As filed with the Securities and Exchange Commission on April 29, 2019
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-Q
 
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
 
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
1290 Avenue of the Americas
New York, New York 10104-0002
(Address of Principal Executive Offices – Zip Code)
 
 Registrant's telephone number, including area code: (212) 476-8800
 
Joseph V. Amato, Chief Executive Officer and President
Neuberger Berman MLP Income Fund Inc.
c/o Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, New York 10104-0002
 
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: February 28, 2019
 
Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of their first and third fiscal quarters, pursuant to Rule 30b1-5 under the Investment Company Act of 1940 (“1940 Act”) (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.
 
A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q 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. Schedule of Investments.
 
 
Schedule of Investments MLP Income Fund Inc. (Unaudited) February 28, 2019
 
NUMBER OF SHARES
     
VALUE
               
               
Master Limited Partnerships and Related Companies 127.0%
   
               
Coal & Consumable Fuels 8.2%
         
          2,060,000
 
Alliance Resource Partners, L.P.
   $
       39,964,000
 (a)
               
Leisure Facilities 9.8%
         
             900,000
 
Cedar Fair L.P. 
   
           47,700,000
 (a)
               
Oil & Gas Storage & Transportation 95.1%
       
             200,000
 
American Midstream Partners LP
   
                790,000
 (a)
          1,400,000
 
Antero Midstream GP LP 
   
           17,878,000
 (a)
             978,038
 
Antero Midstream Partners LP 
   
           23,619,618
 (a)
             136,000
 
DCP Midstream Partners, LP 
   
             4,383,280
 (a)
             264,152
 
Dominion Energy Inc. 
   
           19,571,021
 (a)
          4,680,411
 
Energy Transfer LP 
   
           69,223,279
 (a)
          2,160,000
 
Enterprise Products Partners L.P. 
   
           59,724,000
 (a)
          1,060,000
 
EQM Midstream Partners, LP 
   
           41,202,200
 (a)
             200,000
 
Equitrans Midstream Corp. 
   
             3,528,000
 (a)
               50,000
 
Magellan Midstream Partners 
   
             3,043,500
 
             216,000
 
MPLX LP 
   
             7,162,560
 (a)
             776,000
 
NuStar Energy L.P. 
   
           20,106,160
 (a)
             760,000
 
ONEOK, Inc. 
   
           48,837,600
 (a)
               44,000
 
Sempra Energy 
   
             5,299,360
 (a)
             800,000
 
Targa Resources Corp. 
   
           32,192,000
 (a)
               50,000
 
Teekay LNG Partners L.P. 
   
                712,000
 (a)
          2,450,500
 
Western Gas Equity Partners, LP 
   
           81,993,730
 (a)
             900,000
 
Williams Cos., Inc. 
   
           24,021,000
 (a)
           
         463,287,308
 
Propane 0.2%
             
               25,000
 
AmeriGas Partners, L.P.
   
                709,250
 (a)
               
Utilities 13.7%
             
             125,000
 
Brookfield Renewable Partners 
 
             3,761,250
 (a)
             476,000
 
Clearway Energy, Inc.  
 
             7,135,240
 (a)
               54,000
 
NextEra Energy Inc.  
 
           10,136,880
 (a)
          1,060,000
 
NextEra Energy Partners LP  
 
           45,781,400
 (a)
           
           66,814,770
 
               
   Total Master Limited Partnerships and Related Companies (Cost $595,455,592) 
         618,475,328
 
               
               
Common Stock  3.2%
         
               
Equity Real Estate Investment Trusts 2.8%
       
             116,000
 
Crown Castle International Corp.
   
           13,775,000
 (a)
               
Trading Companies & Distributors 0.4%
       
               12,000
 
Watsco Inc. 
   
             1,726,680
 
               
Total Common Stock (Cost $14,299,632)
   
           15,501,680
 
               
Short-Term Investments 2.9% 
       
               
Investment Companies 2.9% 
       
        14,033,447
 
Invesco STIT Treasury Portfolio Money Market Fund Institutional Class, 2.29%(b)(Cost $14,033,447)
           14,033,447
 
         
 Total Investments 133.1% (Cost $623,788,671)  
 
         648,010,455
 
           
 Liabilities Less Other Assets (33.1%) 
   
       (161,050,809)
 
           
 Net Assets Applicable to Common Stockholders 100.0%  
 $
       486,959,646
 
               
               
(a) All or a portion of this security is pledged with the custodian in connection with the Fund's loans payable outstanding.
 
(b) Represents 7-day effective yield as of February 28, 2019.
     
               

See Notes to Schedule of Investments
 

Schedule of Investments MLP Income Fund Inc. (Unaudited)(cont'd)
 
The following is a summary, categorized by Level (see Notes to Schedule of Investments), of inputs used to value the Fund's investments as of February 28, 2019:
 
Asset Valuation Inputs
                       
Investments:
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Master Limited Partnerships and Related Companies
                   
Coal & Consumable Fuels
 
$
39,964,000
   
$
-
   
$
-
   
$
39,964,000
 
Leisure Facilities
   
47,700,000
     
-
     
-
     
47,700,000
 
Oil & Gas Storage & Transportation
   
463,287,308
     
-
     
-
     
463,287,308
 
Propane
   
709,250
     
-
     
-
     
709,250
 
Utilities
   
66,814,770
     
-
     
-
     
66,814,770
 
                                 
Total Master Limited Partnerships and Related Companies
   
618,475,328
     
-
     
-
     
618,475,328
 
Common Stock
                               
Equity Real Estate Investment Trusts
   
13,775,000
     
-
     
-
     
13,775,000
 
Trading Companies & Distributors
   
1,726,680
     
-
     
-
     
1,726,680
 
                                 
Total Common Stock
   
15,501,680
     
-
     
-
     
15,501,680
 
Short-Term Investments
   
-
     
14,033,447
     
-
     
14,033,447
 
Total Investments
 
$
633,977,008
   
$
14,033,447
   
$
-
   
$
648,010,455
 
 
As of the period ended February 28, 2019, no securities were transferred from one Level (as of November 30, 2018) to another.
 
See Notes to Schedule of Investments
 

February 28, 2019
Notes to Schedule of Investments
(Unaudited)

In accordance with Accounting Standards Codification 820 “Fair Value Measurement” (“ASC 820”), all investments held by Neuberger Berman MLP Income Fund Inc. (the “Fund”) are carried at the value that Neuberger Berman Investment Advisers LLC (“Management”) believes the Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions. Various inputs, including the volume and level of activity for the asset or liability in the market, are considered in valuing the Fund’s investments, some of which are discussed below. Significant Management judgment may be necessary to value investments in accordance with ASC 820.

ASC 820 established a three-tier hierarchy of inputs to create a classification of value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.

Level 1 – quoted prices in active markets for identical investments

Level 2 – other 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), 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.

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 Fund’s Board of Directors 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, securities within the same industry with recent highly correlated performance, trading in futures or American Depositary Receipts 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.

In August 2018, FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820: Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”)).  ASU 2018-13 eliminates the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. ASU 2018-13 will require the disclosure of the range and weighted average used to develop significant
 
For information on the Fund’s significant accounting policies, please refer to the Fund’s most recent stockholder reports.

unobservable inputs for Level 3 fair value measurements and the changes in unrealized gains and losses for recurring Level 3 fair value measurements. ASU 2018-13 will also require that information is provided about the measurement uncertainty of Level 3 fair value measurements as of the reporting date. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and allows for early adoption of either the entire standard or only the provisions that eliminate or modify the disclosure requirements. Management has elected to adopt early the provisions that eliminate the disclosure requirements. Management is still currently evaluating the impact of applying the rest of the guidance.
 
For information on the Fund’s significant accounting policies, please refer to the Fund’s most recent stockholder reports.

 
 

Item 2. Controls and Procedures.
 
(a)
Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 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-Q is accumulated and communicated to the Registrant’s management to allow timely decisions regarding required disclosure.
 
 (b)
There were no significant changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
 
Item 3. Exhibits.
 
The certifications required by Rule 30a-2(a) of the 1940 Act are filed herewith.

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/ Joseph V. Amato
 
 
 Joseph V. Amato
 
 Chief Executive Officer and President

Date: April 29, 2019

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/ Joseph V. Amato
 
 
 Joseph V. Amato
 
 Chief Executive Officer and President
 
Date: April 29, 2019

By:
 /s/ John M. McGovern                  
 
 
 John M. McGovern
 
 
 Treasurer and Principal Financial
 
 
 and Accounting Officer
 

Date: April 29, 2019