As filed with the Securities and Exchange Commission on August 1, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-22770
NEUBERGER BERMAN MLP INCOME FUND INC.
(Exact Name of Registrant as specified in charter)
c/o Neuberger Berman Investment Advisers LLC
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
(Address of Principal Executive Offices – Zip Code)
Registrant's telephone number, including area code: (212) 476-8800
Robert Conti
Chief Executive Officer and President
Neuberger Berman MLP Income Fund Inc.
c/o Neuberger Berman Investment Advisers LLC
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
Arthur C. Delibert, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006-1600
(Names and Addresses of agents for service)
Date of fiscal year end: November 30
Date of reporting period: May 31, 2016
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940, as amended (“Act”) (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
 

Item 1. Report to Stockholders.
Following is a copy of the semi-annual report transmitted to stockholders pursuant to Rule 30e-1 under the Act.
 

 









Neuberger Berman
MLP Income Fund Inc.










  
 
 
               

Semi-Annual Report

May 31, 2016

 

 
 

 
  
 
 
               
 
  Contents  
   
  PRESIDENT’S LETTER 1
   
  PORTFOLIO COMMENTARY 2
   
  SCHEDULE OF INVESTMENTS 7
   
  FINANCIAL STATEMENTS 10
   
  FINANCIAL HIGHLIGHTS/PER SHARE DATA 21
   
   
  Distribution Reinvestment Plan 23
   
  Directory 26
   
  Proxy Voting Policies and Procedures 27
   
  Quarterly Portfolio Schedule 27
   
  Privacy Notice Located after the Fund’s Report







The “Neuberger Berman” name and logo are registered service marks of Neuberger Berman Group LLC. “Neuberger Berman Investment Advisers LLC” is either a service mark or a registered service mark of Neuberger Berman Investment Advisers LLC. ©2016 Neuberger Berman Investment Advisers LLC. All rights reserved.


 

 

President’s Letter

Dear Stockholder,

I am pleased to present the semi-annual report for Neuberger Berman MLP Income Fund Inc., covering the six months ended May 31, 2016. The report includes portfolio commentary, a listing of the Fund’s investments, and its unaudited financial statements for the reporting period.

The Fund seeks to provide total return with an emphasis on cash distributions. To pursue this objective, we have assembled a portfolio that consists primarily of Master Limited Partnerships (MLPs) and select companies that have economic characteristics substantially similar to MLPs. The portfolio currently emphasizes midstream natural resources companies, which provide the infrastructure to move oil and gas from the areas of production to the market, with a particular preference for natural gas-oriented companies.

On March 31, 2016, we announced a restructuring of the Fund’s leverage facility resulting in a $200 million facility, reduced from $500 million, that gives the Fund access to up to $100 million of fixed-rate, fixed-term loan and up to $100 million of floating-rate revolving debt. As of May 31, 2016, the Fund had $120 million of leverage outstanding.

This restructuring and the reduction in leverage followed a period of volatility and price depreciation in the market for MLPs that affected the Fund’s net asset value and caused the Fund to reduce the amount of its outstanding borrowings. When the Fund restructured its leverage facility, it also announced a reduction in its per share common stock distribution to $0.055 per month. The reduction in distribution was the result of a number of factors, including the challenging market environment experienced by MLPs, the degree of the Fund’s deleveraging, the amount of distributable cash flow expected to be received by the Fund, the amount of leverage the Fund expected to employ going forward and the associated costs of such leverage. Looking forward, with the Fund maintaining a more suitable amount of leverage given its current asset level, and with our expectations of a positive outlook for growth in distributable cash flow from portfolio investments, we remain optimistic about the Fund’s ability to build on the current distributions if, as we expect, the MLP market continues to normalize.

Thank you for your confidence in the Fund.

Sincerely,


Robert Conti
President and CEO
Neuberger Berman MLP Income Fund Inc.

1



 

Neuberger Berman MLP Income Fund Inc. Portfolio Commentary

Neuberger Berman MLP Income Fund Inc. produced a -16.09% return on a net asset value (NAV) basis for the six months ended May 31, 2016, underperforming its benchmark, the Alerian MLP Index, which posted a 5.22% return for the same period. (Fund performance on a market price basis is provided in the table immediately following this letter.)

This six-month period was exceptionally volatile for the energy space in general and particularly for the Fund. Crude oil prices plummeted during the first half of the period, hitting a bottom on February 11 and dramatically impacting Master Limited Partnership (MLP) stock prices. Since then, crude oil prices have somewhat rebounded, as have prices for MLPs. General Partnerships (GPs), because of their unique growth characteristics and premium valuation, have underperformed during this severe energy market downturn as we would tend to expect in such an environment. However, we used the February slump to add to certain existing positions, and these holdings have since rebounded sharply.

In our view, negative market sentiment was extreme and fears overblown. Although some MLPs, predominantly those upstream companies that have substantial commodity price exposure, had to cut or eliminate distributions, nearly all of our holdings either maintained or raised distributions. In our opinion, the MLP model is not broken, and MLPs’ access to the equity and debt markets is improving.

We continue to maintain a portfolio focused on midstream energy companies with a particular focus on GPs and natural gas-oriented companies. At period-end, approximately 27% of the Fund’s assets were allocated to publicly traded GPs, which are not represented in the benchmark. Additionally, we look to capitalize on what we see as emerging long-term trends, such as the U.S. becoming a significant energy exporter of crude oil, natural gas, and refined products. We believe demand for ethane, a byproduct of natural gas, is poised to increase as petrochemical plants are built along the Gulf Coast and a viable export market develops. We have invested in companies that transport ethane and can benefit from this emerging trend. We also invest in natural gas companies that we believe are well positioned in the prolific natural gas supply basins in the Marcellus and Utica Basins. We look for companies that have a substantial portion of their revenues underpinned by long-term contracts, generate stable cash flows, and appear to have attractive growth opportunities.

Over the reporting period, the use of leverage had a negative impact on the Fund’s NAV performance, as leverage will amplify the directional movement of a fund’s common share NAV, resulting in greater losses in a declining market. This was moderated at certain times during the reporting period, as we reduced the amount of leverage employed and maintained a cash position designed to reduce the Fund’s exposure to market volatility.

While this reporting period was volatile and challenging, we believe the long-term outlook for MLPs remains strong. It is our opinion that the MLPs in our fund have stable and growing businesses that can support the current level of Fund distributions and will be able to support future distribution increases, although there is, of course, no assurance that such distribution levels will continue or increase. The U.S. sits on an abundant and relatively cheap resource base of crude oil, natural gas, and natural gas liquids. In our view, MLPs will continue to play a vital role in building the infrastructure to facilitate the development of this resource base as well as the infrastructure to reach both domestic and foreign markets. We believe that the Fund’s holdings are positioned to make the requisite infrastructure investments and that the Fund has the ability to realize the resulting growth in cash flows and distributions from these investments.

Sincerely,

Douglas Rachlin
Lead Portfolio Manager

Yves C. Siegel
Portfolio Manager

2


 

The portfolio composition, industries and holdings of the Fund are subject to change without notice.

The opinions expressed are those of the Fund’s portfolio managers. The opinions are as of the date of this report and are subject to change without notice.

The value of securities owned by the Fund, as well as the market value of shares of the Fund’s common stock, may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional, national or global political, social or economic instability; regulatory or legislative developments; price, currency and interest rate fluctuations, including those resulting from changes in central bank policies; and changes in investor sentiment.

3



 

TICKER SYMBOL
  MLP Income Fund Inc. NML
 
PORTFOLIO BY TYPE OF SECURITY
(as a % of Total Investments)
Master Limited Partnerships and
Related Companies 97.0 %
Convertible Preferred Stock 2.6
Short-Term Investments 0.4
Total 100.0 %
PERFORMANCE HIGHLIGHTS
Six Month Average Annual Total Return
Inception Period Ended Ended 05/31/2016
  Date* 05/31/2016 1 Year Life of Fund
At NAV1       03/25/2013       -16.09%       -48.26%       -15.18%
At Market Price2 03/25/2013 -22.34% -51.46% -19.82%
Index  
Alerian MLP Index3 5.22% -24.20% -5.58%

* Date of initial public offering. The Fund commenced operations on March 28, 2013.

 

Closed-end funds, unlike open-end funds, are not continually offered. Generally, there is an initial public offering and, once issued, shares of common stock of closedend funds are sold in the secondary market on a stock exchange.

 

The performance data quoted represent past performance and do not indicate future results. Current performance may be lower or higher than the performance data quoted. For more current performance data, please visit www.nb.com/cef-performance.

 

The results shown in the table reflect the reinvestment of income dividends and other distributions, if any. The results do not reflect the effect of taxes a stockholder would pay on Fund distributions or on the sale of shares of the Fund’s common stock.

 

The investment return and market price will fluctuate and shares of the Fund’s common stock may trade at prices above or below NAV. Shares of the Fund’s common stock, when sold, may be worth more or less than their original cost.





4



 

Endnotes

1 Returns based on the NAV of the Fund.
        
2 Returns based on the market price of shares of the Fund’s common stock on the NYSE MKT.
 
3 Please see “Description of Index” on page 6 for a description of the index.

For more complete information on Neuberger Berman MLP Income Fund Inc., call Neuberger Berman Investment Advisers LLC (“Management”) at (800) 877-9700, or visit our website at www.nb.com.

5



 

Description of Index

Alerian MLP Index: The index is a float-adjusted, capitalization-weighted index that measures the performance of energy Master Limited Partnerships (MLPs). The index’s constituents represent approximately 85% of total float-adjusted market capitalization.

Please note that the index does not take into account any fees and expenses or any tax consequences of investing in the individual securities that it tracks and that individuals cannot invest directly in any index. Data about the performance of this index are prepared or obtained by Management and include reinvestment of all income dividends and other distributions, if any. The Fund may invest in securities not included in the above described index and generally does not invest in all securities included in the index.

6



 

Schedule of Investments MLP Income Fund Inc. (Unaudited)

5/31/16

 
NUMBER OF SHARES VALUE
 
 
Master Limited Partnerships and Related Companies (120.7%)
 
Coal & Consumable Fuels (6.3%)
1,922,561 Alliance Holdings GP, L.P. $ 31,203,165 a
       
Leisure Facilities (9.9%)
814,086 Cedar Fair L.P. 48,869,582 a
 
Oil & Gas Storage & Transportation (98.8%)
1,000,000       American Midstream Partners LP 12,300,000 a
400,000 Antero Midstream Partners LP 9,840,000 a
200,000 DCP Midstream Partners, LP 6,706,000 a
1,100,000 Energy Transfer Equity, L.P. 13,904,000 a
4,500,000 Energy Transfer Equity, L.P. 42,544,475 bce
1,400,000 Energy Transfer Partners, L.P. 50,764,000 a
1,650,000 Enterprise Products Partners L.P. 45,804,000 a
280,260 EQT GP Holdings LP 7,314,786 a
396,000 EQT Midstream Partners, LP 29,846,520 a
360,000 MPLX LP 11,484,000 a
250,000 NuStar Energy L.P. 12,292,500 a
1,343,571 NuStar GP Holdings, LLC 33,629,582 a
1,650,000   ONEOK, Inc. 71,362,500 a
200,000 ONEOK Partners, L.P. 7,590,000 a
700,000 Spectra Energy Corp 22,302,000 a
80,000 Spectra Energy Partners, LP   3,595,200 a
300,000 Sunoco Logistics Partners L.P. 8,235,000 a
150,000 Targa Resources Corp. 6,424,500 a
2,180,000 Teekay LNG Partners L.P. 30,454,600 a
781,061 Western Gas Equity Partners, LP 32,843,615 a
  600,000 Western Gas Partners, LP 29,898,000 a
489,135,278
 
Propane (2.0%)
116,000 AmeriGas Partners, L.P. 5,322,080 a
136,000 Suburban Propane Partners, L.P. 4,700,160 a
10,022,240
 
Utilities (3.7%)
640,000 NextEra Energy Partners LP 18,259,200 a
       Total Master Limited Partnerships and Related Companies (Cost $649,967,451) 597,489,465
 
Convertible Preferred Stock (3.2%)
 
Oil & Gas Storage & Transportation (3.2%)
4,500,000 Energy Transfer Equity, L.P., Preferred (Cost $787,500) 16,006,564 be
 
Short-Term Investment (0.5%)
2,207,283 Invesco STIT Treasury Portfolio Money Market Fund Institutional Class, 0.24%
(Cost $2,207,283) 2,207,283 d
       Total Investments (124.4%) (Cost $652,962,234) 615,703,312
       Other Assets Less Liabilities [(24.4%)] (120,798,793 )
       Net Assets Applicable to Common Stockholders (100.0%) $ 494,904,519

(a) All or a portion of this security is pledged with the custodian for loans payable.
     
(b) Security fair valued as of 5/31/2016 in accordance with procedures approved by the Fund’s Board of Directors. Total value of all such securities at 5/31/2016 amounted to $58,551,039, which represents 11.8% of net assets applicable to common stockholders of the Fund.
 
(c) Non-income producing security.
 
(d) Represents 7-day effective yield as of 5/31/2016.
 
See Notes to Financial Statements 7

 

 

Schedule of Investments MLP Income Fund (Unaudited) (cont’d)

 

The following is a summary, categorized by Level (see Note A), of inputs used to value the Fund’s investments as of May 31, 2016:


Asset Valuation Inputs

Investments: Level 1 Level 2 Level 3 (a) Total
Master Limited Partnerships and Related Companies                        
       Coal & Consumable Fuels $ 31,203,165 $ $ $ 31,203,165
       Leisure Facilities 48,869,582 48,869,582
       Oil & Gas Storage & Transportation   446,590,803   42,544,475 489,135,278
       Propane 10,022,240     10,022,240
       Utilities 18,259,200 18,259,200
Total Master Limited Partnerships and Related Companies 554,944,990   42,544,475 597,489,465
Convertible Preferred Stock    
       Oil & Gas Storage & Transportation 16,006,564 16,006,564
Short-Term Investment 2,207,283 2,207,283
Total Investments $ 554,944,990 $ 2,207,283 $ 58,551,039 $ 615,703,312

        (a)  The following is a reconciliation between the beginning and ending balances of investments in which unobservable inputs (Level 3) were used in determining value:
 
                                               
Net change
in unrealized
appreciation/
(depreciation)
from investments
still held as of
5/31/2016
 
                                                 
                                                 
           
Change in
unrealized
appreciation/
(depreciation)
                             
   
Beginning
balance
as of
12/1/2015
 
Accrued
discounts/
(premiums)
 
Realized
gain/
(loss)
             
Transfers
in to
Level 3
 
Transfers
out of
Level 3
 
Balance
as of
5/31/2016
   
Investments in
Securities
                           
       
 
 
Purchases
 
Sales
         
Master Limited
  
 
  
 
  
 
  
     
  
 
  
 
  
   
  
 
  
   
  
     
Partnerships
                                                   
and Related
                                                   
Companies
                                               
 
 
       Oil & Gas
                                                   
       Storage &
                 
 
                               
       Transportation
 
$—
 
$—
 
$—
 
     $
(15,412,950
)
 
$  —
 
$—
 
$
57,957,425
 
$—
 
$
42,544,475
 
         $
(15,412,950
)
Convertible
 
     
 
     
 
   
 
   
 
                     
Preferred Stock
 
 
 
 
   
 
         
 
   
 
                   
       Oil & Gas
                   
 
           
 
 
 
 
   
 
   
       Storage &
                           
 
 
 
 
 
             
       Transportation
 
$—
 
$—
 
$—
   
15,219,064
   
$  —
 
$—
 
$
787,500
 
$—
   
16,006,564
   
15,219,064
 
Total
 
$—
 
$—
 
$—
 
$
(193,886
)
 
$  
 
$—
 
$
58,744,925
 
$—
 
$
58,551,039
 
$
(193,886
)
 

As of the six months ended May 31, 2016, certain securities were transferred from one level (as of November 30, 2015) to another. Based on beginning of period market values as of December 1, 2015, approximately $85,230,000 was transferred from Level 1 to Level 3 due to the Fund’s election to participate in a private placement offer in which the Fund agreed to restrict certain common shares in exchange for additional shares of restricted convertible preferred units.

 
See Notes to Financial Statements 8

 

 

Schedule of Investments MLP Income Fund (Unaudited) (cont’d)

 

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of May 31, 2016:


                                 
Impact to
valuation
from an
increase
in input
                                 
                                 
   
Asset
class
 
Fair value
at 5/31/2016
 
Valuation
techniques
 
Unobservable
inputs
       
Input
Value
 
       
 
   
Range
   
Energy Transfer Equity, L.P.
    
 
    
   
    
 
    
Quarterly Cash
    
   
    
   
    
 
   
Master Limited
           
Distribution
 
$
0.285 - $0.285
 
     $
0.285
 
Increase
   
Partnerships
 
         
Discount
               
   
and Related
       
Income
 
for Lack of
 
             
   
Companies
 
  $
42,544,475
 
Approach
 
Marketability
 
 
8.9% - 8.9%
   
8.9%
 
Decrease
 
 
     
 
 
   
Quarterly Cash
   
 
 
 
 
   
   
 
       
 
 
Distribution
 
$
0.285 - $0.285
 
$
0.285
 
Increase
       
 
       
Discount
         
 
 
 
   
Convertible
       
Income
 
for Lack of
               
Energy Transfer Equity, L.P.
 
Preferred Stock
   
16,006,564
 
Approach
 
Marketability
   
8.9% - 8.9%
   
8.9%
 
Decrease

(e) These securities have been deemed by the investment manager to be illiquid, and are restricted securities subject to restrictions on resale.
            

At 5/31/2016, these securities amounted to approximately $58,551,039, which represents 11.8% of net assets applicable to common stockholders.

 
           
 
       
Fair Value
Percentage of
Net Assets
Applicable
to Common
Stockholders as
of 5/31/2016
   
     
   
Acquisition
Cost Percentage
of Net Assets
Applicable
to Common
Stockholders as
 of Acquisition 
Date
     
   
     
 
Acquisition
Date
 
Acquisition
Cost
 
Value as of
5/31/2016
 
Restricted Security
   
 
Energy Transfer Equity, L.P.
3/16/2016
 
$
57,957,425
 
14.8%
 
$
42,544,475
 
8.6%
Energy Transfer Equity, L.P., Preferred
3/16/2016
 
 
787,500
 
0.2   
 
 
16,006,564
 
3.2   
     
$
58,744,925
     
$
58,551,039
 
11.8%
 

See Notes to Financial Statements 9
 

 
 

Statement of Assets and Liabilities (Unaudited)

Neuberger Berman
MLP INCOME
FUND INC.
May 31, 2016
Assets                
Investments in securities, at value* (Note A)—see Schedule of Investments:
Unaffiliated issuers $615,703,312
Dividends and interest receivable 284,493
Prepaid expenses and other assets 7,163
Total Assets 615,994,968
Liabilities
Loans payable (Note A) 120,000,000
Distributions payable—common stock 139,584  
Payable to investment manager (Note B) 383,353
Payable to administrator (Note B) 127,785
Payable to directors 171
Interest payable (Note A) 9,563
Accrued expenses and other payables   429,993
Total Liabilities 121,090,449
Net Assets applicable to Common Stockholders $494,904,519
Net Assets applicable to Common Stockholders consist of:
Paid-in capital—common stock 864,781,787
Accumulated net investment income (loss), net of income taxes 2,326,817
Accumulated net realized gains (losses) on investments, net of income taxes (291,996,983 )
Net unrealized appreciation (depreciation) in value of investments, net of income taxes (80,207,102 )
Net Assets applicable to Common Stockholders $494,904,519
Shares of Common Stock Outstanding ($.0001 par value; 1,000,000,000 shares authorized) 56,658,928
Net Asset Value Per Share of Common Stock Outstanding $8.73
 
* Cost of Investments $652,962,234

See Notes to Financial Statements 10
 

 

Statement of Operations (Unaudited)

Neuberger Berman

MLP INCOME
FUND INC.
For the
        Six Months        
Ended
May 31, 2016
Investment Income:
Income (Note A):
Dividend income from master limited partnerships and related companies (includes $5,177,328 from
       affiliated issuers (Note E)) $24,003,191
Return of capital on dividends (21,021,358 )
Net dividend income from master limited partnerships and related companies 2,981,833
Interest Income—unaffiliated issuers 18,566
Total income $3,000,399
Expenses:
Investment management fees (Note B) 2,196,984
Administration fees (Note B) 732,328
Audit fees 55,249
Custodian and accounting fees 105,151
Insurance expense 22,241
Legal fees 125,099
Stock exchange listing fees 6,298
Stockholder reports 78,900
Stock transfer agent fees   10,038
Interest expense (Note A) 3,701,722
Directors’ fees and expenses 20,355
Franchise tax expense 198,890
Fees on prepayment of loans 4,203,658
Miscellaneous 15,424
Total expenses 11,472,337
Net investment income (loss) $(8,471,938 )
Realized and Unrealized Gain (Loss) on Investments (Note A):
Net realized gain (loss) on:
Sales of investment securities of unaffiliated issuers (260,407,891 )
Sales of investment securities of affiliated issuers (38,914,012 )
Change in net unrealized appreciation (depreciation) in value of:
Unaffiliated investment securities 168,160,305
Affiliated investment securities 30,531,674
Net gain (loss) on investments (100,629,924 )
Net increase (decrease) in net assets applicable to Common Stockholders resulting from operations $(109,101,862 )
 
See Notes to Financial Statements 11

 

Statements of Changes in Net Assets

Neuberger Berman

MLP INCOME FUND INC.
Six Months
      Ended      
May 31, 2016 Year Ended
(Unaudited) November 30, 2015
Increase (Decrease) in Net Assets Applicable to Common Stockholders:
From Operations (Note A):
Net investment income (loss) $(8,471,938 ) $(4,380,289 )
Net realized gain (loss) on investments (299,321,903 ) 12,353,048
Change in net unrealized appreciation (depreciation) of investments 198,691,979 (472,558,936 )
Net increase (decrease) in net assets applicable to common stockholders
       resulting from operations (109,101,862 ) (464,586,177 )
Distributions to Common Stockholders From (Note A):
Tax return of capital   (29,993,711 ) (71,224,511 )
From Capital Share Transactions (Note D):    
Proceeds from reinvestment of dividends and distributions 755,606   276,607
Total net proceeds from capital share transactions 755,606 276,607
Net Increase (Decrease) in Net Assets Applicable to Common Stockholders (138,339,967 ) (535,534,081 )
Net Assets Applicable to Common Stockholders:  
Beginning of period 633,244,486 1,168,778,567
End of period        $494,904,519 $633,244,486
Accumulated net investment income (loss) at end of period $2,326,817 $10,798,755

See Notes to Financial Statements 12
 

 

Statement of Cash Flows (Unaudited)

Neuberger Berman

MLP INCOME
FUND INC.
For the
Six Months
Ended
May 31, 2016
Increase (Decrease) in cash:                
Cash flows from operating activities:
Net decrease in net assets applicable to Common Stockholders resulting from operations        $(109,101,862 )
       Adjustments to reconcile net decrease in net assets applicable to Common Stockholders
              resulting from operations to net cash provided by operating activities:
       Changes in assets and liabilities:
              Purchase of investment securities (184,187,104 )
              Proceeds from disposition of investment securities 301,993,516
              Purchase/sale of short-term investment securities, net 46,101,148
              Increase in dividends and interest receivable   (219,477 )
              Decrease in prepaid expenses and other assets 163,379
              Decrease in payable for securities purchased (1,719,842 )
              Decrease in payable to investment manager (224,576 )
              Decrease in payable to administrator (74,858 )
              Decrease in payable to directors (1,372 )
              Decrease in interest payable (17,920 )
              Increase in accrued expenses and other payables 54,410
              Return of capital on dividends 21,021,358
              Unrealized (appreciation)/depreciation on securities (198,691,979 )
              Net realized (gain)/loss from investments 299,321,903
Net cash provided by (used in) operating activities $174,416,724
Cash flows from financing activities:
       Cash distributions paid on common stock (29,416,724 )
       Cash receipts from loan borrowings 20,000,000
       Cash disbursement from loan repayments (225,000,000 )
Net cash provided by (used in) financing activities (234,416,724 )
       Net increase (decrease) in cash (60,000,000 )
Cash:
       Beginning balance 60,000,000
       Ending balance $—
Supplemental disclosure
       Reinvestment of dividends and distributions $755,606
       Cash paid for interest $3,719,642

See Notes to Financial Statements 13
 

 

Notes to Financial Statements Neuberger Berman MLP
Income Fund Inc. (Unaudited)

Note A—Summary of Significant Accounting Policies:

1 General: Neuberger Berman MLP Income Fund Inc. (the “Fund”) was organized as a Maryland corporation on November 16, 2012 as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s Board of Directors (the “Board”) may classify or re-classify any unissued shares of capital stock into one or more classes of preferred stock without the approval of stockholders.
 
          

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies.”

 

The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires Neuberger Berman Investment Advisers LLC(1) (“Management”) to make estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates.

 
2 Portfolio valuation: In accordance with Accounting Standards Codification (“ASC”) 820 “Fair Value Measurement” (“ASC 820”), all investments held by the Fund are carried at the value that Management believes the Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions. Various inputs, including the volume and level of activity for the asset or liability in the market, are considered in valuing the Fund’s investments, some of which are discussed below. 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 observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, amortized cost, etc.)
 
 
 
 
Level 3 – unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing an investment are not necessarily an indication of the risk associated with investing in those securities.

 

The value of the Fund’s investments in equity securities (including master limited partnerships) and preferred stock, for which market quotations are readily available, is generally determined by Management by obtaining valuations from independent pricing services based on the latest sale price quoted on a principal exchange or market for that security (Level 1 inputs). Securities traded primarily on the NASDAQ Stock Market are normally valued at the NASDAQ Official Closing Price (“NOCP”) provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:02 p.m., Eastern Time, unless that price is outside the range of the “inside” bid and asked prices (i.e., the bid and asked prices that dealers quote to each other when trading for their own accounts); in that case, NASDAQ will adjust the price to equal the inside bid or asked price, whichever is closer. Because of delays in reporting trades, the NOCP may not be based on the price of the last trade to occur before the market closes. If there is no sale of a security on a particular day, the independent pricing services may value the security based on market quotations.

          
(1) Please note, as explained further in Note F to the Financial Statements, effective January 1, 2016, Neuberger Berman Management LLC transferred its rights and obligations to Management.

14



 

           Management has developed a process to periodically review information provided by independent pricing services for all types of securities.
          
           Investments in non-exchange traded investment companies are valued using the respective fund’s daily calculated net asset value 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, Management seeks to obtain quotations from brokers or dealers (generally considered Level 2 or Level 3 inputs depending on the number of quotes available). If such quotations are not readily available, the security is valued using methods the Board has approved in the good-faith belief that the resulting valuation will reflect the fair value of the security. Numerous factors may be considered when determining the fair value of a security based on Level 2 or Level 3 inputs, including available analyst, media or other reports, trading in futures or American Depositary Receipts (“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.
          
3 Securities transactions and investment income: Securities transactions are recorded on trade date for financial reporting purposes. Dividend and distribution income is recorded on the ex-dividend date. Distributions received from the Fund’s investments in master limited partnerships or limited liability companies that have economic characteristics substantially similar to master limited partnerships (collectively, “MLPs”) generally are comprised of ordinary income and return of capital from the MLPs. The Fund allocates distributions between income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on information provided by each MLP and other industry sources. These estimates may subsequently be revised based on actual allocations received from MLPs after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Fund. For the six months ended May 31, 2016, the Fund estimated the allocation of investment income and return of capital for the distributions received from MLPs within the Statement of Operations to be approximately 0.7% as income and approximately 99.3% as return of capital.
          
Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including accretion of original issue discount, where applicable, and accretion of discount on short-term investments, if any, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on the basis of identified cost and stated separately in the Statement of Operations.
          
4 Income tax information: The Fund, as a corporation, is obligated to pay federal and state income tax on its taxable income. Currently, the highest regular marginal federal income tax rate for a corporation is 35%. The Fund may be subject to a 20% federal alternative minimum tax (“AMT”) on its federal alternative minimum taxable income to the extent that its AMT exceeds its regular federal income tax.
          

At May 31, 2016, the cost of investments for U.S. federal income tax purposes was $579,079,269. Gross unrealized appreciation of investments was $129,737,239 and gross unrealized depreciation of investments was $93,113,196 resulting in net unrealized appreciation of $36,624,043 based on cost for U.S. federal income tax purposes.

 

The Fund invests its assets primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund reports its allocable share of the MLP’s taxable income or loss in computing its own taxable income or loss. The Fund’s income tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.



15


 

Components of the Fund’s deferred tax assets and liabilities as of May 31, 2016, are as follows:

Deferred tax assets:
       Net operating loss carryforwards $ 37,322,591
       Capital loss carryforwards 122,692,889
Total deferred tax asset, before valuation allowance 160,015,480
       Valuation allowance (142,687,669 )
Net deferred tax asset, after valuation allowance 17,327,811
Deferred tax liabilities:
       Unrealized gains on investment securities 17,327,811
Total net deferred tax asset

At May 31, 2016, a valuation allowance on deferred tax assets was deemed necessary because Management believes it is more likely than not that the Fund will not be able to recognize its deferred tax assets through future taxable income. The impact of any adjustments to the Fund’s estimates of future taxable income will be made in the same period that such determination is made. The Fund recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained upon examination by the tax authorities based on the technical merits of the tax position. The Fund’s policy is to record interest and penalties on uncertain tax positions as part of tax expense. As of May 31, 2016, the Fund had no uncertain tax positions.

Total income tax benefit differs from the amount computed by applying the federal statutory income tax rate of 35% to net investment loss and net realized and unrealized gains on investments for the six months ended May 31, 2016, as follows:

          Application of statutory income tax rate $ (38,185,652 )
State income tax benefit, net of federal tax benefit (2,216,186 )
Tax benefit on permanent items (978,790 )
Valuation allowance 41,380,628
Total income tax benefit $

Total income taxes are computed by applying the federal statutory rate plus a blended state income tax rate.

Net operating loss carryforwards and capital loss carryforwards are available to offset future taxable income. The Fund has the following net operating loss carryforwards and capital loss carryforwards amounts:

Net Operating Loss
Fiscal Period Ended Carryforwards Expiration
November 30, 2014      $87,990,297              November 30, 2034
May 31, 2016 5,540,737 May 31, 2036
  $93,531,034
       
Capital Loss
Fiscal Period Ended Carryforwards Expiration
November 30, 2014 $ 10,417,472 November 30, 2019
November 30, 2015 23,361,453 November 30, 2020
May 31, 2016 297,358,025 November 30, 2021
$ 331,136,950

16



 

5 Distributions to common stockholders: It is the policy of the Fund to declare quarterly and pay monthly distributions to common stockholders. The Fund has adopted a policy to pay common stockholders a stable monthly distribution. The Fund currently intends to pay distributions out of its distributable cash flow, which generally consists of cash and paid-in-kind distributions from MLPs or their affiliates, dividends from common stocks, interest from debt instruments and income from other investments held by the Fund less current or accrued operating expenses of the Fund, including taxes on Fund taxable income and leverage costs. Distributions to common stockholders relating to in-kind dividends or distributions received by the Fund on its investments will be paid in cash or additional shares of common stock. There is no assurance that the Fund will always be able to pay distributions of a particular size. The composition of the Fund’s distributions for the calendar year 2016 will be reported to Fund stockholders on IRS Form 1099DIV. Distributions to common stockholders are recorded on the ex-date.
          
The Fund invests a significant portion of its assets in MLPs. The distributions the Fund receives from MLPs are generally composed of income and/or return of capital, but the MLPs do not report this information to the Fund until the following calendar year. At May 31, 2016, the Fund estimated these amounts within the financial statements since the information is not available from the MLPs until after the Fund’s fiscal year-end. For the six months ended May 31, 2016, the character of distributions paid to stockholders disclosed within the Statement of Changes in Net Assets is based on estimates made at that time. All estimates are based upon MLP information sources available to the Fund. Based on past experience with MLPs, it is likely that a portion of the Fund’s distributions during the current fiscal year will be considered tax return of capital, but the actual amount of the tax return of capital, if any, is not determinable until after the Fund’s fiscal year-end. After calendar year-end, the Fund learns the nature of the distributions paid by MLPs during the previous year. After all applicable MLPs have informed the Fund of the actual breakdown of distributions paid to the Fund during its fiscal year, estimates previously recorded are adjusted on the books of the Fund to reflect actual results. As a result, the composition of the Fund’s distributions as reported herein may differ from the final composition determined after fiscal year-end and reported to Fund stockholders on IRS Form 1099DIV.
          
On March 31, 2016, the Fund declared a monthly distribution to common stockholders in the amount of $0.055 per share payable on June 30, 2016 to common stockholders of record on June 15, 2016 with an ex-date of June 13, 2016. Subsequent to May 31, 2016, the Fund declared three monthly distributions to common stockholders in the amount of $0.055 per share per month, payable on July 29, 2016, August 31, 2016, and September 30, 2016, to common stockholders of record on July 15, 2016, August 15, 2016, and September 15, 2016, respectively.
          
6 Expense allocation: Certain expenses are applicable to multiple funds within the complex of related investment companies. 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 or series thereof in the complex on the basis of relative net assets, except where a more appropriate allocation of expenses to each of the investment companies or series thereof in the complex can otherwise be made fairly.
          
7 Financial leverage: In July 2013, the Fund entered into a $500 million secured, committed, margin facility (the “Facility”) with Merrill Lynch Professional Clearing Corp that had a 270-day rolling term that reset daily. Under the Facility, interest was charged on LIBOR Loans at an adjusted LIBOR rate and was payable on the last day of each interest period. On April 14, 2015, the Fund terminated the Facility and entered into a $500 million secured, committed, leverage facility (the “New Facility”) with Société Générale, consisting of $300 million in committed floating-rate debt financing and $200 million in committed fixed-rate debt financing.
          
On January 15, 2016, the Fund entered into an amendment to the credit agreement underlying the New Facility (the “January Amendment”). The January Amendment waived prior compliance with, and amended certain terms relating to, the Fund’s levels of net assets and the covenant relating to distributions; amended certain other terms relating to margin requirements; and reduced the amount of permitted leverage. On March 31, 2016, the


17



 

           Fund entered into an additional amendment to the credit agreement underlying the New Facility (the “March Amendment”). The March Amendment decreased the lender’s total commitment from $500 million to $200 million, bringing the amount of available debt financing in line with the Fund’s then-current asset level, and amended the terms of the commitment fees and duration of the floating-rate revolving portion of the Facility. The Fund paid $4,203,658 in breakage expenses/penalty fees in connection with reducing the principal amount of it fixed-rate loans, which is included in the Fees on prepayment of loans line item that is reflected in the Statement of Operations. The Fund now has access to committed financing of up to $100 million in floating-rate debt and $100 million in fixed-rate debt, consisting of a $50 million loan due April 14, 2020 and $50 million loan due April 14, 2022. Under the New Facility, interest is charged on floating-rate loans based on an adjusted LIBOR rate and is payable on the last day of each interest period. Interest is charged on the two fixed rate loans at 3.28% and 3.64%, respectively, and interest is payable on the last day of each interest period.
          

The Fund is required to pay a commitment fee under the New Facility if the level of debt outstanding falls below a certain percentage. During the reporting period the Fund was required to pay this commitment fee. The commitment fee is included in the Interest expense line item that is reflected in the Statement of Operations. Under the terms of the New Facility, the Fund is also required to satisfy certain collateral requirements and maintain a certain level of net assets.

 

For the period from December 1, 2015 to May 31, 2016, the average principal balance and interest rate was approximately $179 million and 3.47%, respectively. At May 31, 2016, the principal balance outstanding under the Facility was $120 million.

          
8 Concentration of risk: Under normal market conditions, the Fund will concentrate in MLPs, many of which operate in the natural resources industry. The natural resources industry includes companies involved in: exploration and production, refining and marketing, coal and metals mining, oilfield service, drilling, integrated natural gas midstream services, transportation and storage, shipping, electricity generation, distribution, development, gathering, processing and renewable resources. The focus of the Fund’s portfolio on a specific group of largely interrelated sectors may present more risks than if its portfolio were broadly diversified over numerous industries and sectors of the economy. A downturn in the natural resources industry would have a larger impact on the Fund than on an investment company that does not concentrate in such industry. During the six-months ending May 31, 2016, many MLPs, and particularly those that operate in the natural resources industry, experienced significant volatility in the prices of their shares on the secondary market, including, at certain times, a meaningful decline in market value. These declines negatively impacted the Fund’s performance and resulted in a decline in its net asset value.
          
9 Indemnifications: Like many other companies, the Fund’s organizational documents provide that its officers (“Officers”) and directors (“Directors”) are indemnified against certain liabilities arising out of the 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.

Note B—Investment Management Fees, Administration Fees, 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 fee at the annual rate of 0.75% of its average weekly Managed Assets. Managed Assets equal the total assets of the Fund, less liabilities other than the aggregate indebtedness entered into for purposes of leverage.

18



 

The Fund retains Management as its administrator under an Administration Agreement. The Fund pays Management an administration fee at the annual rate of 0.25% of its average weekly Managed Assets under this agreement. Additionally, Management retains US Bancorp Fund Services, LLC (“USBFS”) as its sub-administrator under a Sub-Administration Agreement. Management pays USBFS a fee for all services received under the agreement.

Prior to January 1, 2016, Neuberger Berman LLC (“Neuberger”) was retained by Management pursuant to a Sub-Advisory Agreement to furnish it with investment recommendations and research information without added cost to the Fund. Several individuals who are Officers and/or Directors of the Fund are also employees of Management.

Note C—Securities Transactions:

During the six months ended May 31, 2016, there were purchase and sale transactions of long-term securities of $184,187,105 and $301,993,515, respectively.

During the six months ended May 31, 2016, no brokerage commissions on securities transactions were paid to affiliated brokers.

Note D—Capital:

At May 31, 2016, the shares of the Fund’s common stock outstanding and the shares of the Fund’s common stock owned by Neuberger were as follows:

Common Stock
     
Common Stock
Outstanding
 
Owned by Neuberger
56,658,928
 
 

Transactions in shares of common stock for the six months ended May 31, 2016 and the year ended November 30, 2015 were as follows:

   
For the Year
 
For the Six
Ended
 
Months Ended
November 30,
 
May 31, 2016
2015
Stock Issued on Reinvestment of Dividends and Distributions
112,249
23,147
Net Increase in Common Stock Outstanding
112,249
23,147
 

Note E—Investments in Affiliates(1):

   
Balance of
Shares Held
November 30,
2015
   
Gross
Purchases
and
Additions
   
Gross
Sales and
Reductions
   
Balance
of Shares
Held
May 31,
2016
   
Value
May 31,
2016
 
Distributions
from
Investments
in Affiliated
Issuers
 
Net Realized
Gain (Loss)
from
Investments
in Affiliated
Issuers
 
American Midstream Partners LP (2)
   
1,762,311
     
     
762,311
     
1,000,000
   
$
12,300,000
   
$
979,500
   
$
(6,920,136
)
CNX Coal Resources LP (2)
   
1,000,000
     
     
1,000,000
     
     
     
307,500
     
(7,497,379
)
Southcross Energy Partners, L.P. (2)
   
1,800,000
     
     
1,800,000
     
     
     
     
(24,496,497
)
Total
                                 
$
   
$
1,287,000
   
$
(38,914,012
)

        (1)        Affiliated issuers, as defined in the Investment Company Act of 1940, as amended.
       
(2) At May 31, 2016, the issuers of these securities were no longer affiliated with the Fund.

19



 

Note F—Legal Entity Consolidation:

Effective January 1, 2016, Neuberger Berman Management LLC (“NBM”) and Neuberger transferred to Neuberger Berman Fixed Income LLC (“NBFI”) their rights and obligations pertaining to all services they provided to the Fund under the Management Agreement, Sub-Advisory Agreement and Administration Agreement (the “Agreements”). Following such transfer, NBFI was renamed Neuberger Berman Investment Advisers LLC (“NBIA”). Additionally, effective January 1, 2016, the Sub-Advisory Agreement between Neuberger and NBFI was terminated.

NBIA now serves as the Fund’s investment manager and administrator. The investment professionals of Management and Neuberger, who provided services to the Fund under the Agreements, continue to provide the same services, except that they provide those services in their new capacities as investment professionals of NBIA. Further, the consolidation did not result in any change in the investment processes currently employed by the Fund, the nature or level of services provided to the Fund, or the fees the Fund pays under its Agreements.

Note G—Unaudited Financial Information:

The financial information included in this interim report is taken from the records of the Fund without audit by an independent registered public accounting firm. Annual reports contain audited financial statements.

20



 

Financial Highlights

MLP Income Fund Inc.

The following table includes selected data for a share of common stock outstanding throughout each period and other performance information derived from the Financial Statements. Amounts that do not round to $0.01 or $(0.01) per share are presented as $0.00 or $(0.00), respectively. Ratios that do not round to 0.01% or (0.01)% are presented as 0.00% or (0.00)%, respectively. A “—” indicates that the line item was not applicable in the corresponding period.

      Period from
Six Months Ended Year Ended March 28, 2013*
May 31, 2016 November 30, through
(Unaudited)       2015       2014     November 30, 2013
Common Stock Net Asset Value, Beginning of Period              $ 11.20     $ 20.68 $ 19.71         $ 19.10    
 
Income From Investment Operations Applicable to
Common Stockholders:  
Net Investment Income (Loss)¢ (0.15 ) (0.08 ) 0.33 (0.06 )
Net Gains or Losses on Securities
(both realized and unrealized) (1.79 ) (8.14 ) 1.90 1.45
Total From Investment Operations Applicable to
Common Stockholders (1.94 ) (8.22 ) 2.23 1.39
 
Less Distributions to Common Stockholders From:  
Net Investment Income
Tax Return of Capital (0.53 ) (1.26 ) (1.26 ) (0.74 )
Total Distributions to Common Stockholders (0.53 ) (1.26 ) (1.26 ) (0.74 )
 
Less Capital Charges:  
Issuance of Common Stock (0.04 )
Common Stock Net Asset Value, End of Period $ 8.73 $ 11.20 $ 20.68 $ 19.71
Common Stock Market Value, End of Period $ 7.64 $ 10.59 $ 18.99 $ 18.18
Total Return, Common Stock Net Asset Value (16.09 )%@@ (41.24 )% 11.89 % 7.27 %@@
Total Return, Common Stock Market Value (22.34 )%@@ (39.49 )% 11.39 % (5.51 ) %@@  
Supplemental Data/Ratios
Net Assets Applicable to Common Stockholders,
End of Period (in millions) $ 494.9 $ 633.2 $ 1,168.8 $ 1,114.0
 
Ratios are Calculated Using Average Net Assets
 
Applicable to Common Stockholders  
Ratio of Expenses Including Deferred Income
Tax (Benefit) Expense# 4.57 %@†† (9.75 )% 7.81 % 5.65 %@
Ratio of Expenses Excluding Deferred Income
Tax (Benefit) Expense 4.57 %@†† 2.38 % 1.77 % 1.43 %@
Ratio of Net Investment Income (Loss) Including Deferred
Income Tax Benefit (Expense)# (3.10 )%@†† 10.99 % (7.24 ) % (5.09 ) %@  
Ratio of Net Investment Income (Loss) Excluding Deferred
Income Tax Benefit (Expense) (3.10 )%@†† (1.13 )% (1.20 ) % (0.87 ) %@  
Portfolio Turnover Rate 33 %@@ 43 % 10 % 0 %@@
Loans Payable (in millions) $ 120 $ 325 $ 410 $ 405
Asset Coverage Per $1,000 of Loans PayableØ $ 5,124 $ 2,948 $ 3,851 $ 3,751
 
See Notes to Financial Statements 21
 

 

Notes to Financial Highlights MLP Income Fund Inc. (Unaudited)

*
Commencement of operations.
   
Total return based on per share NAV reflects the effects of changes in NAV on the performance of the Fund during each fiscal period. Total return based on per share market value assumes the purchase of shares of common stock at the market price on the first day and sale of common stock at the market price on the last day of the period indicated. Dividends and 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 of common stock when sold may be worth more or less than original cost.
   
#
For the six months ended May 31, 2016 and the year ended November 30, 2015, the Fund accrued $0 and $117,348,831, respectively, for net deferred income tax benefit. For the year ended November 30, 2014, and the period from March 28, 2013 through November 30, 2013, the Fund accrued $72,009,636 and $45,339,195, respectively, for net deferred income tax expense, which is included in these ratios on a non-annualized basis.
   
¢
Calculated based on the average number of shares of common stock outstanding during each fiscal period.
   
@
Annualized.
   
@@
Not annualized.
   
††
Fees on prepayment of loans, which is a non-recurring expense, are included in these ratios on a non-annualized basis.
   
Ø
Calculated by subtracting the Fund’s total liabilities (excluding loans payable and accumulated unpaid interest on loans payable) from the Fund’s total assets and dividing by the outstanding loans payable balance.

22



 

Distribution Reinvestment Plan

Computershare, Inc. (the “Plan Agent”) will act as Plan Agent for stockholders who have not elected in writing to receive dividends and other distributions in cash (each a “Participant”), will open an account for each Participant under the Distribution Reinvestment Plan (“Plan”) in the same name as its then-current shares of the Fund’s common stock (“Shares”) are registered, and will put the Plan into effect for each Participant as of the first record date for a dividend or other distribution after the account is opened.

Whenever the Fund declares a dividend or distribution with respect to the Shares, each Participant will receive such dividends and other distributions in additional Shares, including fractional Shares acquired by the Plan Agent and credited to each Participant’s account. If on the payment date for a cash dividend or distribution, the net asset value is equal to or less than the market price per Share plus estimated brokerage commissions, the Plan Agent shall automatically receive such Shares, including fractions, for each Participant’s account. Except in the circumstances described in the next paragraph, the number of additional Shares to be credited to each Participant’s account shall be determined by dividing the dollar amount of the dividend or distribution payable on its Shares by the greater of the net asset value per Share determined as of the date of purchase or 95% of the then-current market price per Share on the payment date.

Should the net asset value per Share exceed the market price per Share plus estimated brokerage commissions on the payment date for a cash dividend or distribution, the Fund may, but is not required to, issue new Shares. If the Fund does not issue new Shares, and the net asset value per Share exceeds the market price per Share plus estimated brokerage commissions on the payment date for a cash dividend or distribution, then the Plan Agent, or a broker-dealer selected by the Plan Agent, shall endeavor, for a purchase period lasting until the last business day before the next date on which the Shares trade on an “ex-distribution” basis, but in no event, except as provided below, more than 30 days after the payment date, to apply the amount of such dividend or distribution on each Participant’s Shares (less their pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of such dividend or distribution) to purchase Shares on the open market for each Participant’s account. No such purchases may be made more than 30 days after the payment date for such dividend or distribution except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities laws. If, at the close of business on any day during the purchase period the net asset value per Share equals or is less than the market price per Share plus estimated brokerage commissions, the Plan Agent will not make any further open-market purchases in connection with the reinvestment of such dividend or distribution. If the Plan Agent is unable to invest the full dividend or distribution amount through open-market purchases during the purchase period, the Plan Agent shall request that, with respect to the uninvested portion of such dividend or distribution amount, the Fund issue new Shares at the close of business on the earlier of the last day of the purchase period or the first day during the purchase period on which the net asset value per Share equals or is less than the market price per Share, plus estimated brokerage commissions, such Shares to be issued in accordance with the terms specified in the third paragraph hereof. These newly issued Shares will be valued at the then-current market price per Share at the time such Shares are to be issued.

For purposes of making the reinvestment purchase comparison under the Plan, (a) the market price of the Shares on a particular date shall be the last sales price on the New York Stock Exchange (or if the Shares are not listed on the New York Stock Exchange, such other exchange on which the Shares are principally traded) on that date, or, if there is no sale on such Exchange (or if not so listed, in the over-the-counter market) on that date, then the mean between the closing bid and asked quotations for such Shares on such Exchange on such date and (b) the net asset value per Share on a particular date shall be the net asset value per Share most recently calculated by or on behalf of the Fund. All dividends, distributions and other payments (whether made in cash or Shares) shall be made net of any applicable withholding tax.

23



 
Open-market purchases provided for above may be made on any securities exchange where the Fund’s Shares are traded, in the over-the-counter market or in negotiated transactions and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. Each Participant’s uninvested funds held by the Plan Agent will not bear interest, and it is understood that, in any event, the Plan Agent shall have no liability in connection with any inability to purchase Shares within 30 days after the initial date of such purchase as herein provided, or with the timing of any purchases effected. The Plan Agent shall have no responsibility as to the value of the Shares acquired for each Participant’s account. For the purpose of cash investments, the Plan Agent may commingle each Participant’s funds with those of other stockholders of the Fund for whom the Plan Agent similarly acts as agent, and the average price (including brokerage commissions) of all Shares purchased by the Plan Agent as Plan Agent shall be the price per Share allocable to each Participant in connection therewith.

The Plan Agent may hold each Participant’s Shares acquired pursuant to the Plan together with the Shares of other stockholders of the Fund acquired pursuant to the Plan in noncertificated form in the Plan Agent’s name or that of the Plan Agent’s nominee. The Plan Agent will forward to each Participant any proxy solicitation material and will vote any Shares so held for each Participant only in accordance with the instructions set forth on proxies returned by the Participant to the Fund.

The Plan Agent will confirm to each Participant each acquisition made for its account as soon as practicable but not later than 60 days after the date thereof. Although each Participant may from time to time have an undivided fractional interest (computed to three decimal places) in a Share, no certificates for a fractional Share will be issued. However, dividends and distributions on fractional Shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Plan Agent will adjust for any such undivided fractional interest in cash at the market value of the Shares at the time of termination, less the pro rata expense of any sale required to make such an adjustment.

Any Share dividends or split Shares distributed by the Fund on Shares held by the Plan Agent for Participants will be credited to their accounts. In the event that the Fund makes available to its stockholders rights to purchase additional Shares or other securities, the Shares held for each Participant under the Plan will be added to other Shares held by the Participant in calculating the number of rights to be issued to each Participant.

The Plan Agent’s service fee for handling capital gains and other distributions or income dividends will be paid by the Fund. Participants will be charged their pro rata share of brokerage commissions on all open-market purchases.

Each Participant may terminate its account under the Plan by notifying the Plan Agent in writing. Such termination will be effective immediately if the Participant’s notice is received by the Plan Agent not less than ten days prior to any dividend or distribution record date, otherwise such termination will be effective the first trading day after the payment date for such dividend or distribution with respect to any subsequent dividend or distribution. The Plan may be terminated by the Plan Agent or the Fund upon notice in writing mailed to each Participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Fund.

These terms and conditions may be amended or supplemented by the Plan Agent or the Fund at any time or times but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Agent receives written notice of the termination of its account under the Plan. Any such amendment may include an appointment by the Plan Agent in its place and stead of a successor Plan Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Agent under these terms and conditions. Upon any such appointment of any Plan Agent for the purpose of receiving dividends and other distributions, the Fund will be authorized to pay to such successor Plan Agent, for each Participant’s account, all dividends and other distributions payable on Shares held in its name or under the Plan for retention or application by such successor Plan Agent as provided in these terms and conditions.

24



 
The Plan Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by the Plan Agent’s negligence, bad faith, or willful misconduct or that of its employees. These terms and conditions are governed by the laws of the State of Maryland.

Reinvested dividends and distributions are taxed in the same manner as cash dividends and distributions — i.e., reinvestment in additional Shares does not relieve stockholders of, or defer the need to pay, any income tax that may be payable (or that is required to be withheld) on Fund dividends and distributions. Participants should contact their tax professionals for information on how the Plan impacts their personal tax situation. For additional information about the Plan, please contact the Plan Agent at 1-866-227-2136 or P.O. Box 30170, College Station, TX 77842-3170.

25



 

Directory


Investment Manager and Administrator
Neuberger Berman Investment Advisers LLC
605 Third Avenue, 2nd Floor
New York, NY 10158-0180
877.461.1899 or 212.476.8800

Sub-Adviser (prior to January 1, 2016)
Neuberger Berman LLC
605 Third Avenue
New York, NY 10158-3698

Custodian
U.S. Bank, National Association
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212

Stock Transfer Agent
Computershare, Inc.
480 Washington Boulevard
Jersey City, NJ 07310

Plan Agent
Computershare, Inc.
P.O. Box 30170
College Station, TX 77842-3170

Overnight correspondence should be sent to:
Computershare, Inc.
211 Quality Circle, Suite 210
College Station, TX 77845

Legal Counsel
K&L Gates LLP
1601 K Street, NW
Washington, DC 20006-1600

Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116



26



 
Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, by calling 800-877-9700 (toll-free) and on the Securities and Exchange Commission’s website, at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is also available, upon request, without charge, by calling 800-877-9700 (toll-free), on the Securities and Exchange Commission’s website at www.sec.gov, and on Management’s website at www.nb.com.

Quarterly Portfolio Schedule

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Securities and Exchange Commission’s website at www.sec.gov and may be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. The information on Form N-Q is available upon request, without charge, by calling 800-877-9700 (toll-free).

27


Rev. 12/2010

FACTS WHAT DOES NEUBERGER BERMAN
DO WITH YOUR PERSONAL INFORMATION?
 

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

Social Security number and account balances
income and transaction history
credit history and credit scores

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Neuberger Berman chooses to share; and whether you can limit this sharing.

   
Reasons we can share your personal information Does Neuberger
Berman share?
Can you limit this sharing?

For our everyday business purposes—
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes—
to offer our products and services to you

Yes

No

For joint marketing with other financial companies

No

We don’t share

For our affiliates’ everyday business purposes—
information about your transactions and experiences

Yes

No

For our affiliates’ everyday business purposes—
information about your creditworthiness

No

We don’t share

For nonaffiliates to market to you

No

We don’t share

 
 
Questions? Call 800.223.6448

This is not part of the Fund’s stockholder report.


Page 2  
Who we are
Who is providing this notice?

Entities within the Neuberger Berman family of companies, mutual funds, and private investment funds.

 

What we do

How does Neuberger Berman
protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

We restrict access to customer information to those employees who need to know such information in order to perform their job responsibilities.

How does Neuberger Berman
collect my personal information?

We collect your personal information, for example, when you

open an account or provide account information
seek advice about your investments or give us your income information
give us your contact information

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only

sharing for affiliates’ everyday business purposes—information about your creditworthiness
affiliates from using your information to market to you
sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

Our affiliates include companies with a Neuberger Berman name; financial companies, such as investment advisers, broker dealers; mutual funds, and private investment funds.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

Nonaffiliates we share with can include companies that perform administrative services on our behalf (such as vendors that provide data processing, transaction processing, and printing services) or other companies such as brokers, dealers, or counterparties in connection with servicing your account.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

Neuberger Berman doesn’t jointly market.

This is not part of the Fund’s stockholder report.


 
 

Neuberger Berman Investment Advisers 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 stockholders and is not an offer of shares of the Fund.

 
 
          N0131 07/16
 
 
  
 
 
               


 


 
Item 2. Code of Ethics.
The Board of Directors (“Board”) of Neuberger Berman MLP Income Fund Inc. (“Registrant”) has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (“Code of Ethics”). During the period covered by this Form N-CSR, there were no substantive amendments to the Code of Ethics and there were no waivers from the Code of Ethics granted to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
The Code of Ethics is filed with the Registrant’s annual report on Form N-CSR. The Code of Ethics is also available, without charge, by calling 1-800-877-9700 (toll-free).
Item 3. Audit Committee Financial Expert.
Not applicable to semi-annual reports on Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Not applicable to semi-annual reports on Form N-CSR.
Item 5. Audit Committee of Listed Registrants.
Not applicable to semi-annual reports on Form N-CSR.

Item 6. Schedule of Investments.
The complete schedule of investments for the Registrant is disclosed in the Registrant’s semi-annual report, which is included as Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to semi-annual reports on Form N-CSR.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to semi-annual reports on Form N-CSR. There have been no changes in any of the Portfolio Managers since the filing of the Registrant’s most recent annual report on Form N-CSR.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
No reportable purchases for the period covered by this report.
Item 10.  Submission of Matters to a Vote of Security Holders.
There were no changes to the procedures by which stockholders may recommend nominees to the Board.
Item 11. Controls and Procedures.
(a) Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) as of a date within 90 days of the filing date of this report, the Chief Executive

Officer and President and the Treasurer and Principal Financial and Accounting Officer of the Registrant have concluded that such disclosure controls and procedures are effectively designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is accumulated and communicated to the Registrant’s management to allow timely decisions regarding required disclosure.
(b) There were no significant changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant’s 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.
Item 12. Exhibits.
(a)(1) Not applicable for the period covered by this Form N-CSR.
(a)(2) The certifications required by Rule 30a-2(a) under 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 certification required by Rule 30a-2(b) under the Act and Section 906 of the Sarbanes-Oxley Act is furnished herewith.
The certification furnished pursuant to Rule 30a-2(b) under the Act and Section 906 of the Sarbanes-Oxley Act will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Neuberger Berman MLP Income Fund Inc.
By:
/s/ Robert Conti
 
 
Robert Conti
 
 
Chief Executive Officer and President
 
 
Date: August 1, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By:
/s/ Robert Conti
 
 
Robert Conti
 
 
Chief Executive Officer and President
 

Date: August 1, 2016
By:
/s/ John M. McGovern
 
 
John M. McGovern
 
 
Treasurer and Principal Financial
 
 
and Accounting Officer
 

Date:  August 1, 2016