Neuberger Berman High Yield Strategies Fund (NHS) SC TO-I Issuer tender offer statement

Offer by

Neuberger Berman High Yield Strategies Fund Inc.

to Purchase for Cash
Up to 25% of its Outstanding Shares
of Common Stock
________________

November 10, 2020

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

We are enclosing herewith the material listed below relating to the offer of Neuberger Berman High Yield Strategies Fund Inc., a Maryland corporation (the “Fund”), to purchase for cash up to 25% of its outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”) (the “Offer”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 10, 2020 and the related Letter of Transmittal. The price to be paid for the Common Stock is an amount per share, net to the seller in cash, equal to 96% of the net asset value per share (“NAV”) as determined by the Fund at the close of regular trading on the New York Stock Exchange (“NYSE”) on December 10, 2020, or such later date to which the Offer is extended.

We are asking you to contact your clients for whom you hold Common Stock registered in your name (or in the name of your nominee) or who hold Common Stock registered in their own names. Please bring the Offer to their attention as promptly as possible.

For your information and for forwarding to your clients, we are enclosing the following documents:

1. The Offer to Purchase dated November 10, 2020;

2.    The Letter of Transmittal for your use and for the information of your clients, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding; and

3.    A form of letter which may be sent to your clients for whose accounts you hold Common Stock registered in your name (or in the name of your nominee), with space provided for obtaining such clients’ instructions with regard to the Offer.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 10, 2020, UNLESS THE OFFER IS EXTENDED.

The Offer is not being made to, nor will the Fund accept tenders from, holders of Common Stock in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

The Fund will not pay any fees or commissions to any broker or dealer or other person (other than the Information Agent or the Depositary as described in the Offer to Purchase) for soliciting tenders of Common Stock pursuant to the Offer. The Fund will, however, upon request, reimburse you for reasonable and necessary costs and expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all stock transfer taxes applicable to its purchase of Common Stock pursuant to the Offer, except as otherwise provided in the Offer to Purchase. However, backup withholding may be required unless either an exemption is proved or the required taxpayer identification information and certifications are provided. See Section 4, “Procedures for Tendering Common Stock,” of the Offer to Purchase.

In order to accept the Offer, an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Common Stock, or a duly executed and properly completed Letter of Transmittal and any required signature guarantees, and any other required documents, should be sent to the Depositary by 5:00 P.M., New York City time, on December 10, 2020.

Upon the terms and subject to the conditions of the Offer, the Fund will purchase up to 25% of its outstanding shares of Common Stock. As described in the Offer, if more than 25% of the Fund’s outstanding shares of Common Stock are validly tendered (and not withdrawn) on or prior to the Expiration Date (as defined in the Offer to Purchase), the Fund will repurchase 25% of its outstanding shares of Common Stock on a pro rata basis (with appropriate adjustment to avoid purchase of fractional shares of Common Stock) upon the terms and subject to the conditions of the Offer. Your clients should carefully consider the economics involved when tendering Common Stock in the event that more than 25% of the Fund’s outstanding shares of Common Stock are tendered and not withdrawn, and the Fund purchases the tendered Common Stock on a pro rata basis.

Neither the Fund nor its Board of Directors makes any recommendation to any holder of Common Stock as to whether to tender all or any shares of Common Stock.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent at the addresses and telephone number set forth on the back cover of the Offer to Purchase.

Very truly yours,

NEUBERGER BERMAN
HIGH YIELD STRATEGIES FUND INC.

Joseph V. Amato
President and Chief Executive
Officer

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE FUND, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIALS.

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