N-CSRS 1 n-csrs.htm
As filed with the Securities and Exchange Commission on July 29, 2019
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 AND ENERGY 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 and Energy 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: May 31, 2019
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 and Energy Income
Fund Inc.




 
 
 









Semi-Annual Report

May 31, 2019


Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website www.nb.com/CEFliterature, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 800.877.9700 or by sending an e-mail request to fundinfo@nb.com.

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 800.877.9700 or send an email request to fundinfo@nb.com to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.



 




 

        
       

                
     
 








Contents




 




PRESIDENT’S LETTER 1




 




PORTFOLIO COMMENTARY 2




 




SCHEDULE OF INVESTMENTS 7




 




FINANCIAL STATEMENTS 9




 




FINANCIAL HIGHLIGHTS/PER SHARE DATA 19




 




Distribution Reinvestment Plan 21




Directory 24




Proxy Voting Policies and Procedures 25




Quarterly Portfolio Schedule 25




Privacy Notice Located after the Fund’s Report





The “Neuberger Berman” name and logo and “Neuberger Berman Investment Advisers LLC” name are registered service marks of Neuberger Berman Group LLC. The individual Fund name in this piece is either a service mark or registered service mark of Neuberger Berman Investment Advisers LLC. ©2019 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 and Energy Income Fund Inc. (formerly Neuberger Berman MLP Income Fund Inc.) (the Fund) for the six months ended May 31, 2019. It 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. As previously communicated to stockholders, on April 2, 2019, the Fund’s Board of Directors approved certain changes to the Fund’s investment policy and, as a result, a change in the name of the Fund from “Neuberger Berman MLP Income Fund Inc.” to “Neuberger Berman MLP and Energy Income Fund Inc.” that became effective on June 3, 2019, after the reporting period covered by this report. The changes did not alter the Fund’s investment objective and the Fund continues to trade on the NYSE American under its current ticker symbol of “NML.”

The Fund’s previous investment policy required the Fund to invest, under normal market conditions, at least 80% of its managed assets in master limited partnerships or limited liability companies that have economic characteristics substantially similar to master limited partnerships (collectively, MLPs). The MLP landscape has changed over recent years, with an increasing number of companies moving away from the MLP structure and reorganizing into other corporate structures, particularly as “C” corporations. However, under the Fund’s old investment policy, “C” corporations, even in the energy sector, may not have counted toward the Fund’s 80% investment policy at the time of purchase as they may not have primarily owned general or limited partner or managing member interests in MLPs. Under the Fund’s revised (and current) 80% investment policy, the Fund continues to invest in MLPs but also has the ability to invest in energy companies, regardless of whether the companies are structured as partnerships or “C” corporations.

Neuberger Berman and the Fund’s Board of Directors believe the amended investment policy will allow Neuberger Berman to better manage the Fund’s portfolio in the best interests of the Fund and in pursuit of its investment objective.

Thank you for your confidence in the Fund. We will continue to do our best to retain your trust in the years to come.

Sincerely,


Joseph V. Amato

President and CEO
MLP and Energy Income Fund Inc.



1



 

Neuberger Berman MLP and Energy Income Fund Inc.* Portfolio Commentary

Neuberger Berman MLP and Energy Income Fund Inc. (formerly Neuberger Berman MLP Income Fund Inc.) produced a -0.35% total return on a net asset value (NAV) basis for the six months ended May 31, 2019, underperforming its benchmark, the Alerian MLP Index (the Index), which posted a 3.29% total return for the same period. (Fund performance on a market price basis is provided in the table immediately following this letter.)

The Fund maintained its $161 million leverage during the reporting period. Roughly 62% of it is insulated from the impact of potential interest rates changes given that $100 million of the leverage is in the form of fixed-rate notes. Stockholders need to be aware that the use of leverage magnifies the movement of the Fund’s NAV, possibly resulting in greater returns in a rising market and greater losses in a declining market.

We feel strongly that the recent midstream restructuring in the MLP space is not yet reflected in share prices. Virtually all the financial metrics that we track have continued to improve but valuations, for now, remain below historic averages. For example, balance sheets have strengthened, dividend coverage ratios have expanded, companies have been able to self-fund and projects have begun generating significant increases in cash flow after multiple years of significant capital expenditures. We believe we are in a “Goldilocks” environment in which midstream companies still have significant opportunity for growth but at a level that can be financed without straining underlying fundamentals. What is missing, in our opinion, is investor recognition of these positive developments.

We believe the U.S. export market is a significant positive for potential growth opportunities in the energy sector. Global demand for crude oil, natural gas, and natural gas liquids continues to grow, while the U.S. has abundant supplies of these commodities to ship abroad. We believe the midstream companies we have favored are poised to benefit as these fuels must be transported on pipeline infrastructure that makes up the backbone of our investments. The midstream companies held by the Fund benefit from long-term contracts to transport, process, store, and export energy and are not overly dependent on any short-term moves in energy supply, demand, or price. With the U.S. just becoming an energy export powerhouse, in our opinion, the long-term view for U.S. energy exports appears largely positive.

We continue to concentrate the Fund’s investments in what we believe to be the strongest securities within the midstream energy industry and income producing securities, including renewables. We believe these businesses have strong financial metrics and the potential to deliver attractive long-term total return for our clients.

In this economic environment, we believe stock selection and portfolio management will remain crucial. Investors in the MLP space are seeking more clarity and confidence in distribution levels and a business model that is less reliant on equity issuance. In our view, companies with strong balance sheets are in the best position to take advantage of the growing opportunities for U.S. oil and gas production, consumption, and exports. We believe that investor sentiment in MLPs will eventually rise to match the improving fundamentals that we have observed, and that the companies we own and seek out for the Fund’s portfolio will outperform their peers.

Sincerely,

Douglas Rachlin
Lead Portfolio Manager

Yves C. Siegel
Portfolio Manager

Paolo Frattaroli
Portfolio Manager


*   As previously announced, effective June 3, 2019, the name of Neuberger Berman MLP Income Fund Inc. changed to Neuberger Berman MLP and Energy Income Fund Inc.


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 and Energy Income Fund Inc. NML
 
PORTFOLIO BY TYPE OF SECURITY
(as a % of Total Investments*)

Master Limited Partnerships and
Related Companies
94.6 %
Common Stocks 4.6
Short-Term Investments 0.8
Total 100.0 %

Does not include the impact of the Fund’s open positions in derivatives, if any.

PERFORMANCE HIGHLIGHTS




Six Month
Average Annual Total Return

      Inception       Period Ended       Ended 05/31/2019


Date*
05/31/2019
1 Year       5 Year       Life of Fund
At NAV1
03/25/2013
      -0.35 %      
-7.34 %
-10.03 %
     -5.46 %     
At Market Price2
03/25/2013
2.49 %
-11.25 %
-10.67 %
-7.96 %
Index













Alerian MLP Index3


3.29 %
-1.12 %
-6.62 %
-2.73 %

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

Listed 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 closed-end 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 American.
   
3 Please see “Description of Index” on page 6 for a description of the index.

For more complete information on Neuberger Berman MLP and Energy 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 capped, float-adjusted, capitalization-weighted index that measures the performance of energy infrastructure Master Limited Partnerships (MLPs). The index’s constituents earn the majority of their cash flow from midstream activities involving energy commodities. Effective after market close on December 21, 2018, index constituents were required to have a minimum market cap of $75 million. Prior to this date, the index also included other non-infrastructure energy MLPs.

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 invests in securities not included in the above described index and generally does not invest in all securities included in the described index.

  6



 
Schedule of Investments MLP and Energy Income Fund Inc.(a) (Unaudited)
May 31, 2019

NUMBER OF SHARES       VALUE
 
Master Limited Partnerships and Related Companies 126.9%



 
Coal & Consumable Fuels 7.5%



2,060,000       Alliance Resource Partners, L.P.
$ 35,452,600 (b)
 
Leisure Facilities 9.7%



900,000
Cedar Fair L.P.

45,981,000 (b)
 
Oil & Gas Storage & Transportation 95.5%



200,000
American Midstream Partners LP

1,040,000
   3,200,000
Antero Midstream Corp.

39,104,000 (b)
136,000
DCP Midstream Partners, LP

4,137,120 (b)
160,000
Dominion Energy Inc.

12,028,800 (b)
4,680,411
Energy Transfer LP

64,308,847 (b)
2,160,000
Enterprise Products Partners L.P.

60,242,400 (b)
960,000
EQM Midstream Partners, LP

41,376,000 (b)
150,000
Equitrans Midstream Corp.

2,979,000 (b)
50,000
Magellan Midstream Partners

3,075,000 (b)
216,000
MPLX LP

6,605,280 (b)
776,000
NuStar Energy L.P.

20,920,960 (b)
700,000
ONEOK, Inc.

44,534,000 (b)
44,000
Sempra Energy

5,783,800 (b)
1,076,747
Shell Midstream Partners LP

22,643,990
860,000
Targa Resources Corp.

33,075,600 (b)
50,000
Teekay LNG Partners L.P.

656,500 (b)
2,150,000
Western Midstream Partners, LP

62,758,500 (b)
960,000
Williams Cos., Inc.

25,324,800 (b)
 





450,594,597
 
Propane 0.2%    



25,000
AmeriGas Partners, L.P.

848,250 (b)
 
Utilities 14.0.%



150,000
Brookfield Renewable Partners

4,828,500 (b)
476,000
Clearway Energy, Inc.

7,140,000 (b)
36,000
NextEra Energy Inc.

7,135,560 (b)
1,060,000
NextEra Energy Partners LP

46,905,000 (b)
 





66,009,060
 
Total Master Limited Partnerships and Related Companies (Cost $578,753,193)

598,885,507
 
Common Stock 6.2%



 
Equity Real Estate Investment Trusts 2.7%



100,000
Crown Castle International Corp.

13,001,000 (b)
 
Hotels, Restaurants & Leisure 1.8%



200,000
BJ’s Restaurants Inc.

8,378,000
 
Trading Companies & Distributors 1.7%



50,000
Watsco Inc.

7,869,500
 
Total Common Stock (Cost $27,550,268)

29,248,500

See Notes to Financial Statements 7



 
Schedule of Investments MLP and Energy Income Fund Inc.(a) (Unaudited)
(cont’d)

NUMBER OF SHARES
VALUE
     

Short-Term Investments 1.1%

     



 


Investment Companies 1.1%





   5,080,016
Invesco STIT Treasury Portfolio Money Market Fund Institutional Class, 2.29%(c)
$ 5,080,016

      (Cost $5,080,016)



Total Investments 134.2% (Cost $611,383,477)

633,214,023
Liabilities Less Other Assets (34.2%)

(161,398,419 )
Net Assets Applicable to Common Stockholders 100.0%
$ 471,815,604

(a) On April 2, 2019, the Fund’s Board of Directors approved a proposal to change the name of the Fund from “Neuberger Berman MLP Income Fund Inc.” to “Neuberger Berman MLP and Energy Income Fund Inc.” This name change became effective on June 3, 2019.
(b) All or a portion of this security is pledged with the custodian in connection with the Fund’s loans payable outstanding.
(c) Represents 7-day effective yield as of May 31, 2019.

 

The following is a summary, categorized by Level (see Note A of Notes to Financial Statements), of inputs used to value the Fund’s investments as of May 31, 2019:


Asset Valuation Inputs      

     

     

     

Investments:
Level 1
Level 2
Level 3
Total
Master Limited Partnerships and Related Companies(a)
$ 598,885,507
$
           $
$ 598,885,507
Common Stocks(a)

29,248,500





29,248,500
Short-Term Investments



5,080,016



5,080,016
Total Investments
$ 628,134,007
$ 5,080,016
$
$ 633,214,023

(a)

The Schedule of Investments provides information on the industry categorization for the portfolio.


See Notes to Financial Statements 8



 

Statement of Assets and Liabilities (Unaudited)

Neuberger Berman


     MLP AND     


ENERGY INCOME


FUND INC.
Assets
May 31, 2019
Investments in securities, at value* (Note A)—see Schedule of Investments:



Unaffiliated issuers(a)
       $633,214,023

Dividends and interest receivable
234,132

Deferred tax receivable (Note A)
616,019

Prepaid expenses and other assets
871

Total Assets
634,065,045

Liabilities



Loans payable (Note A)
161,000,000

Distributions payable—common stock
102,830

Payable to investment manager (Note B)
415,272

Payable to administrator (Note B)
138,424

Payable to directors
7,490

Interest payable (Note A)
16,389

Accrued expenses and other payables
569,036

Total Liabilities
162,249,441

Net Assets applicable to Common Stockholders
$471,815,604

Net Assets applicable to Common Stockholders consist of:



Paid-in capital—common stock
$783,192,937

Total distributable earnings/(losses)
(311,377,333 )
Net Assets applicable to Common Stockholders
$471,815,604

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
$8.33

* Cost of Investments



(a) Unaffiliated issuers
$611,383,477


See Notes to Financial Statements 9



 

Statement of Operations (Unaudited)

Neuberger Berman


     MLP AND


ENERGY INCOME


FUND INC.


For the


Six Months


Ended


May 31, 2019     
Investment Income:



Income (Note A):



Dividend income—unaffiliated issuers
         $23,344,414

Return of capital on dividends from master limited partnerships and related companies
(22,338,346 )
Net dividend income—unaffiliated issuers
1,006,068

Interest income—unaffiliated issuers
131,455

Total income
$1,137,523

Expenses:



Investment management fees (Note B)
2,425,460

Administration fees (Note B)
808,487

Audit fees
87,311

Custodian and accounting fees
128,018

Insurance expense
9,294

Legal fees
94,072

Stock exchange listing fees
8,077

Stockholder reports
42,341

Stock transfer agent fees
8,700

Interest expense (Note A)
3,024,940

Directors’ fees and expenses
28,434

Franchise and income tax expense
27

Miscellaneous
1,583

Total expenses
6,666,744

Net investment income/(loss)
$(5,529,221 )
Realized and Unrealized Gain/(Loss) on Investments (Note A):



Net realized gain/(loss) on:



Transactions in investment securities of unaffiliated issuers
(3,874,085 )
Change in net unrealized appreciation/(depreciation) in value of:



Investment securities of unaffiliated issuers
5,475,791

Net gain/(loss) on investments
1,601,706

Net increase/(decrease) in net assets applicable to Common Stockholders resulting from operations
$(3,927,515 )

See Notes to Financial Statements 10



 

Statements of Changes in Net Assets

Neuberger Berman


     MLP AND ENERGY INCOME FUND INC.


Six Months      

    


Ended





May 31, 2019
Year Ended


(Unaudited)
November 30, 2018
Increase/(Decrease) in Net Assets Applicable to Common Stockholders:






From Operations (Note A):






Net investment income/(loss)
$(5,529,221 )
              $(9,050,250 )
Net realized gain/(loss) on investments
(3,874,085 )
54,476,628

Change in net unrealized appreciation/(depreciation) of investments
5,475,791

(34,278,387 )
Net increase/(decrease) in net assets applicable to Common Stockholders resulting






       from operations
(3,927,515 )
11,147,991

Distributions to Common Stockholders From (Note A):






Distributable earnings


(30,595,821 )
Tax return of capital
(18,697,446 )
(6,799,071 )
Total distributions to Common Stockholders
(18,697,446 )
(37,394,892 )
Net Increase/(Decrease) in Net Assets Applicable to Common Stockholders
(22,624,961 )
(26,246,901 )
Net Assets Applicable to Common Stockholders:






Beginning of period
494,440,565

520,687,466

End of period
$471,815,604

$494,440,565


See Notes to Financial Statements 11



 

Statement of Cash Flows (Unaudited)

Neuberger Berman


      MLP AND      


ENERGY INCOME


FUND INC.


For the


Six Months


Ended


May 31, 2019
Increase/(Decrease) in cash:



Cash flows from operating activities:



Net increase in net assets applicable to Common Stockholders resulting from operations
$(3,927,515 )
       Adjustments to reconcile net increase 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
(91,211,642 )
              Proceeds from disposition of investment securities
95,854,295

              Purchase/sale of short-term investment securities, net
(2,788,824 )
              Increase in dividends and interest receivable
(42,750 )
              Decrease in prepaid expenses and other assets
6,795

              Increase in payable to investment manager
9,784

              Increase in payable to administrator
3,262

              Increase in payable to directors
5,506

              Decrease in interest payable
(152 )
              Increase in accrued expenses and other payables
72,230

              Return of capital on dividends
22,338,346

              Unrealized (appreciation)/depreciation on securities
(5,475,791 )
              Net realized (gain)/loss from investments
3,874,085

Net cash provided by/(used in) operating activities
$18,717,629

Cash flows from financing activities:



       Cash distributions paid on common stock
(18,717,629 )
Net cash provided by/(used in) financing activities
      $(18,717,629 )
       Net increase/(decrease) in cash


Cash:



       Beginning balance


       Ending balance
$

Supplemental disclosure:



       Cash paid for interest
$3,025,092


See Notes to Financial Statements 12



 

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

Note A – Summary of Significant Accounting Policies:

1 General: Neuberger Berman MLP and Energy Income Fund Inc. (the “Fund”) (formerly, Neuberger Berman MLP Income Fund Inc.), 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 Standards Codification (“ASC”) 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 (“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 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), 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.

13



 


Investments in non-exchange traded investment companies are valued using the respective fund’s daily calculated net asset value (“NAV”) 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, 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.

 
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, 2019, 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 0.5% as income and approximately 99.5% 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. For the period ended November 30, 2018, the Fund used a combined federal statutory income tax rate which reflects the rate change enacted by the Tax Cuts & Jobs Act of 2017 (“tax reform”). Currently, the highest regular marginal federal income tax rate for a corporation is 21%.

 

At May 31, 2019, the cost for all long security positions on a U.S. federal income tax basis was $491,207,331. Gross unrealized appreciation of long security positions was $164,358,418 and gross unrealized depreciation of long security positions was $22,351,726 resulting in net unrealized appreciation of $142,006,692 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.

14



 

          

The tax character of distributions paid was as follows:


      For the Six Months       For the Year Ended


Ended May 31, 2019
November 30, 2018
Ordinary income
      $ -      
       $ 30,595,821       
Return of Capital


18,697,446



6,799,071
Total distributions


18,697,446



37,394,892

          

Components of the Fund’s deferred tax assets and liabilities as of May 31, 2019, are as follows:


Deferred tax assets:


Net operating loss carryforwards $ 45,622,399
Capital loss carryforwards
58,243,369
AMT credit carryforwards
616,019
Future deductible difference
673,270
Unrealized losses on investment securities
-
Total deferred tax asset, before valuation allowance
105,155,057
Valuation allowance
(67,769,896 )
Net deferred tax asset, after valuation allowance
37,385,161
Deferred tax liabilities:


Unrealized gains on investment securities
36,769,142
Total net deferred tax asset
616,019

          

At May 31, 2019, a valuation allowance on deferred tax assets was deemed necessary because Management does not believe that it is more likely than not that, with the exception of its Alternative Minimum Tax (“AMT”) credit carryforwards, the Fund will 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, 2019, 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 21% to net investment loss and net realized and unrealized gains on investments for the six months ended May 31, 2019, as follows:


Application of statutory income tax rate $ (824,779 )
State income tax benefit, net of federal tax benefit
(89,095 )
Tax benefit on permanent items
(216,682 )
Valuation allowance
1,130,556
Total income tax benefit $ 0

          

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

15



 

          

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
      $ 89,632,265      
November 30, 2034
November 30, 2016


35,502,250

November 30, 2036
November 30, 2017


39,290,305

November 30, 2037
November 30, 2018


28,172,155

Not Applicable
November 30, 2019


5,519,857

Not Applicable



$ 198,116,832


 


Capital Loss

Fiscal Period Ended
Carryforwards
Expiration
November 30, 2016

$ 227,011,538

November 30, 2021
November 30, 2019


23,298,568

November 30, 2024



$ 250,310,106



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 2019 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, 2019, 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, 2019, 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 29, 2019, the Fund declared a monthly distribution to common stockholders in the amount of $0.055 per share payable on June 28, 2019 to common stockholders of record on June 17, 2019 with an ex-date of June 14, 2019. Subsequent to May 31, 2019, the Fund declared three monthly distributions to common stockholders in the amount of $0.055 per share per month, payable on July 31, 2019, August 30, 2019 and September 30, 2019, to common stockholders of record on July 15, 2019, August 15, 2019 and September 16, 2019, respectively, with ex-dates of July 12, 2019, August 14, 2019 and September 13, 2019, respectively.

16



 

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 “Old Facility”) with Merrill Lynch Professional Clearing Corp. that had a 270-day rolling term that reset daily. Under the Old 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 Old 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 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 New Facility. The Fund paid $4,203,658 in breakage expenses/penalty fees in connection with reducing the principal amount of its fixed-rate loans. 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, 2018 through May 31, 2019, the average principal balance and interest rate was approximately $161 million and 3.91%, respectively. At May 31, 2019, the principal balance outstanding under the New Facility was $161 million.

 
8 Concentration of risk: Under normal market conditions, the Fund invests in MLPs and other energy companies, 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.

 
9 Indemnifications: Like many other companies, the Fund’s organizational documents provide that its officers and 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.

17



 

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.

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 U.S. Bancorp Fund Services, LLC, d/b/a U.S. Bank Global Fund Services (“Fund Services”) as its sub-administrator under a Sub-Administration Agreement. Management pays Fund Services a fee for all services received under the Sub-Administration Agreement.

Note C—Securities Transactions:

          

During the six months ended May 31, 2019, there were purchase and sale transactions of long-term securities of $91,211,642 and $95,854,295, respectively.

During the six months ended May 31, 2019, no brokerage commissions on securities transactions were paid to affiliated brokers.

Note D—Recent Accounting Pronouncement:

           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 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 of 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.

Note E—Subsequent Event:

           On April 2, 2019, the Fund’s Board of Directors approved certain changes to the Fund’s investment policy and, as a result, a change in the name of the Fund from “Neuberger Berman MLP Income Fund Inc.” to “Neuberger Berman MLP and Energy Income Fund Inc.” that became effective on June 3, 2019. The changes did not alter the Fund’s investment objective and the Fund continues to trade on the NYSE American under its current ticker symbol of “NML.” Under the revised investment policy, the Fund will continue to invest in MLPs but will also have the ability to invest in energy companies as well, regardless of whether the companies are structured as partnerships, “C” corporations or other structures.

Note F—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.

18



 
Financial Highlights

MLP and Energy 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.


      Six Months Ended      


     


     


     


     




May 31, 2019
Year Ended November 30,


(Unaudited)
2018
2017
2016
2015
2014
Common Stock Net Asset Value,























Beginning of Period
$ 8.73

$ 9.19

$ 10.10

$ 11.20

$ 20.68

$ 19.71
Income From Investment Operations























Applicable to Common Stockholders:























Net Investment Income/(Loss)¢

(0.10 )

(0.16 )

(0.19 )

(0.24 )

(0.08 )

0.33
Net Gains or Losses on Securities























(both realized and unrealized)

0.03


0.36


(0.06 )

(0.00 )

(8.14 )

1.90
Total From Investment Operations























Applicable to Common Stockholders

(0.07 )

0.20


(0.25 )

(0.24 )

(8.22 )

2.23
 























Less Distributions to Common























Stockholders From:























Net Investment Income




(0.54 )











Tax Return of Capital

(0.33 )

(0.12 )

(0.66 )

(0.86 )

(1.26 )

(1.26 )
Total Distributions to























Common Stockholders

(0.33 )

(0.66 )

(0.66 )

(0.86 )

(1.26 )

(1.26 )
Common Stock Net Asset Value,























End of Period
$ 8.33

$ 8.73

$ 9.19

$ 10.10

$ 11.20

$ 20.68
Common Stock Market Value,























End of Period
$ 7.39

$ 7.53

$ 8.44

$ 9.33

$ 10.59

$ 18.99
Total Return, Common Stock Net Asset Value

(0.35 )%@@

2.43 %

(2.62 )%

0.77 %

(41.24 )%

11.89 %
Total Return, Common Stock Market Value

2.49 %@@

(3.80 )%

(3.19 )%

(1.55 )%

(39.49 )%

11.39 %
 























Supplemental Data/Ratios























Net Assets Applicable to Common























Stockholders, End of Period (in millions)
         $ 471.8

$ 494.4

$ 520.7

$ 572.0

$ 633.2

$ 1,168.8
Ratios are Calculated Using Average Net























Assets Applicable to Common Stockholders























Ratio of Expenses Including Deferred Income























Tax (Benefit)/Expense#

2.73 %@

2.44 %

2.29 %

3.86 %

(9.75 )%

7.81 %
Ratio of Expenses Excluding Deferred Income























Tax (Benefit)/Expense

2.73 %@

2.55 %

2.29 %

3.86 %

2.38 %

1.77 %
Ratio of Net Investment Income/(Loss) Including























Deferred Income Tax Benefit/(Expense)#

(2.27 )%@

(1.69 )%

(1.79 )%

(2.80 )%

10.99 %

(7.24 )%
Ratio of Net Investment Income/(Loss) Excluding























Deferred Income Tax Benefit/(Expense)

(2.27 )%@

(1.80 )%

(1.79 )%

(2.80 )%

(1.13 )%

(1.20 )%
Portfolio Turnover Rate

14 %@@

35 %

15 %

49 %

43 %

10 %
Loans Payable (in millions)
$ 161.0

$ 161.0

$ 161.0

$ 142.5

$ 325.0

$ 410.0
Asset Coverage Per $1,000 of























Loans Payable, End of PeriodØ
$ 3,931

$ 4,234

$ 4,234

$ 5,014

$ 2,948

$ 3,851

See Notes to Financial Highlights 19



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

¢       Calculated based on the average number of shares of common stock outstanding during each fiscal period.


 

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. 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 will fluctuate and shares of common stock when sold may be worth more or less than original cost.


 
@@
Not Annualized


 
#
For the six months ended May 31, 2019, and for the years ended November 30, 2018, November 30, 2017, November 30, 2016, and November 30, 2015, the Fund accrued $0, $616,019, $0, $0 and $117,348,831, respectively, for net deferred income tax benefit. For the year ended November 30, 2014, the Fund accrued $72,009,636 for net deferred income tax expense.


 
@
Annualized.


 
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.


20



 
Distribution Reinvestment Plan

American Stock Transfer & Trust Company, LLC (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.


21



 

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.


22



 

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 by telephone at 1-866-227-2136 or by mail at 6201 15th Avenue, Brooklyn, NY, 11219 or online at www.astfinancial.com.


23



 

Directory

Investment Manager and Administrator
Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104-0002
877.461.1899 or 212.476.8800

Plan Agent
American Stock Transfer & Trust Company, LLC
Plan Administration Department
P.O. Box 922
Wall Street Station
New York, NY 10269-0560

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


Overnight correspondence should be sent to:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219

Transfer Agent
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219


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

24



 

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 SEC’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 SEC’s website at www.sec.gov, and on Neuberger Berman’s website at www.nb.com.

Quarterly Portfolio Schedule

The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT (Form N-Q for filings prior to March 31, 2019). The Fund’s Forms N-Q and N-PORT are available on the SEC’s website at www.sec.gov. The portfolio holdings information on Form N-Q or Form N-PORT is available upon request, without charge, by calling 800-877-9700 (toll-free).

25


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
1290 Avenue of the Americas
New York, NY 10104–0002
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 for shares of the Fund.





 
 
       
       N0131 07/19




 
 
  
 
 
               




Item 2. Code of Ethics.
The Board of Directors (“Board”) of Neuberger Berman MLP and Energy Income Fund Inc. (“Registrant” or “Fund”) 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.
A copy of the Code of Ethics is incorporated by reference to Neuberger Berman Municipal Fund Inc.’s Form N-CSR, Investment Company Act file number 811-21168 (filed January 7, 2019).  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.
(a)
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.

(b)
Not applicable.

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 material 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.  Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a)
The Fund did not engage in any securities lending activity during the fiscal period ended May 31, 2019.
(b)
The Fund did not did not engage in any securities lending activity and no services were provided by the securities lending agent to the Fund during the fiscal period ended May 31, 2019.
Item 13.  Exhibits.

(a)(1)
A copy of the Code of Ethics is incorporated by reference to Neuberger Berman Municipal Fund Inc.’s Form N-CSR, Investment Company Act file number 811-21168 (filed January 7, 2019).
(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.
(a)(4)
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 and Energy Income Fund Inc.
By:
/s/ Joseph V. Amato
 
 
Joseph V. Amato
 
 
Chief Executive Officer and President

Date: July 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: July 29, 2019
By:
/s/ John M. McGovern
 
 
John M. McGovern
 
 
Treasurer and Principal Financial
 
and Accounting Officer
 

Date:  July 29, 2019