Neuberger Berman |
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Semi-Annual ReportMay 31, 2016 |
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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. |
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. 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
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
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
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
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 |
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 |
|
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 |
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 |
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 |
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. |
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.
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.
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
|
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
|
)
|
19
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.
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
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 |
*
|
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.
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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.
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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.
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Directory |
Investment Manager and Administrator Sub-Adviser (prior to January 1, 2016) Custodian |
Stock Transfer Agent Plan Agent Overnight correspondence should be sent to: Legal Counsel Independent Registered Public Accounting Firm |
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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.
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).
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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— |
Yes |
No |
For our marketing purposes— |
Yes |
No |
For joint marketing with other financial companies |
No |
We don’t share |
For our affiliates’ everyday business purposes— |
Yes |
No |
For our affiliates’ everyday business purposes— |
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 |
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How does Neuberger Berman |
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 |
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 |
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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.
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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.
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Joint marketing |
A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ■Neuberger Berman doesn’t jointly market.
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This is not part of the Fund’s stockholder report.
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Neuberger Berman Investment Advisers LLC |
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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. |
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N0131 07/16 | |||||
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(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. |
(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. |
By:
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/s/ Robert Conti
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Robert Conti
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Chief Executive Officer and President
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By:
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/s/ Robert Conti
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Robert Conti
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Chief Executive Officer and President
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By:
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/s/ John M. McGovern
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John M. McGovern
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Treasurer and Principal Financial
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and Accounting Officer
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