May 31, 2020
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 email@example.com.
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 firstname.lastname@example.org 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.
|SCHEDULE OF INVESTMENTS||7|
|FINANCIAL HIGHLIGHTS/PER SHARE DATA||20|
|Distribution Reinvestment Plan||22|
|Proxy Voting Policies and Procedures||26|
|Quarterly Portfolio Schedule||26|
|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. ©2020 Neuberger Berman Investment Advisers LLC. All rights reserved.
I am pleased to present the semi-annual report for Neuberger Berman MLP and Energy Income Fund Inc. (the Fund) for the six months ended May 31, 2020. The report includes a 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. Despite the ongoing market volatility and disruptions in the energy industry, the Fund remains committed to its investment strategy dedicated to comprehensive analysis of high quality master limited partnerships (MLPs) and energy companies, with an emphasis on the midstream natural resources sector.
In March of 2020, in response to adverse market conditions for MLPs and other energy companies and the effect of such market conditions on the value of the Fund’s investments and its ability to comply with certain terms of its credit facility, the Fund amended the terms of its credit facility to bring the amount of available debt financing in line with the Fund’s current asset level. Under the amended terms, the size of the Fund’s credit facility was reduced to $50 million from $200 million.
On March 31, 2020, the Fund’s Board of Directors (the Board) approved a reduction in the Fund’s monthly distribution rate to $0.0117 per share of common stock in response to a period of extreme volatility, price depreciation in the market for MLPs and other energy companies, and uncertainty regarding the impact on the Fund’s future earnings. Management and the Board have continued to monitor the MLP and energy markets, as well as the expected impact of market conditions on the Fund’s earnings, and on June 30, 2020, announced an increase in the Fund’s monthly distribution rate to $0.01345 per share of common stock.
As of the date of this letter, the COVID-19 pandemic situation remains fluid, and the extent of its impact on financial markets and the global economy remains uncertain. We encourage you to visit the Fund’s webpage under the “Investment Strategies – Closed End Funds” section of Neuberger Berman’s website at www.nb.com, where we offer the Fund’s quarterly factsheet, which includes portfolio manager commentary and analysis of the pandemic’s impact on the Fund.
Neuberger Berman continues to monitor the ongoing developments related to COVID-19 with a particular focus on two areas: the safety and health of its employees and clients, and the ability to continue to conduct effectively its investment and business operations, including all critical services. Neuberger Berman has a dedicated Business Continuity Management Team staffed with full-time professionals, who partner with over 60 Business Continuity Coordinators covering all business functions across all geographies. Neuberger Berman currently has not experienced a significant impact on its operating model. Neuberger Berman will continue to monitor efforts to contain the spread of the COVID-19 virus and the potential long-term implications on global economies. As the situation remains fluid, Neuberger Berman will continue to monitor and adapt as necessary the firm’s operations and processes to most effectively manage portfolios.
Thank you for your confidence in the Fund. We will continue to do our best to retain your trust in the years to come.
Joseph V. Amato
President and CEO
Neuberger Berman MLP and Energy Income Fund Inc.
Neuberger Berman MLP and Energy Income Fund Inc.
Neuberger Berman MLP and Energy Income Fund Inc. (the Fund) produced a -43.01% total return on a net asset value (NAV) basis for the six months ended May 31, 2020 (the reporting period), underperforming its benchmark, the Alerian MLP Index (the Index), which posted a -24.26% total return for the same period. The use of leverage (typically a performance enhancer in up markets and a detractor during market retreats) was a key driver of the Fund’s underperformance during the reporting period. (Fund performance on a market price basis is provided in the table immediately following this letter.)
During the reporting period, the master limited partnership (MLP) space was affected by a trifecta of negative events: (1) the unraveling of the global economy due to the COVID-19 pandemic leading to uncertainty surrounding energy demand and price levels, (2) the Saudi/Russian oil price war, and (3) the lesser-known but still impactful manifestation of MLP-focused investment funds undergoing deleveraging in light of adverse market conditions.
After peaking in early January, oil prices declined through February as COVID-19 began to take its toll. Then in March, Saudi Arabia sought to undercut Russia by announcing that it would not maintain OPEC production cuts, pushing oil prices below $30 a barrel. In April, crude oil spot prices temporarily traded into negative territory, as investors and speculators unable to take physical oil delivery sought to sell contracts before expiration.
During this period of market volatility in the energy sector, MLP funds began to sell some of their holdings at unprecedented levels. We believe the decline in high-quality MLP prices was exacerbated due to this selling. There have, however, been some positive developments. Drilling techniques and technology have continuously improved, allowing domestic producers to remain profitable at lower oil prices. Since 2016, supermajors (the best positioned to withstand current challenges) have made dedicated investments in U.S. shale energy production. Although there will likely be bankruptcies of lower-quality producers, we believe the Fund’s portfolio companies are well insulated due to high-quality counterparty exposure. Approximately 80% of the Fund’s midstream holdings’ revenues are generated from investment-grade producers. Additionally, we believe the Fund’s portfolio companies’ cash flows are well diversified across geographic regions and customers.
In May, the U.S. Energy Information Administration began reporting a rebound in crude oil and refined product demand, such as gasoline. At the same time, the International Energy Agency revised its oil demand forecast upward for 2020 citing better-than-expected mobility in Organisation for Economic Co-operation and Development countries and the gradual easing of lockdown measures. It was also reported that China’s oil demand is approaching pre-virus levels. Global crude oil production cuts are also supporting prices as demand begins to increase.
The sudden and steep pullback in oil production in the U.S. is having a material impact on the relationship between crude oil prices and natural gas prices. Over the past couple of years, natural gas prices moved lower due to the growing abundance of associated-dissolved natural gas (natural gas produced from oil wells) coming from major oil-producing areas like the Permian Basin. Production of low-cost associated natural gas in the Permian Basin has now declined, producing a rally in natural gas prices.
Our portfolio management decisions have always been focused on where we think the market and the economy will be going in the future. Several years ago, we overweighted natural gas midstream MLPs and invested in renewable energy, and we continue to believe that these sectors will capture increasing market share. As the global economy slowly recovers, we believe the momentum towards the usage of both natural gas and renewables should continue to accelerate.
The period since 2015 has been very challenging for energy investors. The sell-off we have experienced since early March has resulted in companies with extremely dislocated valuations and magnified dividend and distribution yields in our view. As frustrating as the past five years have been, we see a major distortion in the risk/reward proposition within the Fund’s portfolio holdings. Although the near to intermediate market period remains highly uncertain, we remain steadfast in our confidence in the Fund’s holdings and in their ability to sustain and grow once the global economy returns to normalcy.
Lead Portfolio Manager
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.
|MLP and Energy Income Fund Inc.||NML|
|PORTFOLIO BY TYPE OF SECURITY|
|(as a % of Total Investments*)|
|Master Limited Partnerships||47.9|
|*||Does not include the impact of the Fund’s open positions in derivatives, if any.|
|Six Month||Average Annual Total Return|
|Inception||Period Ended||Ended 05/31/2020|
|Date*||05/31/2020||1 Year||5 Years||Life of Fund|
|At Market Price2||03/25/2013||-47.43||%||-52.87||%||-22.65||%||-16.14||%|
|Alerian MLP Index3||-24.26||%||-34.74||%||-12.93||%||-7.99||%|
|*||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 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.
|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.
|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. The maximum constituent weight is capped at 10% at each quarterly rebalancing. Effective after market close on December 21, 2018, index constituents were required to have a minimum market cap of $75 million. Prior to this date, the index also included other non-infrastructure energy MLPs.|
Please note that the index does not take into account any fees and expenses or any tax consequences of investing in the individual securities that it tracks and that individuals cannot invest directly in any index. Data about the performance of this index are prepared or obtained by Management and include reinvestment of all income dividends and other distributions, if any. The Fund invests in securities not included in the above described index and generally does not invest in all securities included in the described index.
|Schedule of Investments MLP and Energy Income Fund Inc.^ (Unaudited)|
|May 31, 2020|
|NUMBER OF SHARES||VALUE|
|Common Stocks 58.1%|
|20,000||JP Morgan Chase & Co.||$||1,946,200||(a)|
|Electric Utilities 2.8%|
|24,000||Nextera Energy Inc.||6,133,440||(a)|
|Equity Real Estate Investment Trusts 1.4%|
|55,000||Crown Castle International Corp.||3,098,880||(a)|
|Independent Power and Renewable Electricity Producers 19.2%|
|150,000||Atlantica Sustainable Infrastructure PLC||3,930,000||(a)|
|75,000||Brookfield Renewable Partners LP||3,663,750||(a)|
|599,000||Clearway Energy Inc.||13,124,090||(a)|
|416,000||NextEra Energy Partners LP||21,261,760||(a)|
|76,000||CMS Energy Corp.||4,452,080||(a)|
|40,000||Dominion Energy Inc.||3,400,400||(a)|
|Oil, Gas & Consumable Fuels 28.3%|
|54,000||Cabot Oil & Gas Corp.||1,071,360||(a)|
|32,000||Cheniere Energy Inc.||1,419,200||(a)*|
|180,000||Pembina Pipeline Corp.||4,505,400||(a)|
|700,000||Targa Resources Corp.||12,523,000||(a)|
|1,160,000||Williams Cos Inc.||23,698,800||(a)|
|Trading Companies & Distributors 1.6%|
|Total Common Stocks (Cost 131,045,302)||127,350,150|
|NUMBER OF UNITS|
|Master Limited Partnerships 53.4%|
|Hotels, Restaurants & Leisure 1.4%|
|100,000||Cedar Fair LP||3,181,000||(a)|
|Oil & Gas Storage & Transportation 52.0%|
|800,000||Alliance Resource Partners LP||2,536,000|
|136,000||DCP Midstream LP||1,496,000||(a)|
|1,280,000||Enterprise Products Partners LP||24,448,000||(a)|
|3,000,000||Energy Transfer LP||24,480,000||(a)|
|336,000||NuStar Energy LP||5,836,320||(a)|
|184,000||Phillips 66 Partners LP||8,221,120||(a)|
|1,400,000||Shell Midstream Partners LP||18,886,000||(a)|
|2,400,000||Western Midstream Partners LP||22,416,000||(a)|
|Total Master Limited Partnerships (Cost $185,754,415)||117,197,440|
|See Notes to Financial Statements||7|
|Schedule of Investments MLP and Energy Income Fund Inc.^ (Unaudited)|
|NUMBER OF SHARES||VALUE|
|Short-Term Investments 0.1%|
|Investment Companies 0.1%|
|165,084||Invesco STIT Treasury Portfolio Money Market Fund Institutional Class, 0.08%(b)||$||165,084|
|Total Investments 111.6% (Cost $316,964,801)||244,712,674|
|Liabilities less other Assets (11.6)%||(25,435,803||)|
|Net Assets Applicable to Common Stockholders 100.0%||$||219,276,871|
Non-income producing security.
All or a portion of this security is pledged with the custodian in connection with the Fund’s loans payable outstanding.
Represents 7-day effective yield as of May 31, 2020.
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, 2020:
|Asset Valuation Inputs|
|Investments:||Level 1||Level 2||Level 3||Total|
|Master Limited Partnerships(a)||117,197,440||—||—||117,197,440|
|(a)||The Schedule of Investments provides information on the industry categorization for the portfolio.|
|^||A balance indicated with a “—”, reflects either a zero balance or an amount that rounds to less than 1.|
|See Notes to Financial Statements||8|
|Statement of Assets and Liabilities (Unaudited)|
|Assets||May 31, 2020|
|Investments in securities, at value* (Note A)—see Schedule of Investments:|
|Dividends and interest receivable||291,778|
|Federal tax refunds receivable (Note A)||616,019|
|Loans payable (Note A)||25,600,000|
|Distributions payable—common stock||16,375|
|Payable to investment manager (Note B)||144,602|
|Payable to administrator (Note B)||48,200|
|Payable to directors||7,954|
|Interest payable (Note A)||5,600|
|Other accrued expenses and payables||520,869|
|Net Assets applicable to Common Stockholders||$219,276,871|
|Net Assets applicable to Common Stockholders consist of:|
|Paid-in capital—common stock||$750,704,708|
|Total distributable earnings/(losses)||(531,427,837||)|
|Net Assets applicable to Common Stockholders||$219,276,871|
|Shares of Common Stock Outstanding ($.0001 par value; 1,000,000,000 shares authorized)||56,658,928|
|Net Asset Value Per Share of Common Stock Outstanding||$3.87|
|* Cost of Investments|
|(a) Unaffiliated issuers||$316,964,801|
|See Notes to Financial Statements||9|
|Statement of Operations (Unaudited)|
|May 31, 2020|
|Income (Note A):|
|Dividend income—unaffiliated issuers||$17,121,534|
|Return of capital on dividends from master limited partnerships and related companies||(13,402,322||)|
|Net dividend income—unaffiliated issuers||3,719,212|
|Interest income—unaffiliated issuers||35,975|
|Foreign taxes withheld||(5,614||)|
|Investment management fees (Note B)||1,506,482|
|Administration fees (Note B)||502,161|
|Custodian and accounting fees||64,143|
|Fees on prepayment of loans (Note A)||1,360,000|
|Stock exchange listing fees||8,108|
|Stock transfer agent fees||8,179|
|Interest expense (Note A)||1,677,934|
|Directors' fees and expenses||25,611|
|Franchise and income tax expense||5,256|
|Net investment income/(loss)||$(1,636,632||)|
|Realized and Unrealized Gain/(Loss) on Investments (Note A):|
|Net realized gain/(loss) on:|
|Transactions in investment securities of unaffiliated issuers||(113,383,618||)|
|Change in net unrealized appreciation/(depreciation) in value of:|
|Investment securities of unaffiliated issuers||(61,639,444||)|
|Net gain/(loss) on investments||(175,023,062||)|
|Net increase/(decrease) in net assets applicable to Common Stockholders resulting from operations||$(176,659,694||)|
|See Notes to Financial Statements||10|
|Statements of Changes in Net Assets|
|MLP AND ENERGY INCOME FUND INC.|
|May 31, 2020||Fiscal Year Ended|
|(Unaudited)||November 30, 2019|
|Increase/(Decrease) in Net Assets Applicable to Common Stockholders:|
|From Operations (Note A):|
|Net investment income/(loss)||$(1,636,632||)||$(8,340,329||)|
|Net realized gain/(loss) on investments||(113,383,618||)||(12,117,829||)|
|Change in net unrealized appreciation/(depreciation) of investments||(61,639,444||)||(26,860,167||)|
|Net increase/(decrease) in net assets applicable to Common Stockholders resulting from operations||(176,659,694||)||(47,318,325||)|
|Distributions to Common Stockholders From (Note A):|
|Tax return of capital||(13,790,783||)||(37,394,892||)|
|Total distributions to common stockholders||(13,790,783||)||(37,394,892||)|
|Net Increase/(Decrease) in Net Assets Applicable to Common Stockholders||(190,450,477||)||(84,713,217||)|
|Net Assets Applicable to Common Stockholders:|
|Beginning of period||409,727,348||494,440,565|
|End of period||$219,276,871||$409,727,348|
|See Notes to Financial Statements||11|
|Statement of Cash Flows (Unaudited)|
|May 31, 2020|
|Increase/(Decrease) in cash:|
|Cash flows from operating activities:|
|Net increase in net assets applicable to Common Stockholders resulting from operations||$(176,659,694||)|
|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||(90,947,821||)|
|Proceeds from disposition of investment securities||204,986,814|
|Purchase/sale of short-term investment securities, net||8,227,778|
|Increase in dividends and interest receivable||(39,465||)|
|Decrease in prepaid expenses and other assets||10,216|
|Decrease in payable to investment manager||(206,731||)|
|Decrease in payable to administrator||(68,911||)|
|Increase in payable to directors||219|
|Decrease in interest payable||(454,797||)|
|Increase in other accrued expenses and payables||8,843|
|Return of capital on dividends||13,402,322|
|Unrealized (appreciation)/depreciation on investment securities of unaffiliated issuers||61,639,444|
|Net realized loss from transactions in investment securities of unaffiliated issuers||113,383,618|
|Net cash provided by/(used in) operating activities||$133,281,835|
|Cash flows from financing activities:|
|Cash distributions paid on common stock||(13,881,835||)|
|Cash disbursement for loan repayments||(119,400,000||)|
|Net cash provided by/(used in) financing activities||$(133,281,835||)|
|Net increase/(decrease) in cash||—|
|Cash paid for interest||$2,132,731|
|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”) 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.|
|A balance indicated with a “—”, reflects either a zero balance or a balance that rounds to less than 1.|
|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” or “NBIA”) 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 – unadjusted 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 (“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 Fund’s 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, 2020, 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 21.7% as income and approximately 78.3% 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 discount (adjusted for 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, 2019, 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, 2020, the cost for all long security positions on a U.S. federal income tax basis was $242,091,829. Gross unrealized appreciation of long security positions was $60,205,237 and gross unrealized depreciation of long security positions was $57,584,392 resulting in net unrealized appreciation of $2,620,845 based on cost for U.S. federal income tax purposes.|
|The Fund invests a significant portion of its assets in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund reports its allocable share of the MLP’s taxable income or loss in computing its own taxable income or loss. The Fund’s income tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.|
|Components of the Fund’s deferred tax assets and liabilities as of May 31, 2020, are as follows:|
|Deferred tax assets:|
|Net operating loss carryforwards||$||37,348,334|
|Capital loss carryforwards||56,015,665|
|AMT credit carryforward to be refunded||616,019|
|Future deductible difference||375,960|
|Unrealized losses on investment securities||-|
|Total deferred tax asset, before valuation allowance||94,355,978|
|Net deferred tax asset, after valuation allowance||4,138,200|
|Deferred tax liabilities:|
|Unrealized gains on investment securities||3,522,181|
|Federal income tax refund receivable||616,019|
|Total net deferred tax asset||-|
|At May 31, 2020, 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 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, 2020, 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, 2020, as follows:|
|Application of statutory income tax rate||$||(11,187,442||)|
|State income tax benefit, net of federal tax benefit||(1,010,613||)|
|Tax benefit on permanent items||(70,617||)|
|Total income tax benefit||$||0|
|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||$||33,720,886||November 30, 2034|
|November 30, 2016||35,502,250||November 30, 2036|
|November 30, 2017||39,290,305||November 30, 2037|
|November 30, 2018||28,172,155||Not Applicable|
|November 30, 2019||28,015,005||Not Applicable|
|Fiscal Period Ended||Carryforwards||Expiration|
|November 30, 2016||$||227,011,538||November 30, 2021|
|November 30, 2020||17,630,110||November 30, 2025|
|5||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 2020 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, 2020, 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, 2020, 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 May 29, 2020, the Fund declared a monthly distribution to common stockholders in the amount of $0.0117 per share payable on June 30, 2020 to common stockholders of record on June 15, 2020 with an ex-date of June 12, 2020. Subsequent to May 31, 2020, the Fund declared a monthly distribution on June 30, 2020 to common stockholders in the amount of $0.01345 per share payable on July 31, 2020 to common stockholders of record on July 15, 2020 with an ex-date of July 14, 2020.|
|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 NBIA 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. On March 31, 2020, the Fund entered into an additional amendment to the credit agreement underlying the New Facility (“Amendment No. 6”). Amendment No. 6 decreased the lender’s total commitment from $200 million to $50 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 $1,360,000 in breakage expenses/penalty fees in connection with the reducing the principal amount of its fixed-rate loans. The Fund now has access to committed financing of up to $50 million in floating-rate debt consisting of a $50 million loan due March 31, 2021. 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.|
|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 six months ended May 31, 2020, the average principal balance outstanding and average annualized interest rate were approximately $131 million and 2.57%, respectively. At May 31, 2020, the principal balance outstanding under the New Facility was $30 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.|
|10||Other matters - Coronavirus: The recent outbreak of the novel coronavirus in many countries, which is a rapidly evolving situation, has, among other things, disrupted global travel and supply chains, and has adversely impacted global commercial activity, the transportation industry and commodity prices in the energy sector. The impact of this virus has negatively affected and may continue to affect the economies of many nations, individual companies and the global securities and commodities markets, including liquidity and volatility, in ways that cannot necessarily be foreseen at the present time. The rapid development and fluidity of this situation precludes any prediction as to its ultimate impact, which may have a continued adverse effect on economic and market conditions and trigger a period of global economic slowdown. Such conditions (which may be across industries, sectors or geographies) have impacted and may continue to impact the issuers of the securities held by the Fund.|
Note B—Investment Management Fees, Administration Fees, and Other Transactions with Affiliates:
|The Fund retains NBIA as its investment manager under a Management Agreement. For such investment management services, the Fund pays NBIA 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 NBIA as its administrator under an Administration Agreement. The Fund pays NBIA an administration fee at the annual rate of 0.25% of its average weekly Managed Assets under this agreement. Additionally, NBIA 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. NBIA 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, 2020, there were purchase and sale transactions of long-term securities of $90,947,821 and $204,986,814, respectively.|
|During the six months ended May 31, 2020, 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—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.|
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 $(0.00), respectively. Ratios that do not round to 0.01% or (0.01)% are presented as 0.00% or (0.00)%, respectively. A “—” indicates that the line item was not applicable in the corresponding period.
|Six Months Ended|
|May 31, 2020||Year Ended November 30,|
|Common Stock Net Asset Value,|
|Beginning of Period||$||7.23||$||8.73||$||9.19||$||10.10||$||11.20||$||20.68|
|Income From Investment Operations|
|Applicable to Common Stockholders:|
|Net Investment Income/(Loss)¢||(0.03||)||(0.15||)||(0.16||)||(0.19||)||(0.24||)||(0.08||)|
|Net Gains or Losses on Securities|
|(both realized and unrealized)||(3.09||)||(0.69||)||0.36||(0.06||)||(0.00||)||(8.14||)|
|Total From Investment Operations|
|Applicable to Common Stockholders||(3.12||)||(0.84||)||0.20||(0.25||)||(0.24||)||(8.22||)|
|Less Distributions to Common|
|Net Investment Income||—||—||(0.54||)||—||—||—|
|Tax Return of Capital||(0.24||)||(0.66||)||(0.12||)||(0.66||)||(0.86||)||(1.26||)|
|Total Distributions to|
|Common Stock Net Asset Value,|
|End of Period||$||3.87||$||7.23||$||8.73||$||9.19||$||10.10||$||11.20|
|Common Stock Market Value, End of Period||$||3.12||$||6.32||$||7.53||$||8.44||$||9.33||$||10.59|
|Total Return, Common Stock Net Asset Value†||(43.01||)%@@||(9.22||)%||2.43||%||(2.62||)%||0.77||%||(41.24||)%|
|Total Return, Common Stock Market Value†||(47.43||)%@@||(8.11||)%||(3.80||)%||(3.19||)%||(1.55||)%||(39.49||)%|
|Net Assets Applicable to Common|
|Stockholders, End of Period (in millions)||$||219.3||$||409.7||$||494.4||$||520.7||$||572.0||$||633.2|
|Ratios are Calculated Using Average Net|
|Assets Applicable to Common Stockholders|
|Ratio of Expenses Including Deferred Income|
|Ratio of Expenses Excluding Deferred Income|
|Ratio of Net Investment Income/(Loss) Including|
|Deferred Income Tax Benefit/(Expense)#||(1.07||)%@||(2.27||)%||(1.69||)%||(1.79||)%||(2.80||)%||10.99||%|
|Ratio of Net Investment Income/(Loss) Excluding|
|Deferred Income Tax Benefit/(Expense)||(1.07||)%@||(2.27||)%||(1.80||)%||(1.79||)%||(2.80||)%||(1.13||)%|
|Portfolio Turnover Rate||23||%@@||29||%||35||%||15||%||49||%||43||%|
|Loans Payable (in millions)||$||25.6||$||145.0||$||161.0||$||161.0||$||142.5||$||325.0|
|Asset Coverage Per $1,000 of|
|Loans Payable, End of PeriodØ||$||9,566||$||3,826||$||4,234||$||4,234||$||5,014||$||2,948|
|See Notes to Financial Highlights||20|
|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.|
|#||For the six months ended May 31, 2020, and for the years ended November 30, 2019, November 30, 2018, November 30, 2017, November 30, 2016, and November 30, 2015, the Fund accrued $0, $0, $0, $0, $0 and $117,348,831, respectively, for net deferred income tax benefit.|
|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.|
|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.
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.
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.
|Investment Manager and Administrator||Plan Agent|
|Neuberger Berman Investment Advisers LLC||American Stock Transfer & Trust Company, LLC|
|1290 Avenue of the Americas||Plan Administration Department|
|New York, NY 10104-0002||P.O. Box 922|
|877.461.1899 or 212.476.8800||Wall Street Station|
|New York, NY 10269-0560|
|U.S. Bank, National Association||Overnight correspondence should be sent to:|
|1555 North Rivercenter Drive, Suite 302||American Stock Transfer & Trust Company, LLC|
|Milwaukee, WI 53212||6201 15th Avenue|
|Brooklyn, NY 11219|
|American Stock Transfer & Trust Company, LLC||Legal Counsel|
|6201 15th Avenue||K&L Gates LLP|
|Brooklyn, NY 11219||1601 K Street, NW|
|Washington, DC 20006-1600|
|Independent Registered Public Accounting Firm|
|Ernst & Young LLP|
|200 Clarendon Street|
|Boston, MA 02116|
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).
WHAT DOES NEUBERGER BERMAN
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.
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 numbers, dates of birth and other numerical identifiers
■Names and addresses
■Driver’s licenses, passports and other identification documents
■Usernames and passwords
■Internet protocol addresses and other network activity information
■Income, credit history, credit scores, assets, transaction history and other financial information
When you are no longer our customer, we continue to share your information as described in this notice.
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
|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
|For our marketing purposes—
to offer our products and services to you
|For joint marketing with other financial companies||No||We don’t share|
|For our affiliates’ everyday business purposes—
information about your transactions and experiences
|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 646.497.4003 or 866.483.1046 (toll-free)
This is not part of the Fund’s stockholder report.
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 physical, electronic and procedural safeguards, including 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 directly from you or your representatives, for example, when you
■seek advice about your investments
■give us your contact or income information
■provide account information or open an account
■direct us to buy or sell securities, or complete other transactions
■visit one of our websites, portals or other online locations
We may 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.
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 or broker dealers; mutual funds, and private investment funds.
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.
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
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.
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.
Not applicable to semi-annual reports on Form N-CSR.
As of the date of filing of this report, the following Portfolio Managers have day-to-day management responsibility of the Registrant’s portfolio: Douglas A. Rachlin and Paolo Frattaroli. Douglas A. Rachlin has served as a portfolio manager of the Registrant since inception. Paolo Frattaroli has served as a portfolio manager of the Registrant since July, 2018. Since the Registrant’s most recent annual report on Form N-CSR, Yves C. Siegel no longer serves as a portfolio manager of the Registrant.
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.
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 most recent fiscal half-year period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
The Fund did not engage in any securities lending activity during its most recent fiscal year.
The Fund did not engage in any securities lending activity and no services were provided by the securities lending agent to the Fund during its most recent fiscal year.
Not applicable to the Registrant.
Not applicable to the Registrant.
|Date: July 31, 2020||
By: /s/ Joseph V. Amato
Joseph V. Amato
Chief Executive Officer and
|Date: July 31, 2020||
By: /s/ John M. McGovern
John M. McGovern
Treasurer and Principal Financial
and Accounting Officer
The Registrant’s periodic report on Form N-CSR for the period ended May 31, 2020, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or 78o(d)); and
The information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
By: /s/ Joseph V. Amato
Joseph V. Amato
Chief Executive Officer and President
By: /s/ John M. McGovern
John M. McGovern
Treasurer and Principal Financial
and Accounting Officer