DHF BNY Mellon High Yield Strategies Fund

PROPOSAl: approval of a sub-investment advisory agreemEnt

Introduction

Currently, the High Yield Strategies Fund's portfolio managers are dual employees of the High Yield Strategies Fund's investment adviser, BNY Mellon Investment Adviser, Inc. ("BNYM Adviser"), and Alcentra NY, LLC ("Alcentra NY"), which is currently an affiliate of BNYM Adviser, and manage the High Yield Strategies Fund as employees of BNYM Adviser. Alcentra NY currently serves as the sub-adviser to the Target Term Fund and the Multi-Strategy Fund (together, the "Sub-Advised Funds"), pursuant to a current sub-investment advisory agreement between BNYM Adviser and Alcentra NY, with respect to each Sub-Advised Fund (each, a "Current Sub-Advisory Agreement").

Alcentra NY is a subsidiary of Alcentra Group Holdings, Inc. (together with Alcentra NY, "Alcentra"), which is currently an indirect, wholly-owned subsidiary of The Bank of New York Mellon Corporation ("BNY Mellon"), the parent company of BNYM Adviser. In May 2022, BNY Mellon entered into a definitive agreement with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, pursuant to which Franklin Templeton will, subject to certain regulatory approvals and satisfaction of other conditions, acquire Alcentra (the "Transaction"). The Transaction is expected to be completed by or before the first quarter of 2023 (the "Closing Date"), at which time Alcentra NY will become a subsidiary of Franklin Templeton and the High Yield Strategies Fund's portfolio managers will cease being employees of BNYM Adviser and will be employees of Alcentra NY only. In addition, as a result of the Transaction, there will be a "change in control" of Alcentra NY, which will effect an assignment and automatic termination of the Current Sub-Advisory Agreement with respect to each Sub-Advised Fund, pursuant to its terms and the applicable provisions of the Investment Company Act of 1940, as amended (the "1940 Act").

To enable Alcentra NY to continue to provide sub-investment advisory services to the Sub-Advised Funds, and the High Yield Strategies Fund's portfolio managers to provide day-to-day management of the Fund's investments as employees of Alcentra NY, in each case as of the Closing Date, when Alcentra NY will become a subsidiary of Franklin Templeton, BNYM Adviser recommended and the relevant Fund's Board, including a majority of the Board members who are not "interested persons" (as that term is defined in the 1940 Act) of the Fund ("Independent Board Members"), approved a sub-investment advisory agreement (the "Sub-Advisory Agreement") between BNYM Adviser, with respect to each Fund, and Alcentra NY. Under the 1940 Act, the Sub-Advisory Agreement requires approval by a majority of the relevant Fund's outstanding voting securities (as defined in the 1940 Act) before it can go into effect. Therefore, the Board has called the Meeting to seek shareholder approval of the Sub-Advisory Agreement in order to ensure that Alcentra NY can provide uninterrupted service as sub-adviser to the Sub-Advised Funds and provide continuity of portfolio management for the High Yield Strategies Fund after the Closing Date.

There will be no increase in the advisory fee payable by a Fund to BNYM Adviser as a consequence of the Transaction and the sub-advisory fee payable by BNYM Adviser to Alcentra NY under the Sub-Advisory Agreement will be the same as that payable to Alcentra NY under the respective Current Sub-Advisory Agreement for the Sub-Advised Funds. As to each Sub-Advised Fund, the Sub-Advisory Agreement is substantially similar in material respects to the Current Sub-Advisory Agreement. In addition, as to each Fund, the Fund's investment objective, strategies and policies will not change in connection with the implementation of the Sub-Advisory Agreement. As to each Fund, BNYM Adviser and Alcentra NY have represented to the Board that there would be no diminution in the nature, extent or quality of the services provided to the Fund in connection with the implementation of the Sub-Advisory Agreement. If approved by shareholders at the Meeting, the Sub-Advisory Agreement will go into effect on the Closing Date.

The Transaction is not contingent on shareholder approval of the Sub-Advisory Agreement. If the Transaction is effected before shareholder approval of the Sub-Advisory Agreement for a Fund is obtained, each Fund's Board has approved an interim sub-investment advisory agreement (the "Interim Sub-Advisory Agreement") between BNYM Adviser, on behalf of the Fund, and Alcentra NY, which would take effect on the Closing Date, and the Fund would continue to solicit shareholder approval of the Sub-Advisory Agreement while the Interim Sub-Advisory Agreement is in place. If the Interim Sub-Advisory Agreement goes into effect for a Fund, it would expire upon the earlier of 150 days after the Closing Date of the Transaction or upon shareholder approval and effectiveness of the Sub-Advisory Agreement.

If shareholders of a Fund do not approve the Sub-Advisory Agreement for their Fund, Alcentra NY would no longer serve as that Fund's sub-adviser pursuant to the Current Sub-Advisory Agreement, in the case of a Sub-Advised Fund, or provide portfolio management services to the High Yield Strategies Fund, as applicable, and the Board would take such actions as it deems to be in the best interests of the Fund, which may include resubmitting the Sub-Advisory Agreement to shareholders for approval or making other sub-advisory or portfolio management arrangements for the Fund.

Information About BNYM Adviser, Alcentra and Franklin Templeton

BNYM Adviser

BNY Mellon Investment Adviser, Inc., located at 240 Greenwich Street, New York, New York 10286, serves as investment adviser to each Fund, subject to the supervision of the Board. Founded in 1947, BNYM Adviser manages approximately $305 billion in 117 mutual fund portfolios as of June 30, 2022. BNYM Adviser is the primary mutual fund business of The Bank of New York Mellon Corporation ("BNY Mellon"), a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment management and investment services in 35 countries. BNY Mellon is a leading investment management and investment services company, uniquely focused to help clients manage and move their financial assets in the rapidly changing global marketplace. BNY Mellon has $43 trillion in assets under custody and administration and $1.9 trillion in assets under management. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation. BNY Mellon Investment Management is one of the world's leading investment management organizations, and one of the top U.S. wealth managers, encompassing BNY Mellon's affiliated investment management firms, wealth management services and global distribution companies. Additional information is available at www.bnymellon.com.

BNYM Adviser provides management services to the Funds pursuant to separate agreements (each, a "Management Agreement") as follows: (i) an investment management and administration agreement between the High Yield Strategies Fund and BNYM Adviser, dated April 22, 1998, amended as of June 3, 2019; (ii) a management agreement between the Target Term Fund and BNYM Adviser, dated August 31, 2017, amended as of June 3, 2019; and (iii) a management agreement between the Multi-Strategy Fund and BNYM Adviser, dated May 15, 2019, amended as of June 3, 2019.

Under the Management Agreement for the High Yield Strategies Fund, BNYM Adviser provides or oversees the provision of all investment advisory and portfolio management services to the Fund. The Management Agreement provides that, subject to the Board's supervision, BNYM Adviser manages the investment and reinvestment of the assets of the High Yield Strategies Fund and provides a continuous investment program for the Fund, consistent with the High Yield Strategies Fund's investment objective, policies and limitations. Subject to market conditions, the High Yield Strategies Fund uses leverage as part of its investment management policies by borrowing money from banks in an amount up to 33-1/3% of the value of its total assets (including the amount borrowed). Under the Management Agreement, BNYM

Adviser also provides a variety of administrative services to the High Yield Strategies Fund, including internal fund accounting and internal legal services, oversight of the provision to the Fund of custody and transfer agency services, and generally assisting in all aspects of the High Yield Strategies Fund's operations. In consideration of services rendered pursuant to the Management Agreement, the High Yield Strategies Fund has agreed to pay BNYM Adviser a monthly fee at the annual rate of .75% of the value of the Fund's average weekly total assets minus the sum of accrued liabilities (other than the aggregate indebtedness constituting financial leverage). For the High Yield Strategies Fund's fiscal year ended March 31, 2022, the Fund paid BNYM Adviser $2,496,367, pursuant to the Management Agreement.

Under the respective Management Agreement for the Target Term Fund and the Multi-Strategy Fund, BNYM Adviser furnishes a continuous investment program for the Target Term Fund's and the Multi-Strategy Fund's portfolio and generally manages each Sub-Advised Fund's investments in accordance with the stated policies of the Fund. The Management Agreements provide that, subject to the respective Board's general supervision, BNYM Adviser is responsible for the overall management of the Target Term Fund's and the Multi-Strategy Fund's portfolio and for the supervision and ongoing monitoring of Alcentra NY. Each of the Target Term Fund and the Multi-Strategy Fund may employ leverage to enhance its potential for achieving its investment objectives. The Target Term Fund and the Multi-Strategy Fund currently intend to utilize leverage in an amount equal to 30% of their respective total assets, but may borrow up to the limits imposed by the 1940 Act (i.e., 33-1/3% of their respective total assets), principally through loans from certain financial institutions and/or the issuance of debt securities (collectively, "Borrowings"). In addition, the Target Term Fund and the Multi-Strategy Fund may obtain effective leverage through portfolio transactions, which, in the case of the Target Term Fund, will be treated as the issuance of debt securities and will be subject to the 33-1/3% limitation on Borrowings under the 1940 Act. BNYM Adviser also maintains office facilities on behalf of the Sub-Advised Funds, and furnishes statistical and research data, clerical help, accounting, data processing, bookkeeping and internal auditing and certain other required services to the Sub-Advised Funds. BNYM Adviser also performs certain other administrative services for each Sub-Advised Fund. In consideration of services rendered pursuant to the respective Management Agreement, the Target Term Fund and the Multi-Strategy Fund have agreed to pay BNYM Adviser based on the value of the respective Fund's "Managed Assets," which is defined as the Fund's total assets, including any assets attributable to leverage (i.e., Borrowings, preferred stock or other similar preference securities ("Preferred Shares"), or the use of derivative instruments that have the economic effect of leverage), minus the Fund's accrued liabilities, other than any liabilities or obligations attributable to leverage obtained through (i) indebtedness of any type (including, without limitation, Borrowings), (ii) the issuance of Preferred Shares, and/or (iii) any other means, all as determined in accordance with generally accepted accounting principles. The Target Term Fund pays BNYM Adviser a monthly fee at the annual rate of .85% based on the average daily value of the Fund's Managed Assets, while the Multi-Strategy Fund pays BNYM Adviser a quarterly fee at the annual rate of 1.25% based on the value of the Fund's Managed Assets calculated each quarter. For the Target Term Fund's fiscal year ended August 31, 2021, the Fund paid BNYM Adviser $1,636,480, pursuant to the Management Agreement. For the Multi-Strategy Fund's fiscal year ended March 31, 2022, the Fund paid BNYM Adviser $4,207,955, pursuant to the Management Agreement.

Each Management Agreement was last approved by the Board for a one-year continuance at a meeting held on March 2-3, 2022 (the "15(c) Meeting"), and by the respective Fund's initial shareholder on April 23, 1998, September 22, 2017 and June 10, 2019, with respect to the High Yield Strategies Fund, Target Term Fund and Multi-Strategy Fund, respectively, in connection with each Fund's commencement of operations. A discussion regarding the basis for the Board's approval of the continuance of the Management Agreement is available in the High Yield Strategies Fund's and Multi-Strategy Fund's respective Annual Report for the fiscal year ended March 31, 2022, and in the Target Term Fund's Annual Report for the fiscal year ended August 31, 2021.

Alcentra

Alcentra Group Holdings, Inc. is currently a subsidiary of BNY Mellon and is headquartered in London, with offices in New York and Boston. Alcentra was founded in 2002 and managed more than $38 billion in assets as of April 30, 2022 (including accounts managed by Alcentra NY, Alcentra Limited, and assets managed by Alcentra personnel for affiliates under dual employee arrangements). Alcentra's investment strategies include senior loans, high yield bonds, private credit, structured credit, special situations, and multi-strategy credit. It is currently contemplated that most of Alcentra's employees will remain with Alcentra upon completion of the Transaction.

Alcentra NY is a subsidiary of Alcentra Group Holdings and its principal office is located at 200 Park Avenue, New York, New York 10166. Alcentra NY provides investment advisory services focusing on sub-investment grade debt. Alcentra is one of the largest global institutional managers of below investment grade credit.

Alcentra NY does not currently serve as investment adviser or sub-adviser to any other registered investment companies which have a similar investment objective and similar investment management policies as the Funds.

The names and principal occupations of the principal executive officers of Alcentra NY are: Jonathan DeSimone, Chief Executive Officer; Joseph Cantwell, Chief Investment Officer – Liquid Credit; Christopher Mulshine, Head of U.S. Distribution; Vinay Patel, Head of Finance; and Steven Levinson, Chief Compliance Officer. Messrs. DeSimone, Cantwell, Mulshine and Patel are members of Alcentra NY's Executive Committee responsible for the day-to-day management and oversight of the operations of the firm. The address of each principal executive officer listed above, as it relates to the person's position with Alcentra NY, is 200 Park Avenue, 7th Floor, New York, New York 10166.

The Current Sub-Advisory Agreement for each Sub-Advised Fund was last approved by the Board for a one-year continuance at the 15(c) Meeting, and by the respective Fund's initial shareholder on September 22, 2017 and June 10, 2019, with respect to the Target Term Fund and Multi-Strategy Fund, respectively, in connection with each such Fund's commencement of operations. A discussion regarding the basis for the Board's approval of the continuance of the Current Sub-Advisory Agreement is available in the Multi-Strategy Fund's Annual Report for the fiscal year ended March 31, 2022, and in the Target Term Fund's Annual Report for the fiscal year ended August 31, 2021.

Franklin Templeton

Franklin Resources, Inc., whose principal executive offices are at One Franklin Parkway, San Mateo, California 94403, is a global investment management organization operating, together with its subsidiaries, as Franklin Templeton. Franklin Templeton's mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through specialized teams, Franklin Templeton has expertise across all asset classes, including equity, fixed income, alternatives and custom multi-asset solutions. Franklin Templeton has more than 1,300 investment professionals, who are supported by Franklin Templeton's integrated, worldwide team of risk management professionals and global trading desk network, and has employees in over 30 countries. Franklin Templeton has 75 years of investment experience and approximately $1.5 trillion in assets under management as of April 30, 2022.

As a result of the Transaction and on the Closing Date, Alcentra will become a subsidiary of Franklin Templeton and will no longer be an affiliate of BNYM Adviser. Franklin Templeton has stated that the Transaction will continue to strengthen the breadth and scale of Franklin Templeton's alternative

asset strategies and is expected to bring firm-wide alternative assets under management to approximately $257 billion after the Transaction closes. Franklin Templeton has further stated that Alcentra NY is highly complementary to its existing U.S. capabilities.

None of the Board members has, or has had, any material interest in, or a material interest in a material transaction or proposed transaction with Franklin Templeton since the beginning of a Fund's most recently completed fiscal year.

Information About the Funds' Primary Portfolio Managers

Messrs. Barris and Cronk currently serve as primary portfolio managers of each Fund and are expected to continue to serve in such capacity after the Closing Date. Existing management of Alcentra currently expects that Brandon Chao will be appointed as an additional primary portfolio manager of the Target Term Fund and Multi-Strategy Fund prior to the Closing Date.

Messrs. Barris and Cronk have been the High Yield Strategies Fund's primary portfolio managers since July 2007 and July 2012, respectively. Messrs. Barris and Cronk are jointly and primarily responsible for managing the High Yield Strategies Fund's portfolio in their capacity as employees of BNYM Adviser. In choosing securities, the High Yield Strategies Fund's portfolio managers seek to capture the higher yields offered by junk bonds, while managing credit risk and the volatility caused by interest rate movements.

Messrs. Barris and Cronk, together with Hiram Hamilton, currently are the Target Term Fund's primary portfolio managers. Messrs. Barris and Cronk have held such positions since the Fund commenced operations in October 2017, and Mr. Hamilton has held such position since February 2018. Messrs. Barris, Cronk and Hamilton are jointly and primarily responsible for managing the Target Term Fund's portfolio pursuant to the Current Sub-Advisory Agreement for the Fund. The Target Term Fund's portfolio managers construct the Target Term Fund's investment portfolio by allocating the Fund's assets to credit instruments and related investments in the following strategies: (i) Senior Secured Loans and Other Loans; (ii) Corporate Debt; (iii) Special Situations; and (iv) Structured Credit.

Messrs. Barris and Cronk, together with Jonathan DeSimone, Mr. Hamilton and Suhail Shaikh, currently are the Multi-Strategy Fund's primary portfolio managers. Messrs. Barris, Cronk, Hamilton and Shaikh have held such positions since the Fund commenced operations in August 2019, and Mr. DeSimone has held such position since January 2021. Messrs. Barris, Cronk, DeSimone, Hamilton and Shaikh are jointly and primarily responsible for managing the Multi-Strategy Fund's portfolio pursuant to the Current Sub-Advisory Agreement for the Fund. The Multi-Strategy Fund's portfolio managers construct the Multi-Strategy Fund's investment portfolio by allocating the Fund's assets to credit instruments and related investments in the following strategies: (i) Senior Secured Loans; (ii) Direct Lending and Subordinated Loans; (iii) Special Situations; (iv) Structured Credit; and (v) Corporate Debt.

Mr. Barris joined Alcentra in January 2013 as part of the combination of Alcentra with Standish Mellon Asset Management Company LLC's ("Standish") high yield business, and is the Acting Chief Investment Officer of Liquid Credit at Alcentra. He is responsible for managing all U.S. and global high yield portfolios, and has extensive experience managing a broad range of high yield bond strategies for both institutional and retail funds. Mr. Barris also is responsible for managing Alcentra's multi-asset credit portfolios, including U.S. and European bonds and loans. He has considerable experience in credit analysis with over 25 years of investment experience. Mr. Barris joined Standish, formerly an affiliate of BNYM Adviser and Alcentra, in 2005 as a Senior Credit Analyst, and elevated to Director and Senior Portfolio Manager for U.S. and global high yield investments. Mr. Barris joined Standish from State Street Research & Management where he was as a high yield research analyst. Prior to that, he worked for Credit Suisse First Boston (Donaldson, Lufkin & Jenrette) in the leveraged finance group. Mr. Barris has been employed

by BNYM Adviser since July 2007. Mr. Barris has an M.B.A. from Columbia Business School, a B.A. from Hamilton College.

Mr. Cronk joined Alcentra in January 2013 as part of the combination of Alcentra with Standish's high yield business, and is a Managing Director and Senior Portfolio Manager and a member of the U.S. Liquid Credit Investment Committee at Alcentra. Mr. Cronk joined Standish in 2011 from Columbia Management, where he worked for 11 years as a high yield analyst and portfolio manager. Prior to that, he worked as a high yield investment associate at Putnam Investments. Mr. Cronk has been employed by BNYM Adviser since July 2012. Mr. Cronk has a B.S. in Business Administration from Creighton University, holds the Chartered Financial Analyst (CFA^®) designation, and is a member of the Boston Security Analysts Society.

Mr. Chao joined Alcentra in March 2017 and is a Managing Director and Senior Portfolio Manager and a member of the Structured Credit team. He is responsible for analyzing investments in structured products across Alcentra's funds. Mr. Chao joined Alcentra from Omega Advisors, where he worked for five years as a senior analyst covering structured products with a focus on CLO equity and mezzanine investing and opportunistic corporate credit. Prior to that, he worked at King Street Capital Management, investing in corporate structured products, high yield, and distressed credit, and at Credit Suisse, performing leveraged finance research. Mr. Chao has a B.S. in Finance from the Massachusetts Institute of Technology and holds the Chartered Financial Analyst (CFA^®) designation.

Mr. DeSimone joined Alcentra in September 2020 as Chief Executive Officer. He serves as Chair of the firm's Executive Management Committee and interim Chief Investment Officer of Private Credit. Mr. DeSimone joined Alcentra from Bain Capital Credit (formerly, Sankaty Advisors), where he served as Chief Investment Officer for Liquid Credit and a member of the Credit Committee. Prior to that, Mr. DeSimone worked at Bain & Company, supporting a variety of clients in the consumer, industrial and private equity sectors. Mr. DeSimone has an M.B.A. from the Amos Tuck School at Dartmouth College and a B.A. in Economics from Georgetown University.

Mr. Hamilton joined Alcentra in March 2008 and is a Managing Director and Co-Head of the Structured Credit business and oversees investments in structured products across Alcentra's funds. Mr. Hamilton joined Alcentra from Morgan Stanley, where he was an Executive Director and Head of the Collateralized Debt Obligations Group. Prior to that, Mr. Hamilton was an Analyst at Prudential Securities in the Asset Backed Securities Group. Mr. Hamilton has a B.A. in Philosophy and Neuroscience from Bowdoin College.

Mr. Shaikh joined Alcentra in May 2018 and serves as Managing Director, Head of U.S. Private Credit and Vice Chair of the Private Credit Investment Committee. He also served as the Chief Executive Officer and a Board Member of Alcentra Capital Corporation, a publicly listed business development company formerly managed by Alcentra. Mr. Shaikh joined Alcentra from SLR Capital Partners LLC (formerly, Solar Capital Partners LLC), where he was a partner and senior investment professional. Prior to that, Mr. Shaikh was in investment banking serving as a leveraged finance specialist and financial sponsor banker, at Bank of America Merrill Lynch, CIBC World Market, and JPMorgan & Co. Mr. Shaikh has an M.B.A. from The Wharton School of Business with a concentration in Finance and an A.B. in Computer Science and Economics from Middlebury College.

Sub-Advisory Agreements

The following discussion is a description of the material terms of the Sub-Advisory Agreement. The form of the Sub-Advisory Agreement is attached as Exhibit A to this Proxy Statement.

As to each Fund, the Sub-Advisory Agreement was approved by the Board, including a majority of the Independent Board Members, at an in-person Board meeting held on August 4, 2022 (the "August Meeting"), which was called, among other reasons, for the purpose of approving the Sub-Advisory Agreement. If approved by Fund shareholders, the Sub-Advisory Agreement will become effective on the Closing Date and will continue until April 4, 2023, and thereafter is subject to annual approval by the Board, including a majority of the Independent Board Members. As to each of the Target Term Fund and Multi-Strategy Fund, the Sub-Advisory Agreement is substantially similar in material respects to the Current Sub-Advisory Agreement, with certain differences as described below.

As is the case under the Current Sub-Advisory Agreement with respect to each Sub-Advised Fund, pursuant to the Sub-Advisory Agreement for each Fund, Alcentra NY, subject to the supervision and approval of BNYM Adviser and the Board, will provide the day-to-day management of the Fund's investments. Alcentra NY, among other duties, will obtain and provide investment research and supervise the Fund's investments and will conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets, including the placing of portfolio transactions for execution with either the issuer directly or with any broker or dealer, foreign currency dealer, futures commission merchant, counterparty or other entities. Alcentra NY also will perform certain other administrative and compliance-related functions in connection with the management of the Fund's assets.

As is the case under the Current Sub-Advisory Agreement with respect to each Sub-Advised Fund, as to each Fund, the Sub-Advisory Agreement provides that Alcentra NY shall exercise its best judgment in rendering the services to be provided pursuant to the Sub-Advisory Agreement. As to each Fund, the Sub-Advisory Agreement provides, as does the Current Sub-Advisory Agreement for the Sub-Advised Funds, that Alcentra NY will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or BNYM Adviser, except by reason of willful misfeasance, bad faith or gross negligence in the performance of Alcentra NY's duties, or by reason of Alcentra NY's reckless disregard of its obligations and duties, under the Sub-Advisory Agreement. In addition, as to each Fund, the Sub-Advisory Agreement provides that Alcentra NY indemnify and hold harmless the Fund and BNYM Adviser and their affiliates and control persons and that BNYM Adviser indemnify and hold harmless Alcentra NY and its affiliates and control persons, against certain losses, claims, damages, liabilities or litigation. Although the Current Sub-Advisory Agreements for the Sub-Advised Funds contain indemnification provisions, these provisions have been expanded upon in the Sub-Advisory Agreements for the Sub-Advised Funds.

As to each Fund, the Sub-Advisory Agreement specifically provides that Alcentra NY assume responsibility for the voting of proxies of companies whose shares are held by the Fund pursuant to proxy voting procedures approved by BNYM Adviser. The Current Sub-Advisory Agreements did not require Alcentra NY to assume proxy voting responsibilities without its consent; however, as to each Sub-Advised Fund, Alcentra NY had assumed responsibility for voting such proxies pursuant to a letter agreement dated April 1, 2020 with BNYM Adviser. As to each Fund, the Sub-Advisory Agreement also authorizes and obligates Alcentra NY to notify BNYM Adviser if it becomes aware of any bankruptcy proceedings with respect to certain Fund portfolio securities. As to each Fund, the Sub-Advisory Agreement also includes non-disclosure provisions, contains representations and warranties made on behalf of BNYM Adviser and Alcentra NY, and sets forth certain governance and notification requirements for BNYM Adviser and Alcentra NY.

The Sub-Advisory Agreement for each Fund provides that Alcentra NY will be compensated by BNYM Adviser from the management fee that BNYM Adviser receives from the Fund. There will be no increase in the advisory fee paid by the Fund to BNYM Adviser as a consequence of the implementation of the Sub-Advisory Agreement. Alcentra NY will bear all expenses incurred by it in connection with the performance of its services under the Sub-Advisory Agreement.

With respect the High Yield Strategies Fund, the Sub-Advisory Agreement provides that BNYM Adviser pay Alcentra NY a sub-investment advisory fee at an annual rate of .36% of the value of the High Yield Strategies Fund's average weekly total assets minus the sum of accrued liabilities (other than the aggregate indebtedness constituting financial leverage).

With respect to each of the Target Term Fund and Multi-Strategy Fund, the annual fee payable to Alcentra NY by BNYM Adviser under the Sub-Advisory Agreement is the same as the fee that is payable to Alcentra NY by BNYM Adviser under the Current Sub-Advisory Agreement, and the scope of services that Alcentra NY is required to provide in managing the Fund's portfolio pursuant to the Sub-Advisory Agreement is the same as the scope of services provided by Alcentra NY in managing the Fund's portfolio pursuant to the Current Sub-Advisory Agreement.

With respect the Target Term Fund, the Sub-Advisory Agreement provides that BNYM Adviser pay Alcentra NY a sub-investment advisory fee at an annual rate of .425% of the average daily value of the Target Term Fund's Managed Assets. For the Target Term Fund's fiscal year ended August 31, 2021, BNYM Adviser paid Alcentra NY $818,240, pursuant to the Current Sub-Advisory Agreement.

With respect the Multi-Strategy Fund, the Sub-Advisory Agreement provides that BNYM Adviser pay Alcentra NY a sub-investment advisory fee at an annual rate of .625% of the value of the Multi-Strategy Fund's Managed Assets determined as of the last day of each quarter. For the Multi-Strategy Fund's fiscal year ended March 31, 2022, BNYM Adviser paid Alcentra NY $2,104,383, pursuant to the Current Sub-Advisory Agreement.

As to each Fund, the Sub-Advisory Agreement is subject to annual approval by the Board, including a majority of the Independent Board Members. As to each Fund, the Sub-Advisory Agreement is terminable without penalty by: (i) BNYM Adviser on not more than 60 days' notice to Alcentra NY; (ii) the Board or by vote of the holders of a majority of the Fund's outstanding voting securities on not more than 60 days' notice to Alcentra NY; or (iii) Alcentra NY on not less than 90 days' notice to the Fund and BNYM Adviser. As to each Fund, the Sub-Advisory Agreement provides that it will terminate automatically in the event of its "assignment" as such term is defined under the 1940 Act or the Investment Advisers Act of 1940, as amended. In addition, the Sub-Advisory Agreement provides that it will terminate, as to the relevant Fund, if the Management Agreement terminates for any reason.

Interim Sub-Advisory Agreement

As the Transaction is not contingent on shareholder approval of the Sub-Advisory Agreement, it is possible that the Transaction could occur prior to shareholder approval of the Sub-Advisory Agreement for a Fund, which would terminate the dual employee arrangement with the High Yield Strategies Fund's portfolio managers and the Current Sub-Advisory Agreement for the Sub-Advised Funds, as the case may be. To ensure that each Fund is provided with uninterrupted portfolio management after the Closing Date, the Board approved at the August Meeting the Interim Sub-Advisory Agreement, which will become effective for a Fund only if shareholders have not approved the Sub-Advisory Agreement on or before the Closing Date. In accordance with the requirements of no-action relief granted by the staff of the Securities and Exchange Commission's Division of Investment Management and Rule 15a-4 under the 1940 Act, the Interim Sub-Advisory Agreement would have a maximum term of 150 days from the Closing Date.

As to each Fund, there are no material differences between the Interim Sub-Advisory Agreement and the Sub-Advisory Agreement, except for the term and termination provisions. In addition, the Interim Sub-Advisory Agreement contains provisions required by the no-action relief and Rule 15a-4 under the 1940 Act, which state that the fee payable by BNYM Adviser to Alcentra NY must be paid into an interest-bearing escrow account with the Fund’s custodian or a bank for the period during which the Interim Sub-

Advisory Agreement is in effect. The Sub-Advisory Agreement will replace the Interim Sub-Advisory Agreement, as to the relevant Fund, if it is approved by shareholders. In the event that the Interim Sub-Advisory Agreement goes into effect, the relevant Fund would continue to solicit shareholder approval of the Sub-Advisory Agreement. If shareholders approve the Sub-Advisory Agreement by the end of the 150-day period, the amount in the escrow account (including interest earned) will be paid to Alcentra NY. If shareholders do not approve the Sub-Advisory Agreement by the end of the 150-day period, Alcentra NY will be paid, out of the escrow account, the lesser of: (i) Alcentra NY's costs incurred in performing its duties under the Interim Sub-Advisory Agreement (plus interest earned on that amount while in escrow); or (ii) the total amount in the escrow account (plus interest earned).

Considerations of the Board

BNY Mellon publicly announced the Transaction on May 31, 2022. At the August Meeting, the Board discussed the Transaction and BNYM Adviser recommended, as to each Fund, the approval of the Interim Sub-Advisory Agreement and the Sub-Advisory Agreement in order to provide continuity of portfolio management for the Fund after the Closing Date. At the August Meeting, the Board members present at the meeting, a majority of whom are Independent Board Members, unanimously approved, as to each Fund, the Sub-Advisory Agreement and the engagement of Alcentra NY as the Fund's sub-adviser, subject to shareholder approval, and the Interim Sub-Advisory Agreement that would go into effect for a limited period of time only if shareholders have not approved the Sub-Advisory Agreement on or before the Closing Date. At the August Meeting, the Board , including the Independent Board Members, considered information presented to them as part of the annual agreement review process at the 15(c) Meeting, as well as information about Alcentra NY and the Transaction received at the August Meeting, and concluded that approval of these agreements was in the best interests of each Fund and its shareholders.

In connection with the August Meeting and in accordance with Section 15(c) of the 1940 Act, the Board requested, and BNYM Adviser and Alcentra NY provided, materials relating to the Transaction, Alcentra NY, Alcentra Group Holdings, Inc. and Franklin Templeton in connection with the Board's consideration of whether to approve the Sub-Advisory Agreement. This included a description of the Transaction and its anticipated effects on Alcentra NY as well as information regarding Alcentra Group Holdings, Inc. and its business activities, personnel and affiliates. The Board noted that, as to each Fund, BNYM Adviser and Alcentra NY represented that there would be no diminution in the nature, extent or quality of the services provided to the Fund in connection with the implementation of the Sub-Advisory Agreement. Accordingly, the Board also considered information presented to them as part of the annual agreement review process at the 15(c) Meeting. Additionally, the Board reviewed materials supplied by counsel that were prepared for use by the Board in fulfilling its duties under state law and the 1940 Act. It was noted that the Transaction would comply with Section 15(f) of the 1940 Act in that 75% or more of the Board was comprised of Independent Board Members and would remain so for three years following the Closing Date, and that no "unfair burden" (as defined in the 1940 Act) would be imposed on any Fund by Alcentra NY during the two-year period following the Closing Date.

In voting to approve the Sub-Advisory Agreement, the Board considered, as to each Fund, whether the approval of the Sub-Advisory Agreement would be in the best interests of the Fund and its shareholders, an evaluation based on several factors including those discussed below. The Independent Board Members were represented by legal counsel that is independent of BNYM Adviser and Alcentra NY in connection with their consideration of approval of the Sub-Advisory Agreement and the Interim Sub-Advisory Agreement. The factors discussed below were also considered by the Independent Board Members in executive session during which such independent legal counsel provided guidance and a written description to the Independent Board Members of their statutory responsibilities and the legal standards that are applicable to the approval of investment advisory and sub-investment advisory agreements. Based on their discussions and considerations described below, the Board, including the Independent Board Members,

approved for each Fund the Sub-Advisory Agreement, subject to shareholder approval, and the Interim Sub-Advisory Agreement that would go into effect, without shareholder approval, for a limited period of time only if shareholders have not approved the Sub-Advisory Agreement on or before the Closing Date. It is currently anticipated that the Sub-Advisory Agreement, if approved by shareholders, will be reviewed by the Board as part of its annual review of advisory arrangements for the relevant Fund in the first quarter of 2023.

Nature, Extent and Quality of Services to be Provided under the Sub-Advisory Agreement. In examining the nature, extent and quality of the services to be provided by Alcentra NY to the relevant Fund under the Sub-Advisory Agreement, the Board considered, as to each Fund, (i) Alcentra NY's organization, history, reputation, qualification and background, as well as the qualifications of its personnel; (ii) Alcentra NY's expertise in providing portfolio management services to the Fund and the performance history of the Fund; (iii) Alcentra NY's investment strategy for the Fund; (iv) the Fund's long- and short-term performance relative to comparable funds and unmanaged indices; and (v) Alcentra NY's compliance program. The Board specifically took into account that there were currently no long-term or short-term plans to make changes to the investment policies, strategies or objective of the relevant Fund, or to the status of Messrs. Barris and Cronk as primary portfolio managers of the Funds, as a result of the Transaction or in connection with the implementation of the Sub-Advisory Agreement. The Board members considered the specific responsibilities in all aspects of the day-to-day management of the relevant Fund by Alcentra NY, and the fact that existing management of Alcentra currently expects that the involvement of Messrs. Barris and Cronk in the portfolio management of the Funds will be unaffected by the Transaction. The Board also considered the financial resources that will be available to Alcentra NY. The Funds' Chief Compliance Officer discussed the compliance infrastructure of the Funds following the Transaction. The Board also discussed the acceptability of the terms of the Sub-Advisory Agreement and the Interim Sub-Advisory Agreement.

The Board concluded that, as to each Fund, the Fund will continue to benefit from the quality and experience of Alcentra NY's investment professionals, specifically including Messrs. Barris and Cronk, who will continue to provide services to the Fund after the Transaction. Based on its consideration and review of the foregoing information, the Board concluded that, as to each Fund, it was satisfied with the nature, extent and quality of the sub-investment advisory services expected to be provided by Alcentra NY.

Fund Investment Performance. Because existing management of Alcentra currently expects that the involvement of Messrs. Barris and Cronk in the portfolio management of the Funds will be unaffected by the Transaction, the Board members considered, as to each Fund, the investment performance of those investment professionals in managing the Fund's portfolio as a factor in evaluating the Sub-Advisory Agreement and the Interim Sub-Advisory Agreement.

At the 15(c) Meeting, as to the relevant Fund, the Board received and reviewed reports prepared by Broadridge Financial Solutions, Inc. ("Broadridge"), an independent provider of investment company data, which included information comparing the Fund's performance with the performance of a group of funds selected by Broadridge as comparable to the Fund (the "Performance Group") and with a broader group of funds (the "Performance Universe"), all for various periods ended December 31, 2021. It was noted that, while the Board has found the Broadridge data generally useful, the Board members recognized the limitations of such data, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. BNYM Adviser also provided a comparison of each Fund's calendar year total returns to the returns of the Fund's benchmark index. The Board concluded that it was generally satisfied with each Fund's overall performance and portfolio management.

At the August Meeting, the Board reviewed, as to each Fund, updated reports prepared by Broadridge which included information comparing the Fund's performance with its Performance Group and Performance Universe, all for various periods ended May 31, 2022. BNYM Adviser also provided information comparing each Fund's performance with its benchmark index and Morningstar category percentile ranking, all for various periods ended July 31, 2022. The Board discussed with representatives of BNYM Adviser and Alcentra NY the results of the comparisons and considered each Fund's performance in light of overall financial market conditions. Where a Fund's total return performance was below the median during specified periods, the Board noted the explanations from BNYM Adviser and Alcentra NY concerning the Fund's relative performance versus the Performance Group or Performance Universe for such periods. Based on its review, the Board concluded that it was generally satisfied with each Fund's overall performance and portfolio management.

The Board members discussed with representatives of BNYM Adviser and Alcentra NY that the investment strategies to be employed by Alcentra NY in the management of each Fund's assets are currently expected to remain the same under the Sub-Advisory Agreement. The Board also considered the fact that existing management of Alcentra currently expects that the involvement of Messrs. Barris and Cronk in the portfolio management of the Funds will be unaffected by the Transaction. Based on its consideration and review of the foregoing, the Board concluded that, as to each Fund, these factors supported a decision to approve the Sub-Advisory Agreement and the Interim Sub-Advisory Agreement.

Management Fees and Sub-Advisory Fees and Expense Ratio. The Board considered the proposed fee payable under each Sub-Advisory Agreement, noting that the proposed fee would be paid by BNYM Adviser, as is the case under the Current Sub-Advisory Agreements, and, thus, would not impact the fees paid by the relevant Fund. At the 15(c) Meeting, the Board reviewed and considered, as to the relevant Fund, the contractual management fee payable by the Fund to BNYM Adviser pursuant to the Management Agreement and, in the case of each Sub-Advised Fund, the fee payable by BNYM Adviser to Alcentra NY pursuant to the Current Sub-Advisory Agreement. As to each Fund, the Board also reviewed reports prepared by Broadridge which included information comparing the Fund's actual and contractual management fees and total expenses with those of the same group of funds in the Performance Group (the "Expense Group") and with a broader group of funds (the "Expense Universe"), the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Board also reviewed the range of actual and contractual advisory fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board concluded that the fees paid to BNYM Adviser were appropriate under the circumstances and in light of the factors and the totality of the services provided.

At the August Meeting, the Board considered, as to each Fund, the proposed fee payable to Alcentra NY under the Sub-Advisory Agreement in relation to the fee paid to BNYM Adviser by the Fund and the respective services provided by Alcentra NY and BNYM Adviser. The Board noted, with respect to the Sub-Advised Funds, that the proposed fee would be the same as that payable under the Current Sub-Advisory Agreement for each such Fund, and that the proposed fee would be paid by BNYM Adviser, as is the case under the Current Sub-Advisory Agreements, and, thus, would not impact the fees paid by the Funds. As to each Fund, the Board reviewed updated reports prepared by Broadridge which included information comparing the Fund's actual and contractual management fees and total expenses with those of its Expense Group and Expense Universe, the information for which was derived in part from fund financial statements available to Broadridge as of the date of its analysis. The Board also reviewed the range of actual and contractual advisory fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons. The Board determined that, as to each Fund, the advisory fees and other expenses continued to be reasonable in light of the nature, extent and quality of the services to be provided to the Fund under the Management Agreement and Sub-Advisory Agreement. The Board

concluded that, as to each Fund, the proposed fee payable by BNYM Adviser to Alcentra NY in its capacity as sub-investment adviser was reasonable and appropriate.

Profitability. The Board recognized that, because the proposed fee payable under the Sub-Advisory Agreement to Alcentra NY would be paid by BNYM Adviser, and not the relevant Fund, an analysis of profitability was more appropriate in the context of the Board's consideration of the Management Agreement. At the 15(c) Meeting, the Board received and considered, as to the relevant Fund, a profitability analysis of BNYM Adviser and its affiliates in providing services to the Fund. BNYM Adviser representatives reviewed the expenses allocated and profit received by BNYM Adviser and its affiliates and the resulting profitability percentage for managing each Fund and the aggregate profitability percentage to BNYM Adviser and its affiliates for managing the funds in the BNY Mellon fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not excessive, given the services rendered and service levels provided by BNYM Adviser and its affiliates.

At the August Meeting, the Board noted that, as to each Fund, because Alcentra NY would no longer be an affiliate of BNYM Adviser after the Effective Date, the fee payable to Alcentra NY by BNYM Adviser under the Sub-Advisory Agreement would have the effect of potentially reducing BNYM Adviser's profitability with respect to the Fund. Therefore, the Board determined that BNYM Adviser's expected profitability should not be excessive in light of the nature, extent and quality of the services to be provided to the Fund after the Transaction. Consideration of profitability with respect to Alcentra NY was not relevant to the Board's determination to approve the Sub-Advisory Agreement and the Interim Sub-Advisory Agreement.

Economies of Scale. The Board recognized that, because the proposed fee payable under the Sub-Advisory Agreement to Alcentra NY would be paid by BNYM Adviser, and not the relevant Fund, an analysis of economies of scale was more appropriate in the context of the Board's consideration of the Management Agreement. At the 15(c) Meeting, the Board discussed, as to the relevant Fund, any economies of scale or other efficiencies that may result from increases in a Fund's assets. The Board noted that there are various ways to share potential economies of scale with Fund shareholders and that it appeared that the benefits of any economies of scale would be appropriately shared with shareholders.

At the August Meeting, the Board noted that no material impact to the analysis of economies of scale is expected as a result of the Transaction and that, to the extent in the future it were determined that material economies of scale had not been shared with a Fund, the Board would seek to have those economies of scale shared with the Fund.

Other Benefits to Alcentra NY. At the August Meeting, the Board considered, as to the relevant Fund, potential benefits to Alcentra NY from acting as sub-investment adviser and noted that no such ancillary benefits were indicated. At the August Meeting, the Board also considered the benefits to be received by BNY Mellon and Alcentra NY as a result of the Transaction and determined that any such ancillary benefits were reasonable.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, as to each Fund, the Board, including a majority of the Independent Board Members, approved, and recommends that shareholders of the Fund approve, the Sub-Advisory Agreement for the Fund.

Section 15(f) of the 1940 Act

With respect to each Fund, the Transaction was structured in reliance upon Section 15(f) of the 1940 Act. Section 15(f) of the 1940 Act provides, in part, that when a sale of an interest in an investment

adviser of a registered investment company occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. The first condition of Section 15(f) is that during the three-year period following the completion of the transaction, at least 75% of the investment company's board of directors must not be "interested persons" (as defined in the 1940 Act) of the investment adviser or predecessor adviser. Second, an "unfair burden" (as defined in the 1940 Act) must not be imposed on the investment company as a result of the transaction relating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term "unfair burden" includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any "interested person" (as defined in the 1940 Act) of such an adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company). BNYM Adviser, Alcentra NY and each Fund have agreed to comply with the conditions of Section 15(f) of the 1940 Act.

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REQUIRED VOTE AND THE BOARD'S RECOMMENDATION

As to each Fund, the approval of the Sub-Advisory Agreement requires the affirmative vote of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act). Such a majority means the affirmative vote of the holders of (a) 67% or more of the shares of the Fund present, in person or represented by proxy, at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are so present, or (b) more than 50% of the outstanding shares of the Fund, whichever is less.

THE BOARD MEMBERS PRESENT AT THE AUGUST MEETING, A MAJORITY OF WHOM ARE INDEPENDENT BOARD MEMBERS, UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE Sub-Advisory Agreement.

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VOTING INFORMATION

Quorum, Proxies and Voting at the Meeting

As to each Fund, a quorum is constituted for the Fund by the presence in person or by proxy of the holders of a majority of the Fund's shares entitled to vote at the Meeting. Virtual attendance at the Meeting shall constitute in person attendance for purposes of calculating a quorum. If a quorum is not present at the Meeting for a Fund, or if a quorum is present but sufficient votes to approve the proposal for the Fund are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies for the Fund. In determining whether to adjourn the Meeting with respect to the proposal for a Fund, the following factors may be considered: the nature of the proposal, the percentage of favorable votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Fund shareholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote by the holders of a majority of such Fund's shares eligible to vote that are represented at the Meeting virtually or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote "FOR" the proposal in favor of such adjournment, and will vote those proxies required to be voted "AGAINST" the proposal against any adjournment.

If you hold your shares directly (not through a broker-dealer, bank, insurance company or other intermediary), and if you return a signed proxy card that does not specify how you wish to vote on a proposal, your shares will be voted "FOR" the proposal. If a proxy is properly executed and returned marked with an abstention, the Fund shares represented thereby will be considered to be present at the Meeting for that Fund for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote "FOR" the proposal. For this reason, abstentions will have the effect of a "no" vote for the purpose of obtaining the requisite approval for the proposal.

Broker-dealer firms holding shares of a Fund in "street name" for the benefit of their clients will request the instructions of such clients on how to vote their shares before the Meeting. A broker-dealer that is a member of the New York Stock Exchange and that has not received instructions from a client prior to the date specified in the broker-dealer firm's request for voting instructions may not submit a proxy on behalf of such client's shares with respect the proposal. Ordinarily, broker non-votes, if any, would be counted as shares present and entitled to vote for purposes of determining whether a quorum is present, but would not be counted as a vote in favor of the proposal. However, because the proposal is considered non-routine, broker non-votes are inapplicable to this solicitation and will have no impact on establishing quorum or the votes cast for or against the proposal.

If you hold shares of a Fund through a broker-dealer (that is not a member of the New York Stock Exchange), bank, insurance company or other intermediary that has entered into a service agreement with the Fund or the Fund's distributor, such intermediary may be the record holder of your shares. At the Meeting, an intermediary will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a shareholder that does not specify how the shareholder's shares should be voted on the proposal may be deemed to authorize the intermediary to vote such shares in favor of the proposal. Depending on its policies, applicable law or contractual or other restrictions, an intermediary may be permitted to vote shares with respect to which it has not received voting instructions from its customers. In those cases, the intermediary may, but may not be required to, vote such shares in the same proportion as those shares for which the intermediary has received voting instructions. Because of this practice, a small number of shareholders could determine how a Fund votes, if other shareholders fail to vote.

With respect to BNYM Adviser-sponsored IRAs, the Individual Retirement Custodial Account Agreement governing the IRAs requires BNY Mellon, as the custodian of the IRAs, to vote Fund shares held in such IRAs in accordance with the IRA shareholder's instructions. BNY Mellon will solicit instructions from such IRA shareholders. To be effective, voting instructions must be received prior to the close of business on October 11, 2022. However, if no voting instructions are received, BNY Mellon may vote Fund shares held in the IRA in the same proportions as the Fund shares for which voting instructions are received from other BNYM Adviser-sponsored IRA shareholders. Therefore, if an IRA shareholder does not provide voting instructions prior to the Meeting, BNY Mellon will vote the IRA shares in the same proportions as it votes the shares for which properly conveyed instructions are timely received from other BNYM Adviser-sponsored IRA shareholders.

If you beneficially own shares that are held in "street name" through a broker-dealer or that are held of record by a bank or other intermediary, and you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer, bank or intermediary specific instructions as to how you want your shares to be voted.

Methods of Solicitation and Expenses

The cost of preparing, printing and mailing this Joint Proxy Statement and the attached Notice of Special Joint Meeting of Shareholders and the accompanying proxy card(s), as well as the costs associated with the proxy solicitation, which is estimated to total approximately $285,000, will be borne by BNYM Adviser and/or Alcentra and not the Funds. These costs will be borne by BNYM Adviser and/or Alcentra whether or not the Sub-Advisory Agreement is approved. Solicitation may be made by officers or employees of BNYM Adviser or Alcentra, or by dealers and their representatives. In addition to the use of the mail, proxies may be solicited personally or by telephone, and BNYM Adviser and/or Alcentra may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals. BNYM Adviser and/or Alcentra will retain AST Fund Solutions, LLC (the "Proxy Solicitor") to assist in the solicitation of proxies, primarily by contacting shareholders by telephone. The cost of the Proxy Solicitor is estimated to be approximately $88,100, which amount is included in the estimated total expenses listed above.

Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity. In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free telephone number directly to vote), the shareholder will be asked to provide or confirm certain identifiable information and to confirm that the shareholder has received the Joint Proxy Statement and proxy card(s). Within 72 hours of receiving such telephonic or electronically transmitted voting instructions from a shareholder, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation. Any Fund shareholder giving a proxy by telephone or electronically may revoke it at any time before it is exercised by sending a written notice of revocation to the proxy tabulator at the address listed on the proxy card, by submitting a new proxy to the Fund or by attending the Meeting and voting virtually.

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ADDITIONAL INFORMATION

Custodian and Transfer and Dividend-Paying Agent and Registrar

BNY Mellon, located at 240 Greenwich Street, New York, New York 10286, serves as custodian for the assets of each Fund pursuant to a custody agreement. For the respective Fund's most recent fiscal year, BNY Mellon charged the High Yield Strategies Fund, Target Term Fund and Multi-Strategy Fund, $16,064, $208,723 and $125,343, respectively, pursuant to the custody agreement.

Computershare Inc., located at 480 Washington Boulevard, Jersey City, New Jersey 07310, acts as each Fund's Transfer Agent, Dividend-Paying Agent and Registrar.

Payments to Affiliated Brokers

As to each Fund, during the Fund's most recent fiscal year, the Fund did not pay any commissions to affiliated brokers.

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