 7/15/19
|
1,128,600
|
ñ
|
||||||
310,000
|
Mylan, Inc., Guaranteed Notes, 7.63%, due 7/15/17
|
342,550
|
ñ
|
||||||
2,225,000
|
Mylan, Inc., Guaranteed Notes, 7.88%, due 7/15/20
|
2,492,000
|
ñ
|
||||||
2,670,000
|
Valeant Pharmaceuticals Int'l, Guaranteed Notes, 6.50%, due 7/15/16
|
2,670,000
|
ñ
|
||||||
2,005,000
|
Valeant Pharmaceuticals Int'l, Guaranteed Notes, 6.75%, due 10/1/17
|
2,005,000
|
ñ
|
||||||
660,000
|
Valeant Pharmaceuticals Int'l, Guaranteed Notes, 6.88%, due 12/1/18
|
657,525
|
ñ
|
||||||
9,295,675
|
See Notes to Schedule of Investments
|
11 |
PRINCIPAL AMOUNT
|
VALUE†
|
||||||||
Printing & Publishing (3.7%)
|
|||||||||
$
|
2,425,000
|
Gannett Co., Inc., Guaranteed Notes, 7.13%, due 9/1/18
|
$
|
2,334,062
|
|||||
2,495,000
|
Gannett Co., Inc., Guaranteed Notes, 9.38%, due 11/15/17
|
2,694,600
|
|||||||
2,765,000
|
R. R. Donnelley & Sons Co., Senior Unsecured Notes, 7.25%, due 5/15/18
|
2,695,875
|
|||||||
800,000
|
R. R. Donnelley & Sons Co., Senior Unsecured Notes, 7.63%, due 6/15/20
|
785,000
|
|||||||
1,110,000
|
TL Acquisitions, Guaranteed Notes, 10.50%, due 1/15/15
|
876,900
|
ñ
|
||||||
9,386,437
|
|||||||||
Software—Services (5.3%)
|
|||||||||
1,575,000
|
Ceridian Corp., Guaranteed Notes, 11.25%, due 11/15/15
|
1,338,750
|
|||||||
1,903,125
|
Ceridian Corp., Guaranteed Notes, 12.25%, due 11/15/15
|
1,617,656
|
¢¢
|
||||||
1,210,000
|
Fidelity National Information Services, Inc., Guaranteed Notes, 7.63%, due 7/15/17
|
1,315,875
|
|||||||
2,165,000
|
Fidelity National Information Services, Inc., Guaranteed Notes, 7.88%, due 7/15/20
|
2,365,262
|
|||||||
2,235,000
|
First Data Corp., Guaranteed Notes, 11.25%, due 3/31/16
|
1,989,150
|
|||||||
340,000
|
First Data Corp., Guaranteed Notes, 12.63%, due 1/15/21
|
321,300
|
ñ
|
||||||
2,175,000
|
Lender Processing Services, Inc., Guaranteed Notes, 8.13%, due 7/1/16
|
2,142,375
|
|||||||
365,000
|
SunGard Data Systems, Inc., Guaranteed Notes, 7.38%, due 11/15/18
|
373,213
|
|||||||
515,000
|
SunGard Data Systems, Inc., Guaranteed Notes, 7.63%, due 11/15/20
|
527,875
|
|||||||
1,395,000
|
Syniverse Holdings, Inc., Guaranteed Notes, 9.13%, due 1/15/19
|
1,450,800
|
|||||||
13,442,256
|
|||||||||
Specialty Retail (1.3%)
|
|||||||||
3,035,000
|
Toys "R" Us Property Co. I LLC, Guaranteed Notes, 10.75%, due 7/15/17
|
3,368,850
|
|||||||
Steel Producers—Products (0.2%)
|
|||||||||
665,000
|
United States Steel Corp., Senior Unsecured Notes, 6.65%, due 6/1/37
|
498,750
|
|||||||
Support—Services (2.7%)
|
|||||||||
710,000
|
ARAMARK Holdings Corp., Senior Unsecured Notes, 8.63%, due 5/1/16
|
736,625
|
ñ¢¢
|
||||||
595,000
|
Iron Mountain, Inc., Guaranteed Notes, 6.63%, due 1/1/16
|
595,000
|
|||||||
1,895,000
|
Iron Mountain, Inc., Guaranteed Notes, 7.75%, due 10/1/19
|
1,966,062
|
|||||||
1,240,000
|
Knowledge Learning Corp., Inc., Guaranteed Notes, 7.75%, due 2/1/15
|
1,190,400
|
ñ
|
||||||
539,000
|
RSC Equipment Rental, Inc., Senior Unsecured Notes, 9.50%, due 12/1/14
|
551,128
|
|||||||
570,000
|
RSC Equipment Rental, Inc., Guaranteed Notes, 8.25%, due 2/1/21
|
578,550
|
|||||||
590,000
|
West Corp., Guaranteed Notes, 8.63%, due 10/1/18
|
610,650
|
|||||||
610,000
|
West Corp., Guaranteed Notes, 7.88%, due 1/15/19
|
619,150
|
|||||||
6,847,565
|
|||||||||
Telecom—Integrated Services (9.6%)
|
|||||||||
2,425,000
|
Citizens Communications Co., Senior Unsecured Notes, 9.00%, due 8/15/31
|
2,376,500
|
|||||||
2,560,000
|
GCI, Inc., Senior Unsecured Notes, 8.63%, due 11/15/19
|
2,745,600
|
|||||||
3,570,000
|
Integra Telecom Holdings, Inc., Senior Secured Notes, 10.75%, due 4/15/16
|
3,150,525
|
ñ
|
||||||
5,088,290
|
Intelsat Bermuda Ltd., Guaranteed Notes, 11.50%, due 2/4/17
|
5,088,290
|
¢¢
|
||||||
670,000
|
Intelsat Jackson Holdings S.A., Guaranteed Notes, 8.50%, due 11/1/19
|
701,825
|
|||||||
1,110,000
|
Level 3 Escrow, Inc., Guaranteed Notes, 8.13%, due 7/1/19
|
1,098,900
|
ñ
|
||||||
500,000
|
Level 3 Financing, Inc., Guaranteed Notes, 9.38%, due 4/1/19
|
522,500
|
|||||||
1,280,000
|
PAETEC Holding Corp., Senior Secured Notes, 8.88%, due 6/30/17
|
1,382,400
|
|||||||
510,000
|
PAETEC Holding Corp., Guaranteed Notes, 9.88%, due 12/1/18
|
561,000
|
|||||||
1,500,000
|
U.S. West Communications Group, Senior Unsecured Notes, 6.88%, due 9/15/33
|
1,490,625
|
|||||||
695,000
|
Windstream Corp., Guaranteed Notes, 7.88%, due 11/1/17
|
750,600
|
|||||||
4,305,000
|
Windstream Corp., Guaranteed Notes, 7.75%, due 10/1/21
|
4,487,962
|
|||||||
24,356,727
|
|||||||||
Telecom—Wireless (4.7%)
|
|||||||||
3,580,000
|
Cricket Communications, Inc., Senior Secured Notes, 7.75%, due 5/15/16
|
3,714,250
|
|||||||
870,000
|
Cricket Communications, Inc., Guaranteed Notes, 7.75%, due 10/15/20
|
743,850
|
|||||||
1,740,000
|
Sprint Capital Corp., Guaranteed Notes, 6.88%, due 11/15/28
|
1,270,200
|
See Notes to Schedule of Investments
|
12 |
PRINCIPAL AMOUNT
|
VALUE†
|
||||||||
$
|
3,950,000
|
Sprint Nextel Corp., Senior Unsecured Notes, 6.00%, due 12/1/16
|
$
|
3,436,500
|
|||||
460,000
|
Sprint Nextel Corp., Senior Unsecured Notes, 8.38%, due 8/15/17
|
423,200
|
|||||||
2,395,000
|
Wind Acquisition Finance S.A., Senior Secured Notes, 7.25%, due 2/15/18
|
2,311,175
|
ñ
|
||||||
11,899,175
|
|||||||||
Telecommunications (1.6%)
|
|||||||||
460,000
|
CenturyLink, Inc., Senior Unsecured Notes, 6.45%, due 6/15/21
|
460,774
|
|||||||
1,475,000
|
Qwest Communications Int'l, Inc., Guaranteed Notes, 7.13%, due 4/1/18
|
1,508,188
|
|||||||
140,000
|
Qwest Corp., Senior Unsecured Notes, 7.50%, due 10/1/14
|
154,000
|
|||||||
1,770,000
|
Qwest Corp., Senior Unsecured Notes, 6.75%, due 12/1/21
|
1,880,625
|
|||||||
4,003,587
|
|||||||||
Total Corporate Debt Securities (Cost $346,118,841) |
348,256,438
|
||||||||
NUMBER OF SHARES
|
|||||||||
Short-Term Investments (1.3%)
|
|||||||||
3,438,668
|
State Street Institutional Liquid Reserves Fund Institutional Class (Cost $3,438,668)
|
3,438,668
|
|||||||
Total Investments (139.7%) (Cost $351,732,028) |
353,803,067
|
##
|
|||||||
Liabilities, less cash, receivables and other assets [(29.0%)] |
(73,458,034
|
)
|
|||||||
Liquidation Value of Perpetual Preferred Shares [(10.7%)] |
(27,175,000
|
)
|
|||||||
Total Net Assets Applicable to Common Shareholders (100.0%) |
$
|
253,170,033
|
See Notes to Schedule of Investments
|
13 |
†
|
In accordance with Accounting Standards Codification ("ASC") 820 "Fair Value Measurements and Disclosures" ("ASC 820"), all investments held by Neuberger Berman High Yield Strategies Fund Inc. (the "Fund") are carried at the value that Neuberger Berman Management LLC ("Management") believes the Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions. Various inputs, including the volume and level of activity for the asset or liability in the market, are considered in valuing the Fund's investments, some of which are discussed below. Significant management judgment
may be necessary to value investments in accordance with ASC 820.
|
|
ASC 820 established a three-tier hierarchy of inputs to create a classification of value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.
|
||
● |
Level 1 – quoted prices in active markets for identical investments
|
|
● |
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, amortized cost, etc.)
|
|
● |
Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)
|
|
The inputs or methodology used for valuing an investment are not necessarily an indication of the risk associated with investing in those securities.
|
||
The value of the Fund's investments in debt securities is determined by Management primarily by obtaining valuations from independent pricing services based on readily available bid 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 an independent pricing service to value certain types of debt securities of the
Fund:
|
||
Corporate Debt Securities. Inputs used to value corporate debt securities generally include relative credit information, observed market movements, sector news, spread to the U.S. Treasury market, and other market information which may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, and reference data, such as market research publications, when available ("Other Market Information").
|
||
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.
|
||
Bank Loans and Swaps. Inputs used by independent pricing services to value bank loan securities and interest rate swap contracts include multiple broker quotes (generally Level 2 inputs).
|
||
Management has developed a process to periodically review information provided by independent pricing services for all types of securities.
|
||
Investments in State Street Institutional Liquid Reserves Fund Institutional Class are valued using the fund's daily calculated net asset value per share (Level 2 inputs).
|
||
If a valuation is not available from an independent pricing service, or if Management has reason to believe that the valuation received does not represent the amount the Fund might reasonably expect to receive on a current sale in an orderly transaction, the Fund seeks to obtain quotations from principal market makers (generally considered Level 3 inputs). If such quotations are not readily available, the security is valued using methods the Fund's Board of Directors (the "Board") has approved on the belief that they reflect fair value. Numerous factors may be considered when determining the fair value of a security based on Level 2 or 3 inputs, including available analyst,
|
||
See Notes to Financial Statements
|
14 |
media or other reports, trading in futures or ADRs and whether the issuer of the security being fair valued has other securities outstanding.
|
|
Fair value prices are necessarily estimates, and there is no assurance that such a price will be at or close to the price at which the security is next quoted or next trades.
|
|
The following is a summary, categorized by Level, of inputs used to value the Fund's investments as of October 31, 2011:
|
Investments:
|
Level 1
|
Level 2
|
Level 3§ | Total |
|
|||||||||||
Bank Loan Obligations^
|
$—
|
$
|
2,107,961
|
$
|
—
|
$
|
2,107,961
|
|||||||||
Corporate Debt Securities
|
||||||||||||||||
Aerospace & Defense
|
—
|
326,800
|
—
|
326,800
|
||||||||||||
Airlines
|
—
|
6,176,160
|
922,070
|
7,098,230
|
||||||||||||
Auto Loans
|
—
|
11,114,439
|
—
|
11,114,439
|
||||||||||||
Automakers
|
—
|
8,220,750
|
—
|
8,220,750
|
||||||||||||
Banking
|
—
|
8,560,512
|
—
|
8,560,512
|
||||||||||||
Beverages
|
—
|
552,344
|
—
|
552,344
|
||||||||||||
Building & Construction
|
—
|
4,431,080
|
—
|
4,431,080
|
||||||||||||
Building Materials
|
—
|
7,000,199
|
—
|
7,000,199
|
||||||||||||
Chemicals
|
—
|
7,012,962
|
—
|
7,012,962
|
||||||||||||
Computer Hardware
|
—
|
1,474,900
|
—
|
1,474,900
|
||||||||||||
Consumer—Commercial Lease Financing
|
—
|
28,257,849
|
—
|
28,257,849
|
||||||||||||
Department Stores
|
—
|
2,649,800
|
—
|
2,649,800
|
||||||||||||
Diversified Capital Goods
|
—
|
453,200
|
—
|
453,200
|
||||||||||||
Electric—Generation
|
—
|
19,324,362
|
—
|
19,324,362
|
||||||||||||
Electric—Integrated
|
—
|
2,360,113
|
—
|
2,360,113
|
||||||||||||
Electronics
|
—
|
3,008,075
|
—
|
3,008,075
|
||||||||||||
Energy—Exploration & Production
|
—
|
29,408,374
|
—
|
29,408,374
|
||||||||||||
Food & Drug Retailers
|
—
|
1,125,750
|
—
|
1,125,750
|
||||||||||||
Gaming
|
—
|
9,268,832
|
—
|
9,268,832
|
||||||||||||
Gas Distribution
|
—
|
17,192,637
|
—
|
17,192,637
|
||||||||||||
Health Facilities
|
—
|
9,915,300
|
—
|
9,915,300
|
||||||||||||
Health Services
|
—
|
356,813
|
—
|
356,813
|
||||||||||||
Hotels
|
—
|
2,184,225
|
—
|
2,184,225
|
||||||||||||
Investments & Misc. Financial Services
|
—
|
6,866,200
|
—
|
6,866,200
|
||||||||||||
Leisure
|
—
|
1,171,800
|
—
|
1,171,800
|
||||||||||||
Lodging
|
—
|
1,207,238
|
—
|
1,207,238
|
||||||||||||
Machinery
|
—
|
6,661,713
|
—
|
6,661,713
|
||||||||||||
Media—Broadcast
|
—
|
13,611,525
|
—
|
13,611,525
|
||||||||||||
Media—Cable
|
—
|
21,256,562
|
—
|
21,256,562
|
||||||||||||
Media—Services
|
—
|
6,043,500
|
—
|
6,043,500
|
See Notes to Financial Statements
|
15 |
Investments:
|
Level 1 | Level 2 | Level 3§ | Total | ||||||||||||
Medical Products
|
$—
|
$
|
3,210,450
|
$
|
—
|
$
|
3,210,450
|
|||||||||
Metals—Mining Excluding Steel
|
—
|
7,583,232
|
—
|
7,583,232
|
||||||||||||
Packaging
|
—
|
16,247,650
|
—
|
16,247,650
|
||||||||||||
Pharmaceuticals
|
—
|
9,295,675
|
—
|
9,295,675
|
||||||||||||
Printing & Publishing
|
—
|
9,386,437
|
—
|
9,386,437
|
||||||||||||
Software-Services
|
—
|
13,442,256
|
—
|
13,442,256
|
||||||||||||
Specialty Retail
|
—
|
3,368,850
|
—
|
3,368,850
|
||||||||||||
Steel Producers—Products
|
—
|
498,750
|
—
|
498,750
|
||||||||||||
Support—Services
|
—
|
6,847,565
|
—
|
6,847,565
|
||||||||||||
Telecom—Integrated Services
|
—
|
24,356,727
|
—
|
24,356,727
|
||||||||||||
Telecom—Wireless
|
—
|
11,899,175
|
—
|
11,899,175
|
||||||||||||
Telecommunications
|
—
|
4,003,587
|
—
|
4,003,587
|
||||||||||||
Total Corporate Debt Securities
|
—
|
347,334,368
|
922,070
|
348,256,438
|
||||||||||||
Short-Term Investments
|
—
|
3,438,668
|
—
|
3,438,668
|
||||||||||||
Total Investments
|
$—
|
$
|
352,880,997
|
$
|
922,070
|
$
|
353,803,067
|
^
|
The Schedule of Investments provides information on the industry categorization for the portfolio.
|
§
|
The following is a reconciliation between the beginning and ending balances of investments in which significant unobservable inputs (Level 3) were used in determining value:
|
Beginning
balance, as
of 11/1/10
|
Accrued
discounts/
(premiums)
|
Realized
gain/loss
and change
in unrealized
appreciation/
(depreciation)
|
Purchases
|
Sales
|
Transfers
in to
Level 3
|
Transfers
out of
Level 3
|
Balance
as of
10/31/11
|
Net change in
unrealized
appreciation/
(depreciation)
from
investments
still held
as of 10/31/11
|
|||||||||||
Investments in
Securities:
|
|||||||||||||||||||
Corporate Debt
Securities
|
|||||||||||||||||||
Airlines
|
$3,064,081
|
$—
|
$(129,330
|
) |
$—
|
$(2,012,681
|
) |
$—
|
$—
|
$922,070
|
$(302,344
|
) | |||||||
Electric—Generation
|
1,585,650
|
—
|
(666,881
|
) |
1,393,737
|
(2,312,506
|
)
|
—
|
—
|
—
|
—
|
||||||||
Total
|
$4,649,731
|
$—
|
$(796,211
|
) |
$1,393,737
|
$(4,325,187
|
) |
$—
|
$—
|
$922,070
|
$(302,344
|
) |
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||
Interest rate swap contracts
|
$—
|
$(3,064,069
|
) |
—
|
(3,064,069
|
) |
See Notes to Financial Statements
|
16 |
##
|
At October 31, 2011, the cost of investments for U.S. federal income tax purposes was $352,014,387. Gross unrealized appreciation of investments was $11,389,221 and gross unrealized depreciation of investments was $9,600,541, resulting in net unrealized appreciation of $1,788,680 based on cost for U.S. federal income tax purposes.
|
ñ
|
Restricted security subject to restrictions on resale under federal securities laws. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended, and have been deemed by the investment manager to be liquid. At October 31, 2011, these securities amounted to $101,132,515 or 39.9% of net assets applicable to common shareholders.
|
µ
|
Floating rate securities are securities whose yields vary with a designated market index or market rate. These securities are shown at their current rates as of October 31, 2011 and their final maturity dates.
|
Ø
|
All or a portion of this security was purchased on a when-issued basis. At October 31, 2011 these securities amounted to $1,835,000 or 0.7% of net assets applicable to common shareholders.
|
ØØ
|
All or a portion of this security is segregated in connection with obligations for interest rate swap contracts and when-issued purchase commitments.
|
¢¢
|
Payment-in-kind security for which part of the income earned may be paid as additional principal.
|
See Notes to Financial Statements
|
17 |
HIGH YIELD
STRATEGIES
FUND INC.
|
|
|||
October 31, 2011 | ||||
Assets
|
||||
Investments in securities, at value* (Note A)—see Schedule of Investments:
|
||||
Unaffiliated issuers
|
$353,803,067
|
|||
Deposits with brokers for open swap contracts
|
3,050,000
|
|||
Interest receivable
|
7,760,422
|
|||
Receivable for securities sold
|
4,659,586
|
|||
Prepaid expenses and other assets
|
483,107
|
|||
Total Assets
|
369,756,182
|
|||
Liabilities
|
||||
Notes payable (Note A)
|
82,600,000
|
|||
Interest rate swaps, at value (Note A)
|
3,064,069
|
|||
Distributions payable—preferred shares
|
78,952
|
|||
Distributions payable—common shares
|
9
|
|||
Payable for securities purchased
|
3,139,697
|
|||
Payable to investment manager—net (Note B)
|
162,253
|
|||
Payable to administrator (Note B)
|
14,750
|
|||
Interest payable
|
129,851
|
|||
Accrued expenses and other payables
|
221,568
|
|||
Total Liabilities
|
89,411,149
|
|||
Perpetual Preferred Shares Series A (1,087 shares issued and outstanding) at liquidation value
|
27,175,000
|
|||
Net Assets applicable to Common Shareholders at value
|
$253,170,033
|
|||
Net Assets applicable to Common Shareholders consist of:
|
||||
Paid-in capital—common shares
|
$294,118,211
|
|||
Undistributed net investment income (loss)
|
359,722
|
|||
Accumulated net realized gains (losses) on investments
|
(40,314,871
|
)
|
||
Net unrealized appreciation (depreciation) in value of investments
|
(993,029
|
)
|
||
Net Assets applicable to Common Shareholders at value
|
$253,170,033
|
|||
Common Shares Outstanding (no par value; unlimited number of shares authorized)
|
19,469,783
|
|||
Net Asset Value Per Common Share Outstanding
|
$13.00
|
|||
* Cost of Investments:
|
$351,732,028
|
See Notes to Financial Statements
|
18 |
HIGH YIELD
STRATEGIES
FUND INC.
|
|
|||
For the Year Ended
October 31, 2011
|
|
|||
Investment Income:
|
||||
Income (Note A):
|
||||
Interest income—unaffiliated issuers
|
$30,371,126
|
|||
Expenses:
|
||||
Investment management fees (Note B)
|
2,237,640
|
|||
Administration fees (Note B)
|
186,470
|
|||
Audit fees
|
53,750
|
|||
Basic maintenance expense (Note A)
|
25,000
|
|||
Custodian fees (Note A)
|
118,742
|
|||
Insurance expense
|
12,915
|
|||
Legal fees
|
224,281
|
|||
Shareholder reports
|
43,141
|
|||
Stock exchange listing fees
|
11,690
|
|||
Stock transfer agent fees
|
23,345
|
|||
Interest expense (Note A)
|
1,609,278
|
|||
Directors' fees and expenses
|
55,726
|
|||
Miscellaneous
|
10,682
|
|||
Total expenses
|
4,612,660
|
|||
Investment management fees waived (Note B)
|
(186,470
|
)
|
||
Expenses reduced by custodian fee expense offset arrangement (Note A)
|
(416
|
)
|
||
Total net expenses
|
4,425,774
|
|||
Net investment income (loss)
|
$25,945,352
|
|||
Realized and Unrealized Gain (Loss) on Investments (Note A)
|
||||
Net realized gain (loss) on:
|
||||
Sales of investment securities of unaffiliated issuers
|
14,594,058
|
|||
Foreign currency
|
3,164
|
|||
Interest rate swap contracts
|
(842,616
|
)
|
||
Change in net unrealized appreciation (depreciation) in value of:
|
||||
Unaffiliated investment securities
|
(27,170,768
|
)
|
||
Interest rate swap contracts
|
(2,749,514
|
)
|
||
Net gain (loss) on investments
|
(16,165,676
|
)
|
||
Distributions to Preferred Shareholders
|
(879,763
|
)
|
||
Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations
|
$8,899,913
|
See Notes to Financial Statements
|
19 |
HIGH YIELD STRATEGIES FUND INC.
|
|||||||
Year Ended
October 31,
2011
|
Period From
January 1,
2010 to
October 31,
2010
|
Year Ended
December 31,
2009
|
|||||
Increase (Decrease) in Net Assets Applicable to
Common Shareholders:
|
|||||||
From Operations (Note A):
|
|||||||
Net investment income (loss)
|
$25,945,352
|
$15,809,710
|
$16,554,280
|
||||
Net realized gain (loss) on investments
|
13,754,606
|
12,263,866
|
(1,145,334
|
) | |||
Change in net unrealized appreciation (depreciation) of
investments
|
(29,920,282
|
)
|
7,054,010
|
58,655,831
|
|||
Distributions to Preferred Shareholders From (Note A):
|
|||||||
Net investment income
|
(879,763
|
) |
(453,730
|
) |
(472,605
|
) | |
Net increase (decrease) in net assets applicable to
common shareholders resulting from operations
|
8,899,913
|
34,673,856
|
73,592,172
|
||||
Distributions to Common Shareholders From (Note A):
|
|||||||
Net investment income
|
(24,861,088
|
) |
(14,607,247
|
) |
(14,441,783
|
) | |
From Capital Share Transactions (Note D):
|
|||||||
Proceeds from reinvestment of dividends and distributions
|
1,312,708
|
367,125
|
—
|
||||
Proceeds from shares issued in connection with the acquisition of
Neuberger Berman Income Opportunity Fund Inc. (Note F)
|
—
|
109,091,570
|
—
|
||||
Payments for shares redeemed in connection with tender
offer (Note E)
|
—
|
—
|
(11,764,397
|
)
|
|||
Total net proceeds from capital share transactions
|
1,312,708
|
109,458,695
|
(11,764,397
|
) | |||
Net Increase (Decrease) in Net Assets Applicable to
Common Shareholders
|
(14,648,467
|
)
|
129,525,304
|
47,385,992
|
|||
Net Assets Applicable to Common Shareholders:
|
|||||||
Beginning of year
|
267,818,500
|
138,293,196
|
90,907,204
|
||||
End of year
|
$253,170,033
|
$267,818,500
|
$138,293,196
|
||||
Undistributed net investment income (loss) at end of year
|
$359,722
|
$157,152
|
$608,118
|
See Notes to Financial Statements
|
20 |
HIGH YIELD
STRATEGIES
FUND INC.
|
|
|||
For the Year Ended
October 31, 2011
|
|
|||
Increase (decrease) in cash:
|
||||
Cash flows from operating activities:
|
||||
Net increase in net assets applicable to Common Shareholders
resulting from operations
|
$8,899,913
|
|||
Adjustments to reconcile net increase in net assets applicable to
Common Shareholders resulting from operations to net
cash provided by operating activities:
|
||||
Changes in assets and liabilities:
|
||||
Purchase of investment securities
|
(600,787,012
|
)
|
||
Proceeds from disposition of investment securities
|
604,862,693
|
|||
Purchase/sale of short-term investment securities, net
|
(1,515,029
|
)
|
||
Decrease in collateral for securities loaned
|
657,350
|
|||
Decrease in net interest payable/receivable on interest rate swap contracts
|
424,651
|
|||
Decrease in interest receivable
|
627,411
|
|||
Decrease in prepaid expenses and other assets
|
183,849
|
|||
Increase in receivable for securities sold
|
(1,264,764
|
)
|
||
Increase in deposits with brokers for open swap contracts
|
(1,544,804
|
)
|
||
Increase in accumulated unpaid dividends on Preferred Shares
|
1,909
|
|||
Decrease in payable for securities purchased
|
(3,301,237
|
)
|
||
Increase in interest payable
|
5,813
|
|||
Net accretion of discount on investments
|
(280,767
|
)
|
||
Decrease in accrued expenses and other payables
|
(50,917
|
)
|
||
Unrealized depreciation on securities
|
27,170,768
|
|||
Unrealized depreciation on interest rate swap contracts
|
2,749,514
|
|||
Net realized gain from investments
|
(14,594,058
|
)
|
||
Net realized gain from foreign currency
|
(3,164
|
)
|
||
Net realized loss from interest rate swap contracts
|
842,616
|
|||
Net cash provided by operating activities
|
$23,084,735
|
|||
Cash flows from financing activities:
|
||||
Cash distributions paid on Common Shares
|
(23,692,617
|
)
|
||
Net cash used in financing activities
|
(23,692,617
|
)
|
||
Net decrease in cash
|
(607,882
|
)
|
||
Cash:
|
||||
Beginning balance
|
607,882
|
|||
Ending balance
|
$0
|
|||
Supplemental disclosure
|
||||
Cash paid for interest
|
1,603,465
|
See Notes to Financial Statements
|
21 |
1
|
General: Except where otherwise indicated, information included herein is as of October 31, 2011. The Fund was organized as a Maryland corporation on March 18, 2010, and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a non-diversified, closed-end management investment company. Management is the investment manager to the Fund. Neuberger Berman Fixed Income LLC ("NBFI") is the sub-adviser to the Fund. The Fund's common shares are listed on the NYSE Amex under the symbol NHS. After the close of business on August 6, 2010, Neuberger Berman High Yield Strategies Fund ("Old NHS")
merged with and into the Fund. After Old NHS merged with and into the Fund, Neuberger Berman Income Opportunity Fund Inc. ("NOX") merged with and into the Fund. (see Note F for more information regarding both transactions). The historical performance and financial statement history prior to August 6, 2010 are those of Old NHS. For periods prior to August 6, 2010, the term the "Fund" will refer to Old NHS.
|
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: Investment securities are valued as indicated in the notes following the Schedule of Investments.
|
3
|
Securities transactions and investment income: Security transactions are recorded on trade date for financial reporting purposes. Dividend income is recorded on the ex-dividend date. Interest income, including amortization of premium, where applicable, and accretion of discount on securities (adjusted for original issue discount, where applicable) is recorded on the accrual basis. Realized gains and losses from security transactions are recorded on the basis of identified cost and stated separately in the Statement of Operations. Included in net realized gain (loss) on investments are proceeds from the settlements
of class action litigation in which the Fund participated as a class member. The amount of such proceeds for the year ended October 31, 2011 was $98,183.
|
4
|
Income tax information: It is the policy of the Fund to qualify as a regulated investment company by complying with the requirements of the U.S. Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its earnings to its shareholders. To the extent the Fund distributes substantially all of its earnings to shareholders, no federal income or excise tax provision is required.
|
The Fund has adopted the provisions of ASC 740 "Income Taxes" ("ASC 740"). ASC 740 sets forth a minimum threshold for financial statement recognition of a tax position taken, or expected to be taken, in a tax return. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as an income tax expense in the Statement of Operations. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three fiscal years 2008—2010. As of October 31, 2011, the Fund did not have any unrecognized tax positions.
|
|
Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions made by the Fund as a whole.
|
|
As determined on October 31, 2011, permanent differences resulting primarily from different book and tax accounting for income recognized on interest rate swaps, foreign currency gains and losses, distributions in excess of current earnings and non-deductible restructuring costs were reclassified at fiscal year-end. These
|
|
reclassifications had no effect on net income, net asset value ("NAV") applicable to common shareholders or NAV per common share of the Fund.
|
|
The tax character of distributions paid during the year ended October 31, 2011, the period ended October 31, 2010 and the year ended December 31, 2009 were as follows:
|
Distributions Paid From:
|
|||||||||||||||||||||||||||||||||
Ordinary Income
|
Long-Term
Capital Gains
|
Tax Return of
Capital
|
Total
|
||||||||||||||||||||||||||||||
2011
|
2010(1)
|
2009
|
2011
|
2010(1)
|
2009
|
2011
|
2010(1)
|
2009
|
2011
|
2010(1)
|
2009
|
||||||||||||||||||||||
$25,740,851
|
$15,060,977
|
$14,914,388
|
$—
|
$—
|
$—
|
$—
|
$—
|
$—
|
$25,740,851
|
$15,060,977
|
$14,914,388
|
(1)
|
During the period January 1, 2010 to October 31, 2010.
|
As of October 31, 2011, the components of distributable earnings (accumulated losses) on a U.S. federal income tax basis were as follows:
|
Undistributed
Ordinary
Income
|
Undistributed
Long-Term
Gain
|
Unrealized
Appreciation
(Depreciation)
|
Loss
Carryforwards
and Deferrals
|
Total
|
|||||
$—
|
$—
|
$(837,414)
|
$(40,031,802)
|
$(40,869,216)
|
The difference between book basis and tax basis distributable earnings is attributable primarily to timing differences of wash sales, delayed settlement compensation on bank loans, distribution payments, income recognized on interest rate swaps, amortization of bond premium and capital loss carryforwards.
|
|
To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carryforwards, it is the policy of the Fund not to distribute such gains. As determined at October 31, 2011, the Fund had unused capital loss carryforwards available for federal income tax purposes to offset net realized capital gains, if any, as follows:
|
Expiring in:
|
|||||||||
2015
|
2016
|
2017
|
|||||||
$19,884,236(1)
|
$14,710,633(1)
|
$5,436,933
|
(1)
|
The capital loss carryforwards shown above include $19,884,236 and $4,971,059 expiring in 2015 and 2016, respectively, which were acquired on August 6, 2010 in the merger with NOX. The use of these losses to offset future gains may be limited.
|
During the year ended October 31, 2011, the Fund utilized capital loss carryforwards of $14,051,623.
|
|
On December 22, 2010, the Regulated Investment Company ("RIC") Modernization Act of 2010 (the "Act") was enacted. The Act modernizes several of the federal income and excise tax provisions related to RICs, and, with certain exceptions, is effective for taxable years beginning after December 22, 2010. Among the changes made are changes to the capital loss carryforward rules allowing for RICs to carry forward capital losses indefinitely and to retain the character of capital loss carryforwards as short-term or long-term. Rules in effect previously limited the carryforward period to eight years and all carryforwards were considered short-term in character. Capital loss carryforwards generated in
taxable years beginning after the effective date of the Act must be fully used before capital loss carryforwards generated in taxable years prior to the effective date of the Act; therefore, under certain circumstances, capital loss carryforwards available as of the report date, if any, may expire unused.
|
|
5
|
Foreign Taxes: Foreign taxes withheld represent amounts withheld by foreign tax authorities net of refunds recoverable.
|
6
|
Distributions to common shareholders: 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 shareholders. The Fund has adopted a
|
policy to pay common shareholders a stable monthly distribution. The Fund's ability to satisfy its policy will depend on a number of factors, including the stability of income received from its investments, the availability of capital gains, distributions paid on preferred shares, interest paid on notes and the level of Fund expenses. In an effort to maintain a stable monthly distribution amount, the Fund may pay distributions consisting of net investment income, 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 realized capital gains. The
composition of the Fund's distributions for the calendar year 2011 will be reported to Fund shareholders on IRS Form 1099DIV. 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 the U.S. Internal Revenue Code. Distributions to common shareholders 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 shareholders are accrued and determined as described in Note A-8.
|
|
On October 31, 2011, the Fund declared a monthly distribution to common shareholders in the amount of $0.10 per share, payable after the close of the reporting period, on November 30, 2011, to shareholders of record on November 15, 2011, with an ex-date of November 10, 2011. Subsequent to October 31, 2011, the Fund declared a monthly distribution to common shareholders in the amount of $0.10 per share, payable on December 30, 2011 to shareholders of record on December 15, 2011, with an ex-date of December 13, 2011.
|
|
7
|
Expense allocation: Certain expenses are applicable to multiple funds. Expenses directly attributable to the Fund are charged to the Fund. Expenses borne by the complex of related investment companies, which includes open-end and closed-end investment companies for which Management serves as investment manager, that are not directly attributable to a particular investment company (e.g., the Fund) are allocated among the Fund and the other investment companies in the complex or series thereof on the basis of relative net assets, except where a more appropriate allocation of expenses to each of the investment
companies in the complex or series thereof can otherwise be made fairly.
|
8
|
Financial leverage: On October 22, 2003, Old NHS issued 3,600 Money Market Cumulative Preferred Shares ("MMP"), each without par value, with proceeds of $90,000,000 in a public offering. On November 13, 2008, Old NHS redeemed all 3,600 MMP at the liquidation price of $25,000 per share plus any accumulated and unpaid dividends.
|
In September 2008, Old NHS entered into a Master Securities Purchase Agreement and a Master Note Purchase Agreement pursuant to which it could issue privately placed notes ("Old NHS PNs") and privately placed perpetual preferred shares ("Old NHS PPS"). In November 2008, Old NHS issued Old NHS PNs with an aggregate principal value of $45,900,000 and issued 492 Old NHS PPS with an aggregate liquidation preference of $12,300,000 and used those proceeds to redeem outstanding MMP.
|
|
On August 6, 2010, each of Old NHS and NOX merged with and into the Fund (see Note F—Reorganization for additional disclosure). In connection with the mergers, the Fund issued 1,087 Perpetual Preferred Shares, Series A ("PPS") with an aggregate liquidation preference of $27,175,000 to preferred shareholders of Old NHS and NOX in exchange for their Old NHS PPS and NOX preferred shares. In connection with the mergers, the Fund also assumed the Old NHS PNs and the notes that NOX had previously issued ("NOX Notes"). On September 30, 2010, the Fund issued privately placed notes ("PNs" and, together with PPS, "Private Securities") with an aggregate principal value of $82,600,000 to holders of Old
NHS PNs and NOX Notes in exchange for their Old NHS PNs and NOX Notes.
|
|
The PNs have a maturity date of November 2013 and the interest on the PNs is accrued daily and paid quarterly. The PPS have a liquidation preference of $25,000 per share plus any accumulated unpaid distributions, whether or not earned or declared by the Fund, but excluding interest thereon ("PPS Liquidation Value"). Distributions on the PPS are accrued daily and paid quarterly. The Old NHS PNs and the Old NHS PPS had these same terms.
|
|
For the year ended October 31, 2011, the distribution rate on the PPS ranged from 3.14% to 3.27% and the interest rate on the PNs ranged from 1.65% to 1.77%.
|
|
The Fund has paid up front offering and organizational expenses which are being amortized over the life of the PNs. The expenses are included in the interest expense that is reflected in the Statement of Operations.
|
|
The Fund may redeem PPS or prepay the PNs, in whole or in part, at its option after giving a minimum amount of notice to the relevant holders of the Private Securities but will incur additional expenses if it chooses to so redeem or prepay. The Fund is also subject to certain restrictions relating to the Private Securities. Failure to comply with these restrictions could preclude the Fund from declaring any distributions to common shareholders or repurchasing common shares and/or could trigger the mandatory redemption of PPS at PPS Liquidation Value and certain expenses and/or mandatory prepayment of PNs at par plus accrued but unpaid interest and certain expenses. The holders of PPS are entitled
to one vote per share and will vote with holders of common shares as a single class, except that the holders of PPS will vote separately as a class on certain matters, as required by law or the Fund's organizational documents. The holders of PPS, 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 PPS 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 inherent volatility and 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 common shares may fluctuate more than would be the case if the Fund did not concentrate in high yield securities.
|
|
10
|
Derivative instruments: During the year ended October 31, 2011, the Fund's use of derivatives, as described below, was limited to interest rate swap contracts. The Fund has adopted the provisions of ASC 815 "Derivatives and Hedging" ("ASC 815"). The disclosure requirements of ASC 815 distinguish between derivatives that qualify for hedge accounting and those that do not. Because investment companies value their derivatives at fair value and recognize changes in fair value through the Statement of Operations, they do not qualify for hedge accounting. Accordingly, even though the Fund's investments in derivatives
may represent economic hedges, they are considered non-hedge transactions for purposes of this disclosure.
|
Interest Rate Swaps: The Fund entered into interest rate swap transactions, with institutions that Management has determined are creditworthy, 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 swap contracts, the Fund agrees to pay the swap counterparty a fixed-rate payment in exchange for the counterparty's paying the Fund a variable-rate payment that is intended to approximate all or a portion of the Fund's variable-rate payment obligations on the Fund's Private Securities. The fixed-rate and
variable-rate payment flows are netted against each other, with the difference being paid by one party to the other on a monthly basis. The Fund segregates cash or liquid securities having a value at least equal to the Fund's net payment obligations under any swap transaction, marked to market daily. There is no guarantee that these 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 streams on the swaps. The
|
|
unrealized gains/losses associated with the periodic interim net interest payments 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 shareholders or its total net increase (decrease) in net assets applicable to common shareholders resulting from operations. At October 31, 2011, the Fund had outstanding interest rate swap contracts as follows:
|
|
Rate Type
|
|||||||||||||||||||||||
Swap
Counterparty
|
Notional
Amount(1)
|
Termination
Date
|
Fixed-rate
Payments
Made by
the Fund
|
Variable-rate
Payments
Received by
the Fund
|
Accrued Net
Interest
Receivable
(Payable)
|
Unrealized
Appreciation
(Depreciation)
|
Total Fair
Value
|
||||||||||||||||
Citibank, N.A.
|
$25,000,000
|
March 18, 2015
|
1.680
|
%
|
.350
|
%(2)
|
$(47,933
|
)
|
$(720,603
|
)
|
$(768,536
|
)
|
|||||||||||
Citibank, N.A.
|
25,000,000
|
August 9, 2015
|
1.120
|
%
|
.271
|
%(3)
|
(351,499
|
)
|
(178,182
|
)
|
(529,681
|
)
|
|||||||||||
Citibank, N.A.
|
50,000,000
|
December 7, 2015
|
1.884
|
%
|
.330
|
%(4)
|
(38,542
|
)
|
(1,727,310
|
)
|
(1,765,852
|
)
|
|||||||||||
$(437,974
|
)
|
$(2,626,095
|
)
|
$(3,064,069
|
)
|
(1)
|
The notional amount at period end is indicative of the volume throughout the period.
|
(2)
|
90 day LIBOR (London Interbank Offered Rate) at September 15, 2011.
|
(3)
|
90 day LIBOR (London Interbank Offered Rate) at August 5, 2011.
|
(4)
|
90 day LIBOR (London Interbank Offered Rate) at September 2, 2011.
|
At October 31, 2011, the Fund had the following derivatives (which did not qualify for hedge accounting under ASC 815), grouped by primary risk exposure:
|
Liability Derivatives
|
|||||
Interest Rate Risk
|
Statement of Assets and Liabilities Location
|
||||
Interest Rate Swap Contract
|
$(3,064,069)
|
Interest rate swaps,
|
|||
Total Value
|
$(3,064,069)
|
at value(1)
|
(1)
|
"Interest Rate Swap Contract" reflects the appreciation (depreciation) of the interest rate swap contract plus accrued interest as of October 31, 2011 which is reflected in the Statement of Assets and Liabilities under the caption "Interest rate swaps, at value."
|
The impact of the use of these derivative instruments on the Statement of Operations during the year ended October 31, 2011, was as follows:
|
Realized Gain (Loss)
|
|||||
Interest Rate Risk
|
Statement of Operations Location
|
||||
Interest Rate Swap Contract
|
$(842,616)
|
Net realized gain (loss)
|
|||
Total Realized Gain (Loss)
|
$(842,616)
|
on interest rate swap contracts
|
|||
Change in Appreciation (Depreciation)
|
|||||
Interest Rate Risk
|
Statement of Operations Location
|
||||
Interest Rate Swap Contract
|
$(2,749,514)
|
Change in net unrealized appreciation
|
|||
Total Change in Appreciation (Depreciation)
|
$(2,749,514)
|
(depreciation) in value of interest rate swap contracts
|
11
|
Indemnifications: Like many other companies, the Fund's organizational documents provide that its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, both in some of its principal service contracts and in the normal course of its business, the Fund enters into contracts that provide indemnifications to other parties for certain types of losses or liabilities. The Fund's maximum exposure under these arrangements is unknown as this could involve future claims against the Fund.
|
12
|
Arrangements with certain non-affiliated service providers: The Fund has an expense offset arrangement in connection with its custodian contract. For the year ended October 31, 2011, the impact of this arrangement was a reduction of expenses of $416.
|
In order to satisfy rating agency requirements and the terms of the Private Securities, the Fund is required to provide the rating agency and holders of Private Securities a report on a monthly basis verifying that the Fund is maintaining eligible assets having a discounted value equal to or greater than the basic maintenance amount, which is the minimum level set by the rating agency as one of the conditions to maintain the AAA rating on the Private Securities. "Discounted value" refers to the fact that the rating agency requires the Fund, in performing this calculation, to discount portfolio securities below their face value, at rates determined by the rating agency. The Fund pays State Street
Bank and Trust Company ("State Street") for the preparation of this report, which is reflected in the Statement of Operations under the caption "Basic maintenance expense."
|
|
State Street serves as the Fund's custodian and The Bank of New York Mellon serves as the Fund's transfer agent, registrar, and dividend paying agent.
|
|
Note B—Management Fees, Administration Fees, Distribution Arrangements, and Other Transactions with Affiliates:
|
|
The Fund retains Management as its investment manager under a Management Agreement. For such investment management services, the Fund pays Management a monthly 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. Management is responsible for developing, implementing and supervising the Fund's investment program and providing certain administrative services to the Fund. Management has retained NBFI to serve as the sub-adviser of the Fund and to manage the Fund's investment portfolio. Management compensates NBFI for its
services as sub-adviser. Management pays NBFI a monthly sub-advisory fee calculated at an annual percentage rate of 0.15% of the Fund's average daily Managed Assets.
|
|
In connection with Old NHS's May 2009 tender offer and the tender offer program, effective June 9, 2009, Management agreed to voluntarily waive a portion of the management fee it was entitled to receive from Old NHS at an annual rate of 0.05% of Old NHS's average daily Managed Assets. This waiver terminated at the time Old NHS merged with and into the Fund. In connection with the mergers, Management has agreed to voluntarily waive a portion of the management fees it is entitled to receive from the Fund at an annual rate of 0.05% of the Fund's average daily Managed Assets. This voluntary waiver is expected to remain in effect until July 1, 2012, but may be changed or terminated by Management at any
time. For the year ended October 31, 2011, such waived fees amounted to $186,470.
|
|
Several individuals who are officers and/or Directors of the Fund are also employees of NBFI, Neuberger Berman LLC ("Neuberger") and/or Management.
|
|
The Fund retains Management as its administrator under an Administration Agreement. The Fund pays Management an administration fee at the annual rate of 0.05% of its average daily Managed Assets under this agreement. Additionally, Management retains State Street as its sub-administrator under a Sub-Administration Agreement. Management pays State Street a fee for all services received under the agreement.
|
|
Management and NBFI are indirect subsidiaries of Neuberger Berman Group LLC ("NBG," and together with its consolidated subsidiaries "NB Group"). The voting equity of NBG is owned by NBSH Acquisition, LLC ("NBSH"), which was formed to facilitate the May 4, 2009 management buyout of the businesses conducted by NB Group, and Lehman Brothers Holdings Inc. ("LBHI"). NBSH, which is owned by portfolio managers, members of the NB Group management team and certain of NB Group's key employees and senior professionals, owns approximately 52% of the voting equity of NBG, and LBHI and certain of its subsidiaries own the remaining 48% of NBG's voting equity.
|
|
Note C—Securities Transactions:
|
|
During the year ended October 31, 2011, there were purchases and sales of long-term securities (excluding interest rate swap contracts) of $368,694,255 and $364,511,252, respectively.
|
|
Note D—Capital:
|
|
At October 31, 2011 the common shares outstanding and the common shares of the Fund owned by Neuberger Berman Alternative Fund Management LLC ("NBAFM") and Neuberger, affiliates of Management, were as follows:
|
Common Shares
Outstanding
|
Common Shares
Owned by NBAFM
|
Common Shares
Owned by Neuberger
|
|||||||||
19,469,783
|
16,851
|
5,116
|
Transactions in common shares for the year ended October 31, 2011, for the period ended October 31, 2010 and for the year ended December 31, 2009 were as follows:
|
For the Year Ended
October 31,
2011
|
For the Period
Ended October 31,
2010(1)
|
For the Year Ended
December 31,
2009
|
|||||||||||
Shares Issued on Reinvestment of Dividends
and Distributions
|
96,587
|
28,058
|
—
|
||||||||||
Shares Issued in Connection with the Acquisition of
NOX (See Note F)
|
—
|
8,316,011
|
—
|
||||||||||
Redemption of Common Shares (See Note E)
|
—
|
—
|
(1,225,458
|
)
|
|||||||||
Net Increase (Decrease) in Common Shares Outstanding
|
96,587
|
8,344,069
|
(1,225,458
|
)
|
(1)
|
For the period January 1, 2010 to October 31, 2010.
|
Note E—Tender Offer Program:
|
|
Old NHS, a predecessor to the Fund, conducted a tender offer in May 2009 for up to 10% of its outstanding common shares at a price equal to 98% of its NAV determined on the day the tender offer expired. Under the terms of the tender offer, on June 5, 2009, the Fund accepted 1,225,458 common shares, representing approximately 10% of its then outstanding common shares. Final payment was made at $9.60 per share, representing 98% of the NAV per share on May 29, 2009.
|
|
In 2009, Old NHS's Board authorized a semi-annual tender offer program consisting of up to four tender offers over a two-year period ("Old NHS Tender Offer Program"). Under the Old NHS Tender Offer Program, if the Fund's common shares traded at an average daily discount to NAV per share of greater than 10% during a 12-week measurement period, the Fund would conduct a tender offer for between 5% and 20% of its outstanding common shares at a price equal to 98% of its NAV per share determined on the day the tender offer expires.
|
|
Old NHS's initial measurement period under the Old NHS Tender Offer Program commenced June 5, 2009 and ended August 28, 2009 (the "Measurement Period"). During the Measurement Period, the Fund traded at an average daily discount to NAV of less than 10% and, therefore, in accordance with its Old NHS Tender Offer Program, did not conduct a tender offer.
|
|
After the reorganization (see Note F for additional disclosure), the Fund adopted a substantially similar tender offer program consisting of up to three tender offers over a two-year period ("Tender Offer Program"). During the Fund's initial measurement period under the Tender Offer Program, August 18, 2010 to November 10, 2010, the
|
Fund traded at an average daily discount to NAV of less than 10% and, therefore, in accordance with its Tender Offer Program, did not conduct a tender offer.
|
|
During the second measurement period under the Tender Offer Program, July 11, 2011 to October 4, 2011, the Fund traded at an average daily premium to NAV and, therefore, in accordance with its Tender Offer Program, did not conduct a tender offer.
|
|
In connection with the Old NHS Tender Offer Program, Management agreed to implement a voluntary waiver of 0.05% of its investment advisory fees to offset some of the expenses associated with, or possible increases in Old NHS's expense ratio resulting from, the tender offers (see Note B for additional disclosure). This waiver terminated at the time Old NHS merged with and into the Fund. In connection with the reorganization, Management agreed to voluntarily waive a portion of its management fee at an annual rate of 0.05% of the Fund's average daily Managed Assets (see Note B for additional disclosure). The Board retains the ability, consistent with its fiduciary duty, to opt out of the Tender Offer
Program should circumstances arise that the Board believes could cause a material negative effect on the Fund or the Fund's shareholders.
|
|
Note F—Reorganization:
|
|
In February 2010, the Boards of Old NHS and NOX approved a proposal to reorganize Old NHS and NOX into the Fund pursuant to an Agreement and Plan of Reorganization ("Agreement"). At the July 2010 annual meetings of shareholders, shareholders of each of Old NHS and NOX approved the Agreement. In accordance with the Agreement, first Old NHS, and then NOX, transferred its assets to the Fund in exchange for Fund common shares and Fund preferred shares and the Fund assumed each of Old NHS's and NOX's liabilities. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from NOX was carried forward to
align ongoing reporting of the Fund's realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.
|
|
After the close of business on August 6, 2010, Old NHS merged with and into the Fund pursuant to the Agreement. The merger was accomplished by a tax-free exchange of the net assets of Old NHS, which aggregated $157,022,940 (including investments with a cost of $148,637,738 and $11,723,763 of unrealized appreciation), for 11,033,556 Fund common shares (with a net asset value of $13.1166) and 492 Fund preferred shares (with a total liquidation preference of $12,300,000) and the assumption by the Fund of Old NHS's liabilities. Old NHS common shareholders and preferred shareholders received the same number of common shares and preferred shares of the Fund as they previously held of Old NHS.
|
|
After Old NHS merged with and into the Fund, NOX merged with and into the Fund, pursuant to the Agreement. The merger was accomplished by a tax-free exchange of the net assets of NOX, which aggregated $123,966,569 (including $8,135,275 of unrealized appreciation), for 8,316,011 Fund common shares and 595 Fund preferred shares (with a total liquidation preference of $14,875,000) and the assumption by the Fund of NOX's liabilities.
|
|
The merger of NOX and the Fund was based on the relative net asset values of NOX and the Fund (after its merger with Old NHS). On August 6, 2010, the net asset value per common share for NOX was $7.5731. The net asset value per common share for the Fund after its merger with Old NHS was $13.1173. As a result, former NOX common shareholders received 0.577 Fund common shares for each NOX common share previously held. NOX common shareholders subsequently received cash in lieu of fractional shares not held in NOX's Distribution Reinvestment Plan. In addition, NOX preferred shareholders each received the same number of preferred shares of the Fund as they previously held of NOX.
|
|
The combined net assets of the Fund immediately after both transactions were $280,989,509.
|
|
Assuming the reorganization had been completed on January 1, 2010, the beginning of the annual reporting period of the Fund, the Fund's pro forma results of operations for the period ended October 31, 2010, are as follows:
|
Net investment income (loss)
|
$22,776,387
|
|||
Net realized gain (loss) on investments
|
18,972,320
|
|||
Net unrealized gain (loss) on investments
|
9,123,480
|
|||
Distributions to Preferred Shareholders
|
(743,952
|
)
|
||
Net increase (decrease) in net assets applicable to
Common Shareholders resulting from operations
|
$50,128,235
|
Because the combined investment portfolios have been managed as a single integrated portfolio since the reorganization was completed, it is not practicable to separate the amounts of revenue and earnings of NOX that have been included in the Fund's Statement of Operations as of October 31, 2010.
|
|
Note G—Recent Accounting Pronouncement:
|
|
In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2011-04 "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRS")." ASU No. 2011-04 amends ASC 820 to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRS. It will not affect the fair valuation of the Fund's investments, but rather the quantitative and qualitative disclosures in the financial statements. ASU No. 2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods
within those fiscal years. Management is currently evaluating the impact of the adoption of ASU No. 2011-04 on the Fund's financial statement disclosures.
|
Year Ended
October 31,
|
Period from
January 1,
2010 to
October 31,
|
Year Ended December 31,
|
|||||||||||||||||||||||
2011
|
2010^^^
|
2009
|
2008
|
2007^^
|
2006
|
||||||||||||||||||||
Common Share Net Asset Value, Beginning of Period
|
$
|
13.82
|
$
|
12.54
|
$
|
7.42
|
$
|
13.23
|
$
|
15.05
|
$
|
14.51
|
|||||||||||||
Net Investment Income¢
|
1.34
|
1.19
|
1.43
|
1.52
|
1.67
|
1.65
|
|||||||||||||||||||
Net Gain or Losses on Securities (both realized and unrealized)
|
(0.83
|
)
|
1.20
|
4.97
|
(5.74
|
)
|
(1.34
|
)
|
0.61
|
||||||||||||||||
Common Share Equivalent of Distributions to
Preferred Shareholders from:
|
|||||||||||||||||||||||||
Net Investment Income¢
|
(0.05
|
)
|
(0.03
|
)
|
(0.04
|
)
|
(0.27
|
)
|
(0.40
|
)
|
(0.37
|
)
|
|||||||||||||
Net Realized Gains¢
|
—
|
—
|
—
|
—
|
(0.01
|
)
|
—
|
||||||||||||||||||
Total Distributions to Preferred Shareholders
|
(0.05
|
)
|
(0.03
|
)
|
(0.04
|
)
|
(0.27
|
)
|
(0.41
|
)
|
(0.37
|
)
|
|||||||||||||
Total From Investment Operations Applicable to
Common Shareholders
|
0.46
|
2.36
|
6.36
|
(4.49
|
)
|
(0.08
|
)
|
1.89
|
|||||||||||||||||
Less Distributions to Common Shareholders From:
|
|||||||||||||||||||||||||
Net Investment Income
|
(1.28
|
)
|
(1.08
|
)
|
(1.26
|
)
|
(1.22
|
)
|
(1.69
|
)
|
(1.35
|
)
|
|||||||||||||
Net Realized Gains
|
—
|
—
|
—
|
—
|
(0.05
|
)
|
—
|
||||||||||||||||||
Tax Return of Capital
|
—
|
—
|
—
|
(0.10
|
)
|
—
|
—
|
||||||||||||||||||
Total Distributions to Common Shareholders
|
(1.28
|
)
|
(1.08
|
)
|
(1.26
|
)
|
(1.32
|
)
|
(1.74
|
)
|
(1.35
|
)
|
|||||||||||||
Accretive Effect of Tender Offer
|
—
|
—
|
0.02
|
—
|
—
|
—
|
|||||||||||||||||||
Common Share Net Asset Value, End of Period
|
$
|
13.00
|
$
|
13.82
|
$
|
12.54
|
$
|
7.42
|
$
|
13.23
|
$
|
15.05
|
|||||||||||||
Common Share Market Value, End of Period
|
$
|
13.55
|
$
|
14.04
|
$
|
11.95
|
$
|
6.38
|
$
|
11.82
|
$
|
15.18
|
|||||||||||||
Total Return, Common Share Net Asset Value†
|
3.34
|
%
|
19.78
|
%**
|
92.44
|
%
|
(35.32
|
)%
|
(0.13
|
)%
|
13.91
|
%
|
|||||||||||||
Total Return, Common Share Market Value†
|
6.03
|
%
|
27.69
|
%**
|
113.27
|
%
|
(37.75
|
)%
|
(11.54
|
)%
|
6.79
|
%
|
|||||||||||||
Ratios/Supplemental Data††
|
|||||||||||||||||||||||||
Ratios are Calculated Using Average Net Assets
Applicable to Common Shareholders
|
|||||||||||||||||||||||||
Ratio of Gross Expenses#
|
1.68
|
%Ø
|
1.95
|
%*Ø
|
2.60
|
%Ø
|
1.80
|
%Ø
|
1.44
|
%
|
1.49
|
%
|
|||||||||||||
Ratio of Net Expenses
|
1.68
|
%§Ø
|
1.95
|
%*§Ø‡‡
|
2.60
|
%§Ø
|
1.80
|
%§Ø
|
1.44
|
%§
|
1.49
|
%
|
|||||||||||||
Ratio of Net Investment Income
|
9.86
|
%
|
11.02
|
%*
|
14.30
|
%
|
13.43
|
%
|
11.33
|
%
|
11.29
|
%
|
|||||||||||||
Portfolio Turnover Rate
|
100
|
%
|
130
|
%**ØØ
|
159
|
%
|
122
|
%
|
129
|
%
|
111
|
%
|
|||||||||||||
Net Assets Applicable to Common Shares,
End of Period (000's)
|
$
|
253,170
|
$
|
267,819
|
$
|
138,293
|
$
|
90,907
|
$
|
162,091
|
$
|
184,389
|
|||||||||||||
Perpetual Preferred Shares¢¢
|
|||||||||||||||||||||||||
Preferred Shares Outstanding, End of Period (000's)
|
$
|
27,175
|
$
|
27,175
|
$
|
12,300
|
$
|
12,300
|
$
|
90,000
|
$
|
90,000
|
|||||||||||||
Asset Coverage Per Share@
|
$
|
257,980
|
$
|
271,454
|
$
|
306,086
|
$
|
209,943
|
$
|
70,107
|
$
|
76,284
|
|||||||||||||
Liquidation Value Per Share
|
$
|
25,000
|
$
|
25,000
|
$
|
25,000
|
$
|
25,000
|
$
|
25,000
|
$
|
25,000
|
|||||||||||||
Notes Payable
|
|||||||||||||||||||||||||
Notes Payable Outstanding, End of Period (000's)
|
$
|
82,600
|
$
|
82,600
|
$
|
45,900
|
$
|
45,900
|
$
|
—
|
$
|
—
|
|||||||||||||
Asset Coverage Per $1,000 of Notes Payable@@
|
$
|
4,395
|
$
|
4,572
|
$
|
4,281
|
$
|
3,250
|
$
|
—
|
$
|
—
|
See Notes to Financial Highlights
|
31 |
†
|
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 common shares at the market price on the first day and sales of common shares at the market price on the last day of the period indicated. Distributions, if any, are assumed to be reinvested at prices obtained under the Fund's distribution reinvestment plan. Results represent past performance and do not indicate future results. Current returns may be lower or higher than the performance data quoted. Investment returns may fluctuate and shares when sold may be worth more or less than original cost.
Total return would have been lower if Management had not waived certain expenses.
|
#
|
The Fund is required to calculate an expense ratio without taking into consideration any expense reductions related to expense offset arrangements.
|
§
|
After waiver of a portion of the investment management fee by Management. Had Management not undertaken such action, the annualized net expenses to average daily net assets would have been:
|
Year Ended
October 31,
|
Period from
January 1, 2010
to October 31,
|
Year Ended December 31,
|
|||||||||||
2011
|
2010
|
2009
|
2008
|
2007
|
|||||||||
1.75%
|
2.02%
|
2.65%
|
1.65%
|
1.44%
|
@
|
Calculated by subtracting the Fund's total liabilities (excluding accumulated unpaid distributions on PPS (Old NHS's PPS prior to August 6, 2010 and MMP prior to November 13, 2008)) from the Fund's total assets and dividing by the number of PPS/MMP outstanding.
|
@@
|
Calculated by subtracting the Fund's total liabilities (excluding accumulated unpaid distributions on PPS (Old NHS's PPS prior to August 6, 2010 and MMP prior to November 13, 2008) and Notes payable (the Old NHS Notes payable prior to September 29, 2010)) from the Fund's total assets and dividing by the outstanding Notes payable balance.
|
††
|
Expense ratios do not include the effect of distribution payments to preferred shareholders. Income ratios include income earned on assets attributable to PPS (MMP prior to November 13, 2008) outstanding. Income ratios also include the effect of interest expense from the PNs.
|
¢
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
^^
|
Effective February 28, 2007, Management became the investment adviser.
|
¢¢
|
From October 22, 2003 to November 13, 2008, the Fund had 3,600 MMP outstanding; from November 14, 2008 to August 6, 2010, the Fund had 492 Old NHS PPS outstanding. Since August 6, 2010, the Fund has 1,087 PPS outstanding (see Note A-8 to Financial Statements).
|
Ø
|
Interest expense is included in expense ratios. The annualized ratio of interest expense to average net assets applicable to common shareholders was:
|
Year Ended
October 31,
|
Period from
January 1, 2010
to October 31,
|
Year Ended December 31,
|
|||||||||
2011
|
2010
|
2009
|
2008
|
||||||||
.61%
|
.63%
|
1.05%
|
.16%
|
*
|
Annualized.
|
**
|
Not Annualized.
|
^^^
|
The Fund's fiscal year end changed from December 31 to October 31.
|
ØØ
|
Portfolio turnover excludes purchases and sales by NOX (which merged with and into the Fund on August 6, 2010) prior to the merger date.
|
‡‡
|
Includes merger related expenses. If such expenses were not included, the annualized ratio of net expenses to average net assets applicable to common shareholders for the period ended October 31, 2010 would have been 1.81%.
|
Investment Adviser and Administrator
Neuberger Berman Management LLC
605 Third Avenue, 2nd Floor
New York, NY 10158-0180
877.461.1899 or 212.476.9000
Sub-Adviser
Neuberger Berman Fixed Income LLC
200 South Wacker Drive
Suite 2100
Chicago, IL 60601
Custodian
State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, MA 02111
|
Stock Transfer Agent
The Bank of New York Mellon
480 Washington Boulevard
Jersey City, NJ 07317
Legal Counsel
K&L Gates LLP
1601 K Street, NW
Washington, DC 20006
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116
|
Name, (Year of Birth),
and Address(1)
|
Position(2)
and Length
of Time
Served
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Fund Director
|
Other Directorships Held
Outside Fund Complex by
Fund Director(3)
|
|||||
CLASS I
|
|||||||||
Independent Directors
|
|||||||||
Faith Colish
(1935) |
Director since 2006
|
Counsel, Carter Ledyard & Milburn LLP (law firm) since October 2002; formerly, Attorney-at-Law and President, Faith Colish, A Professional Corporation, 1980 to 2002.
|
45
|
Formerly, Director, 1997 to 2003, and Advisory Director, 2003 to 2006; ABA Retirement Funds (formerly, American Bar Retirement Association) (not-for-profit membership corporation).
|
|||||
Michael M. Knetter
(1960) |
Director since 2007
|
President and Chief Executive Officer, University of Wisconsin Foundation, since October 2010; formerly, Dean, School of Business, University of Wisconsin — Madison; formerly, Professor of International Economics and Associate Dean, Amos Tuck School of Business — Dartmouth College, 1998 to 2002.
|
45
|
Director, American Family Insurance (a mutual company, not publicly traded), since March 2009; formerly, Trustee, Northwestern Mutual Series Fund, Inc., 2007 to 2010; formerly, Director, Wausau Paper, 2005 to 2011; formerly, Director, Great Wolf Resorts, 2004 to 2009.
|
|||||
Name, (Year of Birth),
and Address(1)
|
Position(2)
and Length
of Time
Served
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Fund Director
|
Other Directorships Held
Outside Fund Complex by
Fund Director(3)
|
|||||
Cornelius T. Ryan (1931)
|
Director since 2006
|
General Partner and Adviser, TD2, TD3, and TOF1 Healthcare Venture Capital Partnerships; formerly, Founding General Partner, Oxford Partners and Oxford Bioscience Partners (venture capital investing) and President, Oxford Venture Corporation, 1981 to 2010.
|
45
|
Trustee, Norwalk Hospital Foundation, since 2000; Director, Supply Pro (privately held company), since 2008; formerly, Trustee, Norwalk Hospital, 1995 to 2004; formerly, President and Director, Randolph Computer Corp., 1966 to 1984; formerly, Director of numerous privately held portfolio companies of Oxford Partners and Oxford Bioscience Partners, 1981 to 2005.
|
|||||
Peter P. Trapp (1944)
|
Director since 2006
|
Retired; formerly, Regional Manager for Mid-Southern Region, Ford Motor Credit Company, September 1997 to 2007; formerly, President, Ford Life Insurance Company, April 1995 to August 1997.
|
45
|
None.
|
|||||
Director who is an "Interested Person"
|
|||||||||
Robert Conti* (1956)
|
Chief Executive Officer, President and Director since 2008; prior thereto, Executive Vice President in 2008 and Vice President 2006 to 2008
|
Managing Director, Neuberger, since 2007; formerly, Senior Vice President, Neuberger, 2003 to 2006; formerly, Vice President, Neuberger, 1999 to 2003; President and Chief Executive Officer, Management, since 2008; formerly, Senior Vice President, Management, 2000 to 2008.
|
45
|
Chairman of the Board, Staten Island Mental Health Society since 2008.
|
|||||
Name, (Year of Birth),
and Address(1)
|
Position(2)
and Length
of Time
Served
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Fund Director
|
Other Directorships Held
Outside Fund Complex by
Fund Director(3)
|
|||||
CLASS II
|
|||||||||
Independent Directors
|
|||||||||
John Cannon (1930)
|
Director since 2006
|
Consultant; formerly, Chairman, CDC Investment Advisers (registered investment adviser), 1993 to January 1999; formerly, President and Chief Executive Officer, AMA Investment Advisors, an affiliate of the American Medical Association.
|
45
|
Formerly, Independent Trustee or Director of three series of Oppenheimer Funds: Oppenheimer Limited Term New York Municipal Fund, Rochester Fund Municipals, and Oppenheimer Convertible Securities Fund, 1992 to 2009.
|
|||||
C. Anne Harvey (1937)
|
Director since 2006
|
President, C.A. Harvey Associates, since October 2001; formerly, Director, AARP, 1978 to December 2001.
|
45
|
Formerly, President, Board of Associates to The National Rehabilitation Hospital's Board of Directors, 2001 to 2002; formerly, Member, Individual Investors Advisory Committee to the New York Stock Exchange Board of Directors, 1998 to 2002.
|
|||||
George W. Morriss (1947)
|
Director since 2007
|
Retired; formerly, Executive Vice President and Chief Financial Officer, People's Bank, Connecticut (a financial services company), 1991 to 2001.
|
45
|
Manager, Larch Lane Multi-Strategy Fund complex (which currently consists of three funds), since 2006; formerly, Member, NASDAQ Issuers' Affairs Committee, 1995 to 2003.
|
|||||
Name, (Year of Birth),
and Address(1)
|
Position(2)
and Length
of Time
Served
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Fund Director
|
Other Directorships Held
Outside Fund Complex by
Fund Director(3)
|
|||||
Tom D. Seip (1950)
|
Director since 2006; Chairman of the Board since 2008; Lead Independent Director from 2006 to 2008
|
General Partner, Ridgefield Farm LLC (a private investment vehicle); formerly, President and CEO, Westaff, Inc. (temporary staffing), May 2001 to January 2002; formerly, Senior Executive, The Charles Schwab Corporation, 1983 to 1998, including Chief Executive Officer, Charles Schwab Investment Management, Inc.; Trustee, Schwab Family of Funds and Schwab Investments, 1997 to 1998; and Executive Vice President-Retail Brokerage, Charles Schwab & Co., Inc., 1994 to 1997.
|
45
|
Director, H&R Block, Inc. (financial services company), since May 2001; formerly, Chairman, Compensation Committee, H&R Block, Inc., 2006 to 2010; formerly, Director, Forward Management, Inc. (asset management company), 1999 to 2006.
|
|||||
Director who is an "Interested Person"
|
|||||||||
Jack L. Rivkin* (1940)
|
Director since 2006; President, 2006 to 2008
|
Formerly, Executive Vice President and Chief Investment Officer, Neuberger Berman Holdings LLC (holding company), 2002 to August 2008 and 2003 to August 2008, respectively; formerly, Managing Director and Chief Investment Officer, Neuberger, December 2005 to August 2008 and 2003 to August 2008, respectively; formerly, Executive Vice President, Neuberger, December 2002 to 2005; formerly, Director and Chairman, Management, December 2002 to August 2008; formerly, Executive Vice President, Citigroup Investments, Inc., September 1995 to February 2002; formerly, Executive Vice President, Citigroup Inc., September 1995 to February 2002.
|
45
|
Director, Idealab (private company), since 2009; Director, Distributed World Power (private company), since 2009; Director, Dale Carnegie and Associates, Inc. (private company), since 1999; Director, Solbright, Inc. (private company), since 1998; Director, SA Agricultural Fund, since 2009; Chairman and Director, Essential Brands (consumer products) since 2008; formerly, Director, New York Society of Security Analysts, 2006 to 2008.
|
|||||
Name, (Year of Birth),
and Address(1)
|
Position(2)
and Length
of Time
Served
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Fund Director
|
Other Directorships Held
Outside Fund Complex by
Fund Director(3)
|
|||||
CLASS III
|
|||||||||
Independent Directors
|
|||||||||
Martha C. Goss (1949)
|
Director since 2007
|
President, Woodhill Enterprises Inc./Chase Hollow Associates LLC (personal investment vehicle), since 2006; Chief Operating and Financial Officer, Hopewell Holdings LLC/ Amwell Holdings, LLC (a holding company for a healthcare reinsurance company start-up), since 2003; formerly, Consultant, Resources Connection (temporary staffing), 2002 to 2006.
|
45
|
Director, American Water (water utility), since 2003; Director, Channel Reinsurance (financial guaranty reinsurance), since 2006; Director, Allianz Life of New York (insurance), since 2005; Director, Financial Women's Association of New York (not-for-profit association), since 2003; Trustee Emerita, Brown University, since 1998; formerly, Director, Ocwen Financial Corporation (mortgage servicing), 2005 to 2010; formerly, Advisory Board Member, Attensity (software developer), 2005 to 2007; formerly, Director, Bank Leumi (commercial bank), 2005 to 2007; formerly, Director, Claire's Stores, Inc. (retailer), 2005 to 2007.
|
|||||
Robert A. Kavesh (1927)
|
Director since 2006
|
Retired, since 2002; Marcus Nadler Professor Emeritus of Finance and Economics, New York University Stern School of Business; formerly, Executive Secretary-Treasurer, American Finance Association, 1961 to 1979.
|
45
|
Formerly, Director, The Caring Community (not-for-profit), 1997 to 2006; formerly, Director, DEL Laboratories, Inc. (cosmetics and pharmaceuticals), 1978 to 2004; formerly, Director, Apple Bank for Savings, 1979 to 1990; formerly, Director, Western Pacific Industries, Inc., (public company), 1972 to 1986.
|
|||||
Name, (Year of Birth),
and Address(1)
|
Position(2)
and Length
of Time
Served
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Fund Director
|
Other Directorships Held
Outside Fund Complex by
Fund Director(3)
|
|||||
Howard A. Mileaf (1937)
|
Director since 2006
|
Retired; formerly, Vice President and General Counsel, WHX Corporation (holding company), 1993 to 2001.
|
45
|
Formerly, Director, Webfinancial Corporation (holding company), 2002 to 2008; formerly, Director, WHX Corporation (holding company), 2002 to 2005; formerly, Director, State Theatre of New Jersey (not-for-profit theatre), 2000 to 2005.
|
|||||
Edward I. O'Brien (1928)
|
Director since 2006
|
Private Investor; formerly, Member, Investment Policy Committee, Edward Jones, 1993 to 2001; President, Securities Industry Association ("SIA") (securities industry's representative in government relations and regulatory matters at the federal and state levels), 1974 to 1992; Adviser to SIA, November 1992 to November 1993.
|
45
|
Formerly, Director, Legg Mason, Inc. (financial services holding company), 1993 to July 2008; formerly, Director, Boston Financial Group (real estate and tax shelters), 1993 to 1999.
|
|||||
Name, (Year of Birth),
and Address(1)
|
Position(2)
and Length
of Time
Served
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Fund Director
|
Other Directorships Held
Outside Fund Complex by
Fund Director(3)
|
|||||
Candace L. Straight (1947)
|
Director since 2006
|
Private investor and consultant specializing in the insurance industry; formerly, Advisory Director, Securitas Capital LLC (a global private equity investment firm dedicated to making investments in the insurance sector), 1998 to December 2003.
|
45
|
Public Member, Board of Governors and Board of Trustees, Rutgers University, since 2011; Director, Montpelier Re Holdings Ltd. (reinsurance company), since 2006; formerly, Director, National Atlantic Holdings Corporation (property and casualty insurance company), 2004 to 2008; formerly, Director, The Proformance Insurance Company (property and casualty insurance company), 2004 to 2008; formerly, Director, Providence Washington Insurance Company (property and casualty insurance company), 1998 to 2006; formerly, Director, Summit Global Partners (insurance brokerage firm), 2000 to 2005.
|
|||||
Name, (Year of Birth),
and Address(1)
|
Position(2)
and Length
of Time
Served
|
Principal Occupation(s)(3)
|
Number of
Funds in
Fund Complex
Overseen by
Fund Director
|
Other Directorships Held
Outside Fund Complex by
Fund Director(3)
|
|||||
Director who is an "Interested Person"
|
|||||||||
Joseph V. Amato* (1962)
|
Director since 2008
|
President and Director, Neuberger Berman Group LLC, since 2009; President and Chief Executive Officer, Neuberger and Neuberger Berman Holdings LLC (including its predecessor, Neuberger Berman Inc.), since 2007; Chief Investment Officer, Neuberger, since 2009; Chief Investment Officer (Equities) and Managing Director, Management, since 2009; Managing Director, Neuberger Berman Fixed Income LLC ("NBFI") since 2007; Board member of NBFI since 2006; formerly, Global Head of Asset Management of 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.
|
45
|
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.
|
|||||
(1)
|
The business address of each listed person is 605 Third Avenue, New York, New York 10158.
|
(2)
|
The Board of Directors shall at times be divided as equally as possible into three classes of Directors designated Class I, Class II, and Class III. The terms of office of Class I, Class II, and Class III Directors shall expire at the annual meeting of shareholders held in 2012, 2013, and 2014, respectively, and at each third annual meeting of shareholders thereafter.
|
(3)
|
Except as otherwise indicated, each individual has held the positions shown for at least the last five years.
|
*
|
Indicates a Fund Director who is an "interested person" within the meaning of the 1940 Act. Mr. Amato and Mr. Conti are interested persons of the Fund by virtue of the fact that each is an officer of Management, Neuberger and/or their affiliates. Mr. Rivkin may be deemed an interested person of the Fund by virtue of the fact that, until August 2008, he was a director of Management and an officer of Neuberger.
|
Name, (Year of Birth),
and Address(1)
|
Position and
Length of Time
Served
|
Principal Occupation(s)(2)
|
|||
Andrew B. Allard (1961)
|
Anti-Money Laundering Compliance Officer since 2006
|
Senior Vice President, Neuberger, since 2006 and Employee since 1999; Deputy General Counsel, Neuberger, since 2004; formerly, Vice President, Neuberger, 2000 to 2005; formerly, Employee, Management, 1994 to 1999; Anti-Money Laundering Compliance Officer, nine registered investment companies for which Management acts as investment manager and administrator (six since 2002, one since 2003, one since 2005 and one since 2006).
|
|||
Claudia A. Brandon (1956)
|
Executive Vice President since 2008 and Secretary since 2006
|
Senior Vice President, Neuberger, since 2007 and Employee since 1999; Senior Vice President, Management, since 2008 and Assistant Secretary since 2004; formerly, Vice President, Neuberger, 2002 to 2006; formerly, Vice President-Mutual Fund Board Relations, Management, 2000 to 2008; formerly, Vice President, Management, 1986 to 1999 and Employee 1984 to 1999; Executive Vice President, nine registered investment companies for which Management acts as investment manager and administrator (nine since 2008); Secretary, nine registered investment companies for which Management acts as investment manager and administrator (three since 1985, three since 2002, one since 2003, one since 2005 and one since
2006).
|
|||
Anthony DiBernardo (1979)
|
Assistant Treasurer since 2011
|
Vice President, Neuberger, since 2009; Employee, Management, since 2003; Assistant Treasurer, nine registered investment companies for which Management acts as investment manager and administrator.
|
|||
Maxine L. Gerson (1950)
|
Executive Vice President since 2008 and Chief Legal Officer since 2006 (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002)
|
Managing Director, Neuberger, since 2009, and Deputy General Counsel and Assistant Secretary, Neuberger, since 2001; Managing Director, Management, since 2009, and Secretary and General Counsel, Management, since 2004; formerly, Senior Vice President, Neuberger, 2002 to 2009; formerly, Senior Vice President, Management, 2006 to 2009; Executive Vice President, nine registered investment companies for which Management acts as investment manager and administrator (nine since 2008); Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), nine registered investment companies for which Management acts as investment manager and administrator (eight since 2005 and
one since 2006).
|
|||
Sheila R. James (1965)
|
Assistant Secretary since 2006
|
Vice President, Neuberger, since 2008 and Employee since 1999; formerly, Assistant Vice President, Neuberger, 2007; formerly, Employee, Management, 1991 to 1999; Assistant Secretary, nine registered investment companies for which Management acts as investment manager and administrator (six since 2002, one since 2003, one since 2005 and one since 2006).
|
|||
Brian Kerrane (1969)
|
Vice President since 2008
|
Senior Vice President, Neuberger, since 2006; formerly, Vice President, Neuberger, 2002 to 2006; Vice President, Management, since 2008 and Employee since 1991; Vice President, nine registered investment companies for which Management acts as investment manager and administrator (nine since 2008).
|
|||
Name, (Year of Birth),
and Address(1)
|
Position and
Length of Time
Served
|
Principal Occupation(s)(2)
|
|||
Kevin Lyons (1955)
|
Assistant Secretary since 2006
|
Assistant Vice President, Neuberger, since 2008 and Employee since 1999; formerly, Employee, Management, 1993 to 1999; Assistant Secretary, nine registered investment companies for which Management acts as investment manager and administrator (seven since 2003, one since 2005 and one since 2006).
|
|||
Owen F. McEntee, Jr. (1961)
|
Vice President since 2008
|
Vice President, Neuberger, since 2006; Employee, Management, since 1992; Vice President, nine registered investment companies for which Management acts as investment manager and administrator (nine since 2008).
|
|||
John M. McGovern (1970)
|
Treasurer and Principal Financial and Accounting Officer since 2006
|
Senior Vice President, Neuberger, since 2007; formerly, Vice President, Neuberger, 2004 to 2006; Employee, Management, since 1993; Treasurer and Principal Financial and Accounting Officer, nine registered investment companies for which Management acts as investment manager and administrator (eight since 2005 and one since 2006); formerly, Assistant Treasurer, eight registered investment companies for which Management acts as investment manager and administrator, 2002 to 2005.
|
|||
Frank Rosato (1971)
|
Assistant Treasurer since 2006
|
Vice President, Neuberger, since 2006; Employee, Management, since 1995; Assistant Treasurer, nine registered investment companies for which Management acts as investment manager and administrator (eight since 2005 and one since 2006).
|
|||
Neil S. Siegel (1967)
|
Vice President since 2008
|
Managing Director, Management, since 2008; Managing Director, Neuberger, since 2006; formerly, Senior Vice President, Neuberger, 2004 to 2006; Vice President, nine registered investment companies for which Management acts as investment manager and administrator (nine since 2008).
|
|||
Chamaine Williams (1971)
|
Chief Compliance Officer since 2006
|
Senior Vice President, Neuberger, since 2007; Chief Compliance Officer, Management, since 2006; Chief Compliance Officer, nine registered investment companies for which Management acts as investment manager and administrator (eight since 2005 and one since 2006); formerly, Senior Vice President, LBI, 2007 to 2008; formerly, Vice President, LBI, 2003 to 2006; formerly, Chief Compliance Officer, Lehman Brothers Asset Management Inc., 2003 to 2007; formerly, Chief Compliance Officer, Lehman Brothers Alternative Investment Management LLC, 2003 to 2007.
|
|||
(1)
|
The business address of each listed person is 605 Third Avenue, New York, New York 10158.
|
(2)
|
Except as otherwise indicated, each individual has held the positions shown for at least the last five years.
|
Votes For
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
||||||
Martha C. Goss
|
15,146,642
|
339,355
|
—
|
—
|
|||||
Robert A. Kavesh
|
15,133,731
|
352,266
|
—
|
—
|
|||||
Edward I. O'Brien
|
15,144,636
|
341,361
|
—
|
—
|
|||||
Candace L. Straight
|
15,137,307
|
348,690
|
—
|
—
|
|||||
Joseph V. Amato
|
15,095,587
|
390,410
|
—
|
—
|
|||||
Preferred Shares |
|||||||||
Votes For
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
||||||
Howard A. Mileaf
|
1,087
|
—
|
—
|
—
|
Neuberger Berman Management LLC
|
|
605 Third Avenue, 2nd Floor
|
|
New York, NY 10158-0180
|
|
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 shareholders and is not an offer of shares of the Fund.
|
|
H0768 12/11
|
|
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)
|
Ann H. Benjamin
|
||||
Registered Investment Companies*
|
3
|
$1,907
|
0
|
N/A
|
Other Pooled Investment Vehicles
|
0
|
N/A
|
0
|
N/A
|
Other Accounts**
|
48
|
$10,597
|
0
|
N/A
|
Russ Covode***
|
||||
Registered Investment Companies*
|
2
|
$1,704
|
0
|
N/A
|
Other Pooled Investment Vehicles
|
0
|
N/A
|
0
|
N/A
|
Other Accounts**
|
48
|
$10,597
|
0
|
N/A
|
Thomas P. O’Reilly
|
||||
Registered Investment Companies*
|
3
|
$1,907
|
0
|
N/A
|
Other Pooled Investment Vehicles
|
0
|
N/A
|
0
|
N/A
|
Other Accounts**
|
48
|
$10,597
|
0
|
N/A
|
Portfolio Manager
|
Dollar Range of Equity Securities Owned in the Registrant
|
Ann H. Benjamin
|
D
|
Russ Covode*
|
A
|
Thomas P. O’Reilly
|
A
|
A = None
B = $1-$10,000
C = $10,001 - $50,000
D =$50,001-$100,000
|
E = $100,001-$500,000
F = $500,001-$1,000,000
G = Over $1,000,000
|
(a)
|
Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “Act”)) as of a date within 90 days of the filing date of this document, the Chief Executive Officer and 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 and Form N-Q is accumulated and communicated to the Registrant’s management to allow timely decisions regarding required disclosure.
|
(b)
|
There were no significant changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially
|
|
affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
|
(a)(1)
|
A copy of the Code of Ethics is incorporated by reference to the Registrant’s Form N-CSR, Investment Company Act file number 811-22396 (filed on January 7, 2011).
|
(a)(2)
|
The certifications required by Rule 30a-2(a) of the Act and Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) are filed herewith.
|
(a)(3)
|
Not applicable to the Registrant.
|
(b)
|
The certifications required by Rule 30a-2(b) of the Act and Section 906 of the Sarbanes-Oxley Act are filed herewith.
|