Washington, D.C. 20549
Gifford R. Zimmerman
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 (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 Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
Closed-End Funds
30 November
2019
Nuveen Closed-End Funds
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JMF
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Nuveen Energy MLP Total Return Fund
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JMLP
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Nuveen All Cap Energy MLP Opportunities Fund
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Beginning on January 1, 2021, as permitted by regulations adopted
by the Securities and Exchange Commission, paper copies of the Funds 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 Funds website (www.nuveen.com), 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 enrolling at www.nuveen.com/client-access.
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 800-257-8787 (select option #2) to let the Fund know you wish to continue receiving paper
copies of your shareholder reports or you can set your delivery preference by logging into your Investor Center account at www.computershare.com/investor and click on Communication Preferences. 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.
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It only takes a minute to sign up for e-Reports. Once enrolled, youll receive an e-mail as soon as your Nuveen Fund information is ready. No more waiting for delivery by regular mail. Just click on the link within the e-mail to see the report and save
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NOT FDIC INSURED MAY
LOSE VALUE NO BANK GUARANTEE
Table of Contents
3
Chairmans Letter to Shareholders
Dear Shareholders,
Financial
markets finished 2019 on a high note, despite the challenges of a weak start to the year, a slower global economy and heightened geopolitical risks. While global manufacturing languished, consumers remained resilient amid tight labor markets,
growing wages and tame inflation. Global business sentiment, however, was less optimistic due to trade frictions and weaker global demand, and across advanced economies, growth in corporate profits and earnings was subdued in 2019. Nevertheless, the
Federal Reserves (Fed) pivot to easing monetary conditions, along with liquidity provided by other central banks around the world, provided confidence that the economic cycle could be extended. Additionally, the year ended with a reduction in
trade tensions and Brexit uncertainty, although the direction of policy and sentiment from here remains difficult to predict.
While we continue to anticipate muted
economic growth and increased market volatility, we note that recession fears appear to have receded. The U.S. economy held steady in the third quarter, and fourth quarter economic indicators have provided upside surprises. Consumer confidence
remains underpinned by low unemployment and modest wage growth. Looser financial conditions, in part driven by the Feds three interest rate cuts in 2019, have revived momentum in the housing market and should continue to encourage borrowing by
consumers and businesses. Outside the U.S., Germany avoided a recession in the second half of 2019 and other eurozone economic indicators are pointing to stabilization and improving sentiment. Consumer spending in Europe and Japan, like in the U.S.,
has remained supported by jobs growth and rising wages.
At Nuveen, we still see investment opportunities in the maturing economic environment, but we are taking a
selective approach. If youre concerned about where the markets are headed from here, we encourage you to work with your financial advisor to review your time horizon, risk tolerance and investment goals. On behalf of the other members of the
Nuveen Fund Board, we look forward to continuing to earn your trust in the months and years ahead.
Sincerely,
Terence J. Toth
Chairman of the Board
January 21, 2020
4
Portfolio Managers Comments
Nuveen Energy MLP Total Return Fund (JMF)
Nuveen All Cap Energy MLP Opportunities Fund (JMLP)
The Funds investment
adviser is Nuveen Fund Advisors, LLC (NFAL), a subsidiary of Nuveen, LLC. The Funds feature portfolio management by Tortoise Capital Advisors, L.L.C. (Tortoise), the Funds sub-adviser. James J. Cunnane Jr., CFA, Managing Director and Senior
Portfolio Manager, and Quinn T. Kiley, Managing Director and Senior Portfolio Manager, manage the Funds.
Prior to September 20, 2019, Advisory Research, Inc.
(ARI), a wholly-owned subsidiary of Piper Sandler Companies (Piper) (formerly, Piper Jaffray Companies), served as sub-adviser to the Funds. On May 29, 2019, Piper announced that it had entered into an agreement to sell the midstream energy business
of ARI, including the MLP & Energy Infrastructure team which provided portfolio management to the Funds, to Tortoise. Because consummation of this transaction would, pursuant to applicable provisions of the Investment Company Act of 1940, result
in the termination of the Funds existing investment sub-advisory agreements with ARI, the Funds Board of Trustees, in order to ensure continuity of sub-advisory services, approved for each Fund both an interim investment sub-advisory
agreement and a new investment sub-advisory agreement between the Adviser and Tortoise.
The interim investment sub-advisory agreements between the Adviser
and Tortoise took effect upon the closing of Tortoises acquisition of ARI on September 20, 2019. Shareholders of JMLP approved the new investment sub-advisory agreement between the Adviser and Tortoise on November 21, 2019 and shareholders of
JMF approved the new investment sub-advisory agreement between the Adviser and Tortoise on December 13, 2019. Each new agreement took effect upon their approval.
Here the portfolio managers discuss economic and market conditions, their investment strategies and the performance of the Funds for the twelve-month reporting period
ended November 30, 2019.
What factors affected the U.S. economy and financial markets during the twelve-month reporting period ended November 30,
2019?
The U.S. economy reached the tenth year of expansion since the previous recession ended in June 2009, marking the longest expansion in U.S. history. In
the third quarter of 2019, gross domestic product (GDP) grew at an annualized rate of 2.1%, according to the third estimate by the Bureau of Economic Analysis. GDP measures the value of goods and services produced by the nations
economy less the value of the goods and services used up in production, adjusted for price changes. Growth in consumer spending and the housing sector helped offset a decline in business investment during the July to September 2019 period. By
comparison, annualized GDP growth was 2.0% in the second quarter and 3.1% in the first quarter.
This material is not intended to be a recommendation or
investment advice, does not constitute a solicitation to buy, sell or hold a security or an investment strategy and is not provided in a fiduciary capacity. The information provided does not take into account the specific objectives or circumstances
of any particular investor, or suggest any specific course of action. Investment decisions should be made based on an investors objectives and circumstances and in consultation with his or her advisors.
Certain statements in this report are forward-looking statements. Discussions of specific investments are for illustration only and are not intended as
recommendations of individual investments. The forward-looking statements and other views expressed herein are those of the portfolio managers as of the date of this report. Actual future results or occurrences may differ significantly from those
anticipated in any forward-looking statements and the views expressed herein are subject to change at any time, due to numerous market and other factors. The Funds disclaim any obligation to update publicly or revise any forward-looking statements
or views expressed herein.
Refer to the Glossary of Terms Used in this report for further definition of the terms used within this section.
5
Portfolio Managers Comments (continued)
Consumer spending, the largest driver of the economy, remained well supported by low unemployment,
wage gains and tax cuts. As reported by the Bureau of Labor Statistics, the unemployment rate fell to 3.5% in November 2019 from 3.7% in November 2018 and job gains averaged around 184,000 per month for the past twelve months. As the jobs market has
tightened, average hourly earnings grew at an annualized rate of 3.1% in November 2019. However, a modest decline in energy prices dampened inflation over the past twelve months. The Bureau of Labor Statistics said the Consumer Price Index (CPI)
increased 2.1% over the twelve-month reporting period ended November 30, 2019 before seasonal adjustment.
Low mortgage rates and low inventory drove home
prices moderately higher in this reporting period, despite declining new home sales and housing starts. The S&P CoreLogic Case-Shiller U.S. National Home Price Index, which covers all nine U.S. census divisions, was up 3.3% year-over-year in
October 2019 (most recent data available at the time this report was prepared). The 10-City and 20-City Composites reported year-over-year increases of 1.7% and 2.2%,
respectively.
As data pointed to slower momentum in the overall economy, the Federal Reserve (Fed) notably shifted its stance. Although the Fed had indicated in
December 2018 that there could be two more rate hikes in 2019, global growth concerns kept the central bank on the sidelines. As expected by the markets, the Fed left rates unchanged throughout the first half of 2019 while speculation increased that
the Feds next move would be a rate cut. At the July 2019, September 2019 and October 2019 policy committee meetings, the Fed announced a 0.25% cut to its main policy rate. Markets registered disappointment with the Feds explanation that
the rate cuts were a mid-cycle adjustment, rather than a prolonged easing period, and its signal that there would be no additional rate cuts in 2019. Also in the latter half of 2019, the Fed
announced it would stop shrinking its bond portfolio sooner than scheduled, as well as began buying short-term Treasury bills to help money markets operate smoothly and maintain short-term borrowing rates at low levels. Fed Chairman Powell
emphasized that the Treasury bill purchases were not a form of quantitative easing.
During the twelve-month reporting period, geopolitical news remained a prominent
market driver. Tariff and trade policy topped the list of concerns, most prominently the U.S.-China relations. After several rounds of talks and a series of tariff increases, President Trump and President Xi agreed to another temporary trade truce
in late June 2019 that halted additional tariff increases. Tensions increased markedly after the July 2019 negotiations ended without an agreement, with both China and the U.S. increasing import duties. After setting new trade meetings in September
and October 2019, tariff waivers were announced on a selected group of U.S. and Chinese goods and the two sides signaled progress toward a partial trade deal. (Subsequent to the close of the reporting period, the U.S. and China agreed to a
phase one deal, which included rolling back some tariffs, increasing Chinas purchases of U.S. agriculture products and the consideration of intellectual property, technology and financial services rights.) The U.S., Mexico and
Canada Agreement (USMCA) trade deal replacing the North American Free Trade Agreement had yet to be ratified by the national congresses (subsequent to the close of the reporting period, the trade deal was passed by the House of Representatives),
while President Trump rescinded the threat to impose tariffs on Mexico if the country didnt take more action to curb illegal immigration. The Trump administration delayed imposing auto tariffs on the European Union (EU), as it continued to
focus more on the China trade negotiations, but duties on $7.5 billion worth of EU goods including wine and cheese went into effect in October 2019 in retaliation for a dispute over aircraft subsidies. Global manufacturing and export data
continued to show evidence of trade-related slumps, which increased worries that the slowdown would spread into other segments of the global economy.
In the U.K.,
Prime Minister Theresa May was unable to secure a Brexit deal before the original March 29, 2019 deadline and resigned as of June 7, 2019. The EU extended the deadline to October 31, 2019, which Prime Minister Mays successor,
Boris Johnson, was unable to meet after a series of political maneuvers, which failed to secure an approval for his exit plan. In October 2019, the EU approved a flextension to January 31, 2020 and a U.K. general election was
scheduled for December (subsequent to the close of the reporting period, on December 12, 2019, the Conservative
6
Party won a large majority and on December 19,
2019, the British Parliament passed the Brexit Bill). In Italy, investors worried about another potential budget clash between the eurosceptic coalition government and the EU. However, following the unexpected resignation of the prime minister in
August 2019, the newly formed coalition government appeared to take a less antagonistic stance. Europe also contended with the yellow vest protests in France, immigration policy concerns, Russian sanctions and political risk in Turkey.
Elections around the world also remained a source of uncertainty. Markets continued to closely monitor the new administrations in Brazil and Mexico, as well as
Argentinas presidential election. Incumbent candidate President Macri, seen as market-friendly, suffered a surprising defeat in the August 2019 primary, and the Peronist ticket of Alberto Fernandez/Cristina Fernandez de Kirchner won as
expected in the October 2019 election. Europes traditional centrist parties lost seats in the Parliamentary elections and populist parties saw marginal gains. The ruling parties in India and South Africa maintained their majorities, where
slower economic growth could complicate their respective reform mandates.
Sentiment towards energy equities remained weak during the reporting period despite the
reduced risk in the energy industry through stronger balance sheets and lower capital spending plans. Concerns over weakening global demand and strong U.S. supply may have contributed to the poor sentiment. Valuations are attractive and energy
securities should benefit when sentiment improves. A catalyst may be distribution growth from master limited partnerships (MLPs) and midstream companies (those companies which gather, process transport and store oil, natural gas and refined
petroleum products), which we anticipate in 2020.
The spread between the median MLP yield and the Bloomberg Barclays U.S. High Yield Bond Index yield is the largest
it has been over the nearly 25-year period we have tracked this metric. While market expectations for a rate cut by the Fed have pushed bond yields down, the median MLP yield remains stubbornly high. The
median trailing twelve-month enterprise value to earnings before interest, taxes, depreciation and amortization (EBITDA) multiple, another key metric, indicated that MLPs were trading at a discount to where they traded when oil prices bottomed in
2016. To put this in perspective, these public valuations are well below where private equity has recently transacted midstream assets. In addition, bonds for the majority of midstream companies are trading at or above par value, another indication
that the sector may be undervalued. We expect the current market environment to lead management teams of public midstream companies to sell non-core assets and/or buy back their own equity.
A key component of the midstream business is natural gas liquids (NGLs). U.S. supply is abundant and requires continued investment in infrastructure to continue
exporting NGLs to the rest of the world. Given a lack of capacity in this area, NGL prices currently reflect an oversupply situation. As capacity is added, we expect facilities to fill up quickly as this
low-cost supply can be exported to the global market.
How did the Funds perform during this twelve-month reporting
period ended November 30, 2019?
The tables in each Funds Performance Overview and Holding Summaries section of this report provide total returns for
the one-year, five-year and since inception periods ended November 30, 2019. Each Funds total returns at net asset value (NAV) are compared with the performance of a corresponding market index. The
total return at NAV for JMF underperformed the Alerian MLP Index (Index) and the S&P 500® Index during the reporting period. The total return at NAV for JMLP underperformed
both the Index and S&P 500® Index during the reporting period.
The Funds are taxed as C
corporations, and unlike most other investment companies, they pay taxes on their own income. Consequently, as explained more fully later in the report, the Funds adjustments to their assets and liabilities to reflect the Funds projected
tax payments can significantly impact Fund share performance. In the most recent reporting period, those tax adjustments had a positive impact on the share performance of JMF and no impact on the share performance of JMLP.
7
Portfolio Managers Comments (continued)
The Funds employ leverage. In the most recent reporting period, this leverage had a negative
impact on the Funds total return. You should consider the Funds tax adjustments and leverage when comparing each Funds performance to the Index and S&P 500® Index, as
neither index is leveraged nor affected by the tax treatment of gains or losses. As a result, the Funds total return performance could differ significantly from the actual returns of its portfolio and that of the indexes, even if the pre-tax adjustment performance of the Funds portfolio assets and the performance of the indexes were similar.
We will divide
the discussion of the various strategies used by and features of the Funds, and how each of them impacted the performance of the Funds shares during the twelve-month reporting period ended November 30, 2019, into the following sub-sections:
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Impact of portfolio management strategies on Fund share performance
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Impact of tax adjustments on Fund share performance
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Impact of leverage on Fund share performance
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Impact of the Funds primary portfolio investment strategies on Fund share performance.
Both Funds continue to invest primarily in publicly traded MLPs operating in the energy sector with the main objective of providing a
tax-advantaged total return.
During the reporting period, the Funds were primarily invested in midstream MLPs that own
pipelines and other infrastructure facilities. These assets provide an essential service to our economy: procuring, processing, storing and transporting the commodities and products that fuel every aspect of our lives.
MLP equity prices traded sharply lower in December 2018, driven by tax loss selling. Prices quickly rebounded in January 2019 and moved up through mid-year. During the first half of 2019, there was no material pronouncements from management nor regulatory (FERC) or rating agencies, which allowed investors to begin focusing more on relatively attractive
MLP prices and fundamentals. Performance weakened in the later portion of 2019 as energy commodity prices softened and investors became concerned with the fundamentals of many energy-related companies. Midstream companies, particularly those
involved in gathering and processing, were impacted by selling pressure. Although commodity prices improved late in 2019, selling pressure did not abate. At the end of 2019, the holdings in the Funds portfolio remain fundamentally sound and
their valuations are low in comparison to history. Many midstream companies have indicated a plan to pay out flat to rising distributions in 2020. We continue to think that an inflection point in midstream distributions, from decline to growth, will
serve as the catalyst going forward.
While JMF underperformed the Index, the Fund benefited from strong security selection during the reporting period, while
detractors to performance included an overweight to the higher yielding gathering and processing MLPs and an underweight to the lower yielding midstream oil MLPs.
JMLP underperformed the twelve-month reporting period ended November 30, 2019. JMLPs strategy is differentiated from JMF in the following ways: 1) JMLP will
not purchase the top ten constituents in the Index, and 2) JMLP will not purchase securities that are rated among the bottom 30% of the universe by quality, as defined by the sub-advisers Quality
Scorecard process. The Fund benefited from a position in Global Partners LP, which was a top performing MLP in the portfolio and is not held in the Index. A detractor to Fund performance was not owning Buckeye Parters, L.P., which was one
of the top ten constituents in the Index.
Impact of tax adjustments on the Funds share performance
Each Fund is treated as a C Corporation for U.S. federal income tax purposes and therefore is a taxable entity, meaning that in addition to recording a
current tax expense on current year earnings and realized gains, they also record either a net deferred tax liability representing the future taxes projected to be payable on unrealized portfolio gains, or
8
a net deferred tax asset representing the tax
benefit projected to be associated with realized and unrealized portfolio losses. These tax adjustment entries on the Funds accounting records are intended to ensure that the Funds NAVs take into account the future income tax that the
Funds may be liable for based on unrealized appreciation as well as the tax benefit of losses that may be used to offset future earnings. Such entries will often have a moderating impact on the total returns of investment of the
Funds shares during a particular measurement period. An increase in the value of a Funds portfolio investments will typically trigger an increase to the deferred tax liability or a reduction to the deferred tax asset that would partially
offset the portfolio value increases; in contrast, a decrease in value of the Funds portfolio investments will typically trigger a reduction in a deferred tax liability and/or an increase to the deferred tax asset, which would tend to
partially offset such portfolio value decreases.
During the reporting period for JMF, the projected future tax liability of the Fund decreased, resulting in a
positive contribution to NAV performance.
To the extent that a Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is
required that would offset the tax asset. Accounting principles dictate that the determination of such a valuation allowance is based on whether there is a more-likely-than-not probability that some portion or
all of the deferred tax asset will not be realized.
At November 30, 2018, JMLP had a valuation allowance to offset the deferred tax asset. This allowance still
existed at November 30, 2019. As a result, there was no impact to NAV performance associated with the deferred tax asset or liability.
Further modifications of
the Funds estimates or assumptions regarding its deferred tax liability and/or asset balances and any applicable valuation allowance could result in increases or decreases in the Funds net asset value per share, which could be material.
Impact of the Funds leverage strategies on performance
One
important factor impacting the returns of the Funds common shares relative to their comparative benchmarks was the Funds use of leverage through bank borrowings. The Funds use leverage because our research has shown that, over time,
leveraging provides opportunities for additional income and total return. The opportunity arises when short-term rates that the Fund pays on its leveraging instruments are lower than the distributions the Fund earns on its portfolio securities that
it has bought with the proceeds of that leverage. This has been particularly true in the recent market environment where short-term rates have been low by historical standards.
However, use of leverage can expose Fund common shares to additional price volatility. When a Fund uses leverage, the Funds common shares will experience a greater
increase in their net asset value if the securities acquired through the use of leverage increase in value, but will also experience a correspondingly larger decline in their net asset value if the securities acquired through leverage decline in
value, which will make the shares net asset value more volatile, and total return performance more variable, over time.
In addition, common share income in
levered funds will typically decrease in comparison to unlevered funds when short-term interest rates increase and increase when short-term interest rates decrease. In recent quarters, fund leverage expenses have generally tracked the overall
movement of short-term tax-exempt interest rates. While fund leverage expenses are somewhat higher than their all-time lows after the 2007-2009 financial crisis,
which has contributed to a reduction in common share net income and long-term total return potential, leverage nevertheless continues to provide the opportunity for incremental common share income. Management believes that the potential
benefits from leverage continue to outweigh the associated increase in risk and volatility previously described.
For the twelve-month reporting period ended
November 30, 2019, leverage had a negative impact on the total return performance of both Funds.
9
Portfolio Managers Comments (continued)
The Funds employ regulatory leverage through the use of bank borrowings. As of November 30, 2019,
the Funds had outstanding bank borrowings as shown in the accompanying table.
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JMF
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JMLP
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Bank Borrowings
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$
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128,600,000
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$
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29,100,000
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As of November 30, 2019, the Funds leverage, expressed as a percentage of total managed assets, were as shown in the accompanying
table.
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JMF
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JMLP
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Effective Leverage*
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29.54
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%
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29.27
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%
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Regulatory Leverage*
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29.54
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%
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29.27
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%
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*
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Effective Leverage is a Funds effective economic leverage, and includes both regulatory leverage and the leverage
effects of certain derivative and other investments in a Funds portfolio that increase the Funds investment exposure. Regulatory leverage consists of preferred shares issued or borrowings of a Fund. Both of these are part of a
Funds capital structure. A Fund, however, may from time to time borrow on a typically transient basis in connection with its day-to-day operations, primarily in
connection with the need to settle portfolio trades. Such incidental borrowings are excluded from the calculation of a Funds effective leverage ratio. Regulatory leverage is subject to asset coverage limits set forth in the Investment Company
Act of 1940.
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Bank Borrowings
As noted above, the
Funds employ leverage through the use of bank borrowings.
The Funds operate under established leverage guidelines. During the current reporting period, volatility
in the MLP market caused the Funds to periodically reduce and increase the amount of their outstanding borrowings in order to maintain levels consistent with these guidelines. The Funds bank borrowing activities are as shown in the
accompanying table.
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Current Reporting Period
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Subsequent to the Close of
the Reporting Period
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Fund
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December 1, 2018
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Draws
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Paydowns
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November 30, 2019
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Average Balance
Outstanding
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Draws
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Paydowns
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January 28, 2020
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JMF
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$
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170,400,000
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$
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4,500,000
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$
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(46,300,000
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)
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$
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128,600,000
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$
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153,650,137
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$
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$
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$
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128,600,000
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JMLP
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$
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37,750,000
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$
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4,000,000
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$
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(12,650,000
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)
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$
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29,100,000
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$
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34,198,904
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$
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$
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$
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29,100,000
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Refer to Notes to Financial Statements, Note 7 Borrowing Arrangements for further details.
During the reporting period, JMF and JMLP continued to utilize forward interest rate swap contracts to hedge the future interest expense of its leverage. During the
reporting period, these swaps had a negative impact on the Funds overall performance.
10
Common Share
Information
DISTRIBUTION INFORMATION
The following information regarding the Funds
distributions is current as of November 30, 2019, the Funds fiscal and tax year end, and may differ from previously issued distribution notifications.
The
Funds have a cash flow-based distribution program. Under this program, each Fund seeks to maintain an attractive and stable regular distribution based on the Funds net cash flow received from its portfolio investments. Fund distributions are
not intended to include expected portfolio appreciation; however, each Fund invests in securities that make payments which ultimately may be fully or partially treated as gains or return of capital for tax purposes. This tax treatment will generally
flow through to the Funds distributions, but the specific tax treatment is often not known with certainty until after the end of the Funds tax year. As a result, regular distributions throughout the year are likely to be
re-characterized for tax purposes as either long-term gains (both realized and unrealized), or as a non-taxable return of capital.
The figures in the table below
provide the sources (for tax purposes) of each Funds distributions as of November 30, 2019. These source include amounts attributable to realized gains and/or returns of capital. The Funds attribute these non-income sources equally to each
regular distribution throughout the fiscal year. The information shown below is for the distributions paid on common shares for all prior months in the current fiscal year. These amounts should not be used for tax reporting purposes, and the
distribution sources may differ for financial reporting than for tax reporting. The final determination of the tax characteristics of all distributions paid in 2019 will be made in early 2020 and reported to you on Form 1099-DIV. More details about
the tax characteristics of each Funds distributions are available on www.nuveen.com/CEFdistributions.
Data as of November 30, 2019
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Fiscal YTD
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Fiscal YTD
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Percentage of the Distribution
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Per Share Amounts
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Fund
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Net
Investment
Income(1)
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|
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Realized
Gains
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Return of
Capital(2)
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Total
Distributions
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Net
Investment
Income(1)
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Realized
Gains
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Return of
Capital(2)
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JMF (FYE 11/30)
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0.00
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%
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|
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0.00
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%
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|
|
100
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%
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|
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$
|
1.0000
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|
|
$
|
0.0000
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|
|
$
|
0.0000
|
|
|
$
|
1.0000
|
|
JMLP (FYE 11/30)
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
100
|
%
|
|
|
|
|
|
$
|
0.7500
|
|
|
$
|
0.0000
|
|
|
$
|
0.0000
|
|
|
$
|
0.7500
|
|
(1)
|
NII is Net Investment Income. The funds may have current fiscal year earnings and profits, and if so, a portion or all of
the distributions may be treated as ordinary dividend income.
|
(2)
|
Return of Capital may represent unrealized gains, return of shareholders principal, or both.
|
The following table provides information regarding fund distributions and total return performance over various time periods. This information is intended to help you
better understand whether fund returns for the specified time periods were sufficient to meet fund distributions.
Data as of November 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|
|
|
|
|
Cumulative
|
|
Fund
|
|
Inception
Date
|
|
|
Latest
Quarterly
Per Share
Distribution
|
|
|
|
|
|
Current
Distribution
on
NAV
|
|
|
1-Year
Return on
NAV
|
|
|
Since Inception
Return on
NAV
|
|
|
|
|
|
Calendar YTD
Distributions
on
NAV
|
|
|
Calendar
YTD
Return
on NAV
|
|
JMF (FYE 11/30)
|
|
|
2/23/2011
|
|
|
|
$0.2500
|
|
|
|
|
|
|
|
13.33
|
%
|
|
|
(16.20
|
)%
|
|
|
(2.04)
|
%
|
|
|
|
|
|
|
13.33
|
%
|
|
|
(6.45)
|
%
|
JMLP (FYE 11/30)
|
|
|
3/26/2014
|
|
|
|
$0.1875
|
|
|
|
|
|
|
|
14.40
|
%
|
|
|
(15.41
|
)%
|
|
|
(11.34)
|
%
|
|
|
|
|
|
|
14.40
|
%
|
|
|
(2.11)
|
%
|
11
Common Share Information (continued)
CHANGE IN METHOD OF PUBLISHING NUVEEN CLOSED-END FUND DISTRIBUTION AMOUNTS
Beginning on or about November 1, 2019, the Nuveen Closed-End Funds will be discontinuing the practice of announcing Fund distribution amounts and timing via press
release. Instead, information about the Nuveen Closed-End Funds monthly and quarterly periodic distributions to shareholders will be posted and can be found on Nuveens enhanced closed-end fund resource page, which is at
www.nuveen.com/closed-end-fund-distributions, along with other Nuveen closed-end fund product updates. Shareholders can expect regular distribution information to be posted on www.nuveen.com on the first business day of each month. To ensure that
our shareholders have timely access to the latest information, a subscribe function can be activated at this link here, or at this web page (www.nuveen.com/en-us/people/about-nuveen/for-the-media).
COMMON SHARE EQUITY SHELF PROGRAM
During the current reporting period, JMLP
was authorized by the Securities and Exchange Commission to issue additional common shares through an equity shelf program (Shelf Offering). Under this program, the Fund, subject to market conditions, may raise additional capital from time to time
in varying amounts and offering methods at a net price at or above the Funds NAV per common share. The total amount of common shares authorized under this Shelf Offering are as shown in the accompanying table.
|
|
|
|
|
|
|
JMLP*
|
|
Additional authorized common shares
|
|
|
3,100,000
|
|
*
|
Represents additional authorized common shares for the period December 1, 2018 through March 29, 2019.
|
Refer to Notes to Financial Statements, Note 5 Fund Shares, Common Shares Equity Shelf Programs and Offering Costs for further details of
Shelf Offerings and the Funds respective transactions.
COMMON SHARE REPURCHASES
During August 2019, the Funds Board of Trustees reauthorized an open-market share repurchase program, allowing each Fund to repurchase an aggregate of up to
approximately 10% of its outstanding common shares.
As of November 30, 2019, and since the inception of the Funds repurchase programs, the Funds have
cumulatively repurchased and retired their outstanding shares as shown in the accompanying table.
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Common shares cumulatively repurchased and retired
|
|
|
|
|
|
|
|
|
Common shares authorized for repurchase
|
|
|
4,080,000
|
|
|
|
1,350,000
|
|
During the current reporting period, the Funds did not repurchase any of their outstanding common shares.
OTHER COMMON SHARE INFORMATION
As of November 30, 2019, and during the
current reporting period, the Funds common share prices were trading at a premium/(discount) to their NAVs as shown in the accompanying table.
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Common share NAV
|
|
$
|
7.52
|
|
|
$
|
5.21
|
|
Common share price
|
|
$
|
7.21
|
|
|
$
|
4.78
|
|
Premium/(Discount) to NAV
|
|
|
(4.12
|
)%
|
|
|
(8.25
|
)%
|
12-month average premium/(discount) to NAV
|
|
|
(6.73
|
)%
|
|
|
(8.82
|
)%
|
12
Risk Considerations and
Investment Policy Updates
Risk Considerations
Fund shares are not guaranteed or endorsed by any bank or
other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation.
Nuveen Energy MLP Total Return Fund (JMF)
Investing in closed-end funds involves risk; principal loss is possible. There is no guarantee the Funds investment objectives will be achieved.
Closed-end fund shares may frequently trade at a discount or premium to their net asset value. MLP Units are subject to energy sector concentration risk, limited voting rights, and heightened tax risk. Common stock returns often
have experienced significant volatility. Leverage increases return volatility and magnifies the Funds potential return and its risks; there is no guarantee a funds leverage strategy will be successful. For these and other risks
such as tax risk, please see the Funds web page at www.nuveen.com/JMF.
Nuveen All Cap Energy MLP Opportunities Fund (JMLP)
Investing in closed-end funds involves risk; principal loss is possible. There is no guarantee the Funds investment objectives will be achieved. Closed-end fund
shares may frequently trade at a discount or premium to their net asset value. MLP Units are subject to energy sector concentration risk, limited voting rights, and heightened tax risk. Common stock returns often have experienced
significant volatility. Leverage increases return volatility and magnifies the Funds potential return and its risks; there is no guarantee a funds leverage strategy will be successful. For these and other risks, including tax
risk and small capitalization risk, please see the Funds web page at www.nuveen.com/JMLP.
Investment Policy Updates
Change in Investment Policy
Each of the Funds has recently adopted the
following policy regarding limits to investments in illiquid securities:
While there are no such limits imposed by applicable regulations, certain Nuveen Closed-End
Funds formerly had investment policies that placed limits on a Funds ability to invest in illiquid securities. All exchange-listed Nuveen Closed-End Funds now have no formal limit on their ability to invest in such illiquid securities, but
each Funds portfolio management team will monitor such investments in the regular, overall management of the Funds portfolio securities.
13
|
|
|
JMF
|
|
Nuveen Energy MLP Total Return Fund
Performance Overview and Holding Summaries as of November 30, 2019
|
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within
this section.
Average Annual Total Returns as of November 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual
|
|
|
|
1-Year
|
|
|
5-Year
|
|
|
Since
Inception
|
|
JMF at Common Share NAV
|
|
|
(16.20)%
|
|
|
|
(10.84)%
|
|
|
|
(2.04)%
|
|
JMF at Common Share Price
|
|
|
(11.98)%
|
|
|
|
(9.82)%
|
|
|
|
(2.56)%
|
|
Alerian MLP Index
|
|
|
(11.00)%
|
|
|
|
(9.56)%
|
|
|
|
(0.25)%
|
|
S&P 500® Index
|
|
|
16.11%
|
|
|
|
10.98%
|
|
|
|
12.85%
|
|
Since inception returns are from 2/23/11. Past performance is not predictive of future results. Current performance may be higher or
lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions.
Comparative index return information is provided for the Funds shares at NAV only. Indexes are not available for direct investment.
Common Share Price
Performance Weekly Closing Price
14
This data relates to the securities held in the
Funds portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.
Fund Allocation
(% of net
assets)
|
|
|
|
|
Master Limited Partnerships & MLP Affiliates
|
|
|
128.5%
|
|
Common Stocks
|
|
|
12.6%
|
|
Repurchase Agreements
|
|
|
0.6%
|
|
Other Assets Less Liabilities
|
|
|
0.2%
|
|
Net Assets Plus Borrowings
|
|
|
141.9%
|
|
Borrowings
|
|
|
(41.9)%
|
|
Net Assets
|
|
|
100%
|
|
Portfolio Composition
(% of
total investments)
|
|
|
|
|
Oil, Gas & Consumable Fuels
|
|
|
99.5%
|
|
Repurchase Agreements
|
|
|
0.5%
|
|
Total
|
|
|
100%
|
|
Top Ten Issuers
(% of total long-term investments)
|
|
|
|
|
Energy Transfer LP
|
|
|
10.7%
|
|
MPLX LP
|
|
|
10.2%
|
|
Enterprise Products Partners LP
|
|
|
7.2%
|
|
Phillips 66 Partners LP
|
|
|
6.9%
|
|
Crestwood Equity Partners LP
|
|
|
6.3%
|
|
Plains All American Pipeline LP
|
|
|
5.9%
|
|
NGL Energy Partners LP
|
|
|
5.7%
|
|
Genesis Energy LP
|
|
|
5.1%
|
|
Delek Logistics Partners LP
|
|
|
4.4%
|
|
Tallgrass Energy LP
|
|
|
4.4%
|
|
15
|
|
|
JMLP
|
|
Nuveen All Cap Energy MLP Opportunities Fund
Performance Overview and Holding Summaries as of November 30, 2019
|
Refer to the Glossary of Terms Used in this Report for further definition of the terms used within
this section.
Average Annual Total Returns as of November 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual
|
|
|
|
1-Year
|
|
|
5-Year
|
|
|
Since
Inception
|
|
JMLP at Common Share NAV
|
|
|
(15.41)%
|
|
|
|
(13.12)%
|
|
|
|
(11.34)%
|
|
JMLP at Common Share Price
|
|
|
(12.99)%
|
|
|
|
(12.20)%
|
|
|
|
(13.11)%
|
|
Alerian MLP Index
|
|
|
(11.00)%
|
|
|
|
(9.56)%
|
|
|
|
(6.79)%
|
|
S&P 500® Index
|
|
|
16.11%
|
|
|
|
10.98%
|
|
|
|
12.02%
|
|
Since inception returns are from 3/26/14. Past performance is not predictive of future results. Current performance may be higher or
lower than the data shown. Returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Returns at NAV are net of Fund expenses, and assume reinvestment of distributions.
Comparative index return information is provided for the Funds shares at NAV only. Indexes are not available for direct investment.
Common Share Price
Performance Weekly Closing Price
16
This data relates to the securities held in the
Funds portfolio of investments as of the end of the reporting period. It should not be construed as a measure of performance for the Fund itself. Holdings are subject to change.
Fund Allocation
(% of net
assets)
|
|
|
|
|
Master Limited Partnerships & MLP Affiliates
|
|
|
127.3%
|
|
Common Stocks
|
|
|
13.0%
|
|
Repurchase Agreements
|
|
|
1.3%
|
|
Other Assets Less Liabilities
|
|
|
(0.2)%
|
|
Net Assets Plus Borrowings
|
|
|
141.4%
|
|
Borrowings
|
|
|
(41.4)%
|
|
Net Assets
|
|
|
100%
|
|
Portfolio Composition
(% of
total investments)
|
|
|
|
|
Oil, Gas & Consumable Fuels
|
|
|
99.0%
|
|
Repurchase Agreements
|
|
|
1.0%
|
|
Total
|
|
|
100%
|
|
Top Ten Issuers
(% of total
long-term investments)
|
|
|
|
|
Crestwood Equity Partners LP
|
|
|
8.6%
|
|
Enable Midstream Partners LP
|
|
|
7.5%
|
|
KNOT Offshore Partners LP
|
|
|
7.2%
|
|
Global Partners LP/MA
|
|
|
6.5%
|
|
NGL Energy Partners LP
|
|
|
5.9%
|
|
Genesis Energy LP
|
|
|
5.7%
|
|
Delek Logistics Partners LP
|
|
|
5.4%
|
|
NuStar Energy LP
|
|
|
5.2%
|
|
ONEOK Inc
|
|
|
4.3%
|
|
Energy Transfer LP
|
|
|
4.3%
|
|
17
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of
Nuveen Energy MLP Total Return Fund
Nuveen All Cap Energy MLP
Opportunities Fund:
Opinions on the Financial Statements
We have
audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Nuveen Energy MLP Total Return Fund and Nuveen All Cap Energy MLP Opportunities Fund (hereafter collectively referred to as the
Funds) as of November 30, 2019, the related statements of operations and cash flows for the year ended November 30, 2019, the statements of changes in net assets for each of the two years in the period ended November 30,
2019, including the related notes, and the financial highlights for each of the five years in the period ended November 30, 2019 (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of each of the Funds as of November 30, 2019, the results of each of their operations and each of their cash flows for the year then ended, the changes in each of their net assets
for each of the two years in the period ended November 30, 2019 and each of the financial highlights for each of the five years in the period ended November 30, 2019 in conformity with accounting principles generally accepted in the United
States of America.
Basis for Opinions
These financial statements are
the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our
procedures included confirmation of securities owned as of November 30, 2019 by correspondence with the custodians, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that
our audits provide a reasonable basis for our opinions.
PricewaterhouseCoopers LLP
Chicago, Illinois
January 28, 2020
We have served as the auditor of one or more investment companies in Nuveen Funds since 2002.
18
|
|
|
JMF
|
|
Nuveen Energy MLP Total Return Fund
Portfolio of Investments November 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares/Units
|
|
|
Description (1)
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM INVESTMENTS 141.1% (99.5% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MASTER LIMITED PARTNERSHIPS & MLP AFFILIATES 128.5% (90.7% of Total
Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil, Gas & Consumable Fuels 128.5% (90.7% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
866,019
|
|
|
Crestwood Equity Partners LP
|
|
|
|
|
|
|
|
|
|
$
|
27,470,123
|
|
|
802,077
|
|
|
DCP Midstream LP
|
|
|
|
|
|
|
|
|
|
|
16,931,845
|
|
|
590,788
|
|
|
Delek Logistics Partners LP
|
|
|
|
|
|
|
|
|
|
|
18,976,111
|
|
|
2,001,365
|
|
|
Enable Midstream Partners LP
|
|
|
|
|
|
|
|
|
|
|
18,392,544
|
|
|
3,904,453
|
|
|
Energy Transfer LP
|
|
|
|
|
|
|
|
|
|
|
46,111,590
|
|
|
1,179,189
|
|
|
Enterprise Products Partners LP
|
|
|
|
|
|
|
|
|
|
|
31,036,254
|
|
|
1,159,257
|
|
|
Genesis Energy LP
|
|
|
|
|
|
|
|
|
|
|
22,037,476
|
|
|
405,670
|
|
|
Holly Energy Partners LP
|
|
|
|
|
|
|
|
|
|
|
9,070,781
|
|
|
642,250
|
|
|
KNOT Offshore Partners LP, (2)
|
|
|
|
|
|
|
|
|
|
|
12,369,735
|
|
|
1,867,321
|
|
|
MPLX LP
|
|
|
|
|
|
|
|
|
|
|
44,162,142
|
|
|
2,498,135
|
|
|
NGL Energy Partners LP
|
|
|
|
|
|
|
|
|
|
|
24,806,481
|
|
|
444,005
|
|
|
Noble Midstream Partners LP, (4), (5)
|
|
|
|
|
|
|
|
|
|
|
8,626,171
|
|
|
547,100
|
|
|
PBF Logistics LP
|
|
|
|
|
|
|
|
|
|
|
11,188,195
|
|
|
537,645
|
|
|
Phillips 66 Partners LP
|
|
|
|
|
|
|
|
|
|
|
29,962,956
|
|
|
1,475,948
|
|
|
Plains All American Pipeline LP
|
|
|
|
|
|
|
|
|
|
|
25,681,495
|
|
|
103,630
|
|
|
Summit Midstream Partners LP
|
|
|
|
|
|
|
|
|
|
|
317,108
|
|
|
132,855
|
|
|
Sunoco LP
|
|
|
|
|
|
|
|
|
|
|
4,138,433
|
|
|
1,058,725
|
|
|
Tallgrass Energy LP, (2)
|
|
|
|
|
|
|
|
|
|
|
18,961,765
|
|
|
980,540
|
|
|
USD Partners LP
|
|
|
|
|
|
|
|
|
|
|
9,275,908
|
|
|
826,906
|
|
|
Western Midstream Partners LP
|
|
|
|
|
|
|
|
|
|
|
14,661,043
|
|
|
|
|
|
Total Oil, Gas & Consumable Fuels
|
|
|
|
|
|
|
|
|
|
|
394,178,156
|
|
|
|
|
|
Total Master Limited Partnership & MLP Affiliates (cost
$413,262,608)
|
|
|
|
|
|
|
|
|
|
|
394,178,156
|
|
|
|
|
|
|
Shares
|
|
|
Description (1)
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCKS 12.6% (8.8% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil, Gas & Consumable Fuels 12.6% (8.8% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,280,655
|
|
|
EnLink Midstream LLC
|
|
|
|
|
|
|
|
|
|
$
|
10,833,111
|
|
|
235,548
|
|
|
ONEOK Inc, (2)
|
|
|
|
|
|
|
|
|
|
|
16,735,686
|
|
|
299,640
|
|
|
Targa Resources Corp., (2)
|
|
|
|
|
|
|
|
|
|
|
10,945,849
|
|
|
|
|
|
Total Oil, Gas & Consumable Fuels
|
|
|
|
|
|
|
|
|
|
|
38,514,646
|
|
|
|
|
|
Total Common Stocks (cost $42,632,478)
|
|
|
|
|
|
|
|
|
|
|
38,514,646
|
|
|
|
|
|
Total Long-Term Investments (cost $455,895,086)
|
|
|
|
|
|
|
|
|
|
|
432,692,802
|
|
|
|
|
|
|
Principal
Amount (000)
|
|
|
Description (1)
|
|
Coupon
|
|
|
Maturity
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
SHORT-TERM INVESTMENTS 0.6% (0.5% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REPURCHASE AGREEMENTS 0.6% (0.5% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,984
|
|
|
Repurchase Agreement with Fixed Income Clearing
Corporation,
dated 11/29/19, repurchase price $1,984,185,
collateralized by $1,815,000 U.S. Treasury Notes,
0.125%, due 7/15/22, value $2,025,509
|
|
|
0.650%
|
|
|
|
12/02/19
|
|
|
$
|
1,984,078
|
|
|
|
|
|
Total Short-Term Investments (cost $1,984,078)
|
|
|
|
|
|
|
|
|
|
|
1,984,078
|
|
|
|
|
|
Total Investments (cost $457,879,164)
141.7%
|
|
|
|
|
|
|
|
|
|
|
434,676,880
|
|
|
|
|
|
Borrowings (41.9)% (6), (7)
|
|
|
|
|
|
|
|
|
|
|
(128,600,000
|
)
|
|
|
|
|
Other Assets Less Liabilities 0.2% (8)
|
|
|
|
|
|
|
|
|
|
|
709,413
|
|
|
|
|
|
Net Assets Applicable to Common Shares
100%
|
|
|
|
|
|
|
|
|
|
$
|
306,786,293
|
|
19
|
|
|
|
|
JMF
|
|
Nuveen Energy MLP Total Return Fund (continued)
|
|
Portfolio of Investments November 30, 2019
|
Investments in Derivatives
Interest Rate Swaps OTC Uncleared
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty
|
|
Notional
Amount
|
|
|
Fund
Pay/Receive
Floating Rate
|
|
|
Floating Rate Index
|
|
|
Fixed Rate
(Annualized)
|
|
|
Fixed Rate
Payment
Frequency
|
|
|
Effective
Date (9)
|
|
|
Optional
Termination
Date
|
|
|
Maturity
Date
|
|
|
Value
|
|
|
Unrealized
Appreciation
(Depreciation)
|
|
JPMorgan Chase Bank, N.A.
|
|
$
|
94,500,000
|
|
|
|
Receive
|
|
|
|
1-Month LIBOR
|
|
|
|
1.969
|
%
|
|
|
Monthly
|
|
|
|
6/01/18
|
|
|
|
7/01/25
|
|
|
|
7/01/27
|
|
|
$
|
(3,898,589
|
)
|
|
$
|
(3,898,589
|
)
|
For Fund portfolio compliance purposes, the Funds industry classifications refer to any one or more of the industry
sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may
combine industry sub-classifications into sectors for reporting ease.
(1)
|
All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise
noted.
|
(2)
|
All, or a portion of, distributions designated as ordinary income which is recognized as Dividends on the
Statement of Operations.
|
(3)
|
Non-income producing; issuer has not declared a dividend within the past twelve
months.
|
(4)
|
Investment valued at fair value using methods determined in good faith by, or at the discretion of, the Board. For fair
value measurement disclosure purposes, investment classified as Level 3. See Notes to Financial Statements, Note 3 Investment Valuation and Fair Value Measurements for more information.
|
(5)
|
Security is restricted and may be resold only in transactions exempt from registration, normally to qualified
institutional buyers.
|
(6)
|
The Fund segregates 100% of its eligible investments (excluding any investments separately pledged as collateral for
specific investments in derivatives, when applicable) in the Portfolio Investments as collateral for borrowings. As of the end of the reporting period, investments with a value of $403,172,764 have been pledged as collateral for borrowings.
|
(7)
|
Borrowings as a percentage of Total Investments is 29.6%.
|
(8)
|
Other assets less liabilities includes the unrealized appreciation (depreciation) of certain over-the-counter (OTC) derivatives as presented on the Statement of Assets and Liabilities, when applicable. The unrealized appreciation (depreciation) of OTC
cleared and exchange-traded derivatives is recognized as part of the cash collateral at brokers and/or the receivable or payable for variation margin as presented on the Statement of Assets and Liabilities, when applicable.
|
(9)
|
Effective date represents the date on which both the Fund and counterparty commence interest payment accruals on each
contract.
|
LIBOR
|
London Inter-Bank Offered Rate
|
See accompanying notes to financial statements.
20
|
|
|
JMLP
|
|
Nuveen All Cap Energy
MLP Opportunities Fund
Portfolio of Investments November 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares/Units
|
|
|
Description (1)
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM INVESTMENTS 140.3% (99.0% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MASTER LIMITED PARTNERSHIPS & MLP AFFILIATES 127.3% (89.9% of Total
Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil, Gas & Consumable Fuels 127.3% (89.9% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
267,664
|
|
|
Crestwood Equity Partners LP
|
|
|
|
|
|
|
|
|
|
$
|
8,490,302
|
|
|
194,075
|
|
|
DCP Midstream LP
|
|
|
|
|
|
|
|
|
|
|
4,096,923
|
|
|
164,990
|
|
|
Delek Logistics Partners LP
|
|
|
|
|
|
|
|
|
|
|
5,299,479
|
|
|
799,975
|
|
|
Enable Midstream Partners LP
|
|
|
|
|
|
|
|
|
|
|
7,351,770
|
|
|
355,975
|
|
|
Energy Transfer LP
|
|
|
|
|
|
|
|
|
|
|
4,204,065
|
|
|
294,805
|
|
|
Genesis Energy LP
|
|
|
|
|
|
|
|
|
|
|
5,604,243
|
|
|
318,605
|
|
|
Global Partners LP/MA
|
|
|
|
|
|
|
|
|
|
|
6,378,472
|
|
|
265,885
|
|
|
Hoegh LNG Partners LP, (2)
|
|
|
|
|
|
|
|
|
|
|
4,110,582
|
|
|
182,175
|
|
|
Holly Energy Partners LP
|
|
|
|
|
|
|
|
|
|
|
4,073,433
|
|
|
368,090
|
|
|
KNOT Offshore Partners LP, (2)
|
|
|
|
|
|
|
|
|
|
|
7,089,413
|
|
|
35,822
|
|
|
MPLX LP
|
|
|
|
|
|
|
|
|
|
|
847,190
|
|
|
587,883
|
|
|
NGL Energy Partners LP
|
|
|
|
|
|
|
|
|
|
|
5,837,678
|
|
|
100,917
|
|
|
Noble Midstream Partners LP, (4), (5)
|
|
|
|
|
|
|
|
|
|
|
1,960,625
|
|
|
180,673
|
|
|
NuStar Energy LP
|
|
|
|
|
|
|
|
|
|
|
5,098,592
|
|
|
200,000
|
|
|
Oasis Midstream Partners LP
|
|
|
|
|
|
|
|
|
|
|
3,200,000
|
|
|
182,595
|
|
|
PBF Logistics LP
|
|
|
|
|
|
|
|
|
|
|
3,734,068
|
|
|
239,750
|
|
|
Plains GP Holdings LP
|
|
|
|
|
|
|
|
|
|
|
4,188,433
|
|
|
200,930
|
|
|
Summit Midstream Partners LP
|
|
|
|
|
|
|
|
|
|
|
614,846
|
|
|
230,000
|
|
|
Tallgrass Energy LP, (2)
|
|
|
|
|
|
|
|
|
|
|
4,119,300
|
|
|
339,902
|
|
|
USD Partners LP
|
|
|
|
|
|
|
|
|
|
|
3,215,473
|
|
|
|
|
|
Total Oil, Gas & Consumable Fuels
|
|
|
|
|
|
|
|
|
|
|
89,514,887
|
|
|
|
|
|
Total Master Limited Partnership & MLP Affiliates (cost
$86,648,754)
|
|
|
|
|
|
|
|
|
|
|
89,514,887
|
|
|
|
|
|
|
Shares
|
|
|
Description (1)
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCKS 13.0% (9.1% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil, Gas & Consumable Fuels 13.0% (9.1% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
513,415
|
|
|
EnLink Midstream LLC
|
|
|
|
|
|
|
|
|
|
$
|
2,438,721
|
|
|
59,590
|
|
|
ONEOK Inc, (2)
|
|
|
|
|
|
|
|
|
|
|
4,233,870
|
|
|
67,455
|
|
|
Targa Resources Corp., (2)
|
|
|
|
|
|
|
|
|
|
|
2,464,131
|
|
|
|
|
|
Total Oil, Gas & Consumable Fuels
|
|
|
|
|
|
|
|
|
|
|
9,136,722
|
|
|
|
|
|
Total Common Stocks (cost $12,174,570)
|
|
|
|
|
|
|
|
|
|
|
9,136,722
|
|
|
|
|
|
Total Long-Term Investments (cost $98,823,324)
|
|
|
|
|
|
|
|
|
|
|
98,651,609
|
|
|
|
|
|
|
Principal
Amount (000)
|
|
|
Description (1)
|
|
Coupon
|
|
|
Maturity
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
SHORT-TERM INVESTMENTS 1.3% (1.0% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REPURCHASE AGREEMENTS 1.3% (1.0% of Total Investments)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
946
|
|
|
Repurchase Agreement with Fixed Income Clearing
Corporation,
dated 11/29/19, repurchase price $946,332,
collateralized by $960,000 U.S. Treasury Notes,
1.750%, due 7/15/22, value $969,315
|
|
|
0.650%
|
|
|
|
12/02/19
|
|
|
$
|
946,281
|
|
|
|
|
|
Total Short-Term Investments (cost $946,281)
|
|
|
|
|
|
|
|
|
|
|
946,281
|
|
|
|
|
|
Total Investments (cost $99,769,605)
141.6%
|
|
|
|
|
|
|
|
|
|
|
99,597,890
|
|
|
|
|
|
Borrowings (41.4)% (6), (7)
|
|
|
|
|
|
|
|
|
|
|
(29,100,000
|
)
|
|
|
|
|
Other Assets Less Liabilities (0.2)% (8)
|
|
|
|
|
|
|
|
|
|
|
(164,299
|
)
|
|
|
|
|
Net Assets Applicable to Common Shares
100%
|
|
|
|
|
|
|
|
|
|
$
|
70,333,591
|
|
21
|
|
|
|
|
JMLP
|
|
Nuveen All Cap Energy MLP Opportunities Fund (continued)
|
|
Portfolio of Investments November 30, 2019
|
Investments in Derivatives
Interest Rate Swaps OTC Uncleared
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty
|
|
Notional
Amount
|
|
|
Fund
Pay/Receive
Floating Rate
|
|
|
Floating Rate Index
|
|
|
Fixed Rate
(Annualized)
|
|
|
Fixed Rate
Payment
Frequency
|
|
|
Effective
Date (9)
|
|
|
Optional
Termination
Date
|
|
|
Maturity
Date
|
|
|
Value
|
|
|
Unrealized
Appreciation
(Depreciation)
|
|
Morgan Stanley Capital Services LLC
|
|
$
|
21,000,000
|
|
|
|
Receive
|
|
|
|
1-Month LIBOR
|
|
|
|
2.042
|
%
|
|
|
Monthly
|
|
|
|
6/01/18
|
|
|
|
7/01/25
|
|
|
|
7/01/27
|
|
|
$
|
(966,450
|
)
|
|
$
|
(966,450
|
)
|
For Fund portfolio compliance purposes, the Funds industry classifications refer to any one or more of the industry
sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may
combine industry sub-classifications into sectors for reporting ease.
(1)
|
All percentages shown in the Portfolio of Investments are based on net assets applicable to common shares unless otherwise
noted.
|
(2)
|
All, or a portion of, distributions designated as ordinary income which is recognized as Dividends on the
Statement of Operations.
|
(3)
|
Non-income producing; issuer has not declared a dividend within the past twelve
months.
|
(4)
|
Investment valued at fair value using methods determined in good faith by, or at the discretion of, the Board. For fair
value measurement disclosure purposes, investment classified as Level 3. See Notes to Financial Statements, Note 3 Investment Valuation and Fair Value Measurements for more information.
|
(5)
|
Security is restricted and may be resold only in transactions exempt from registration, normally to qualified
institutional buyers.
|
(6)
|
The Fund segregates 100% of its eligible investments (excluding any investments separately pledged as collateral for
specific investments in derivatives, when applicable) in the Portfolio Investments as collateral for borrowings. As of the end of the reporting period, investments with a value of $86,916,804 have been pledged as collateral for borrowings.
|
(7)
|
Borrowings as a percentage of Total Investments is 29.2%.
|
(8)
|
Other assets less liabilities includes the unrealized appreciation (depreciation) of certain over-the-counter (OTC) derivatives as presented on the Statement of Assets and Liabilities, when applicable. The unrealized appreciation (depreciation) of OTC
cleared and exchange-traded derivatives is recognized as part of the cash collateral at brokers and/or the receivable or payable for variation margin as presented on the Statement of Assets and Liabilities, when applicable.
|
(9)
|
Effective date represents the date on which both the Fund and counterparty commence interest payment accruals on each
contract.
|
LIBOR
|
London Inter-Bank Offered Rate
|
See accompanying notes to financial statements.
22
Statement of Assets and Liabilities
November 30, 2019
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Assets
|
|
|
|
|
|
|
|
|
Long-term investments, at value (cost $455,895,086 and $98,823,324, respectively)
|
|
$
|
432,692,802
|
|
|
$
|
98,651,609
|
|
Short-term investments, at value (cost approximates value)
|
|
|
1,984,078
|
|
|
|
946,281
|
|
Cash
|
|
|
300,001
|
|
|
|
|
|
Cash collateral at brokers for investments in
swaps(1)
|
|
|
3,977,000
|
|
|
|
986,650
|
|
Receivable for:
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
165,823
|
|
|
|
|
|
Income tax refund
|
|
|
1,014,003
|
|
|
|
|
|
Interest
|
|
|
72
|
|
|
|
34
|
|
Investments sold
|
|
|
325,430
|
|
|
|
74,217
|
|
Other assets
|
|
|
70,915
|
|
|
|
11,383
|
|
Total assets
|
|
|
440,530,124
|
|
|
|
100,670,174
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
128,600,000
|
|
|
|
29,100,000
|
|
Unrealized depreciation on interest rate swaps
|
|
|
3,898,589
|
|
|
|
966,450
|
|
Payable for:
|
|
|
|
|
|
|
|
|
Interest
|
|
|
283,178
|
|
|
|
61,126
|
|
State income tax
|
|
|
260,103
|
|
|
|
8,989
|
|
Accrued expenses:
|
|
|
|
|
|
|
|
|
State franchise tax
|
|
|
31,779
|
|
|
|
12,664
|
|
Management fees
|
|
|
393,627
|
|
|
|
89,545
|
|
Trustees fees
|
|
|
80,692
|
|
|
|
12,976
|
|
Other
|
|
|
195,863
|
|
|
|
84,833
|
|
Total liabilities
|
|
|
133,743,831
|
|
|
|
30,336,583
|
|
Net assets applicable to common shares
|
|
$
|
306,786,293
|
|
|
$
|
70,333,591
|
|
Common shares outstanding
|
|
|
40,786,741
|
|
|
|
13,500,221
|
|
Net asset value (NAV) per common share
outstanding
|
|
$
|
7.52
|
|
|
$
|
5.21
|
|
Net assets applicable to common shares consist of:
|
|
|
|
|
|
|
|
|
Common shares, $0.01 par value per share
|
|
$
|
407,867
|
|
|
$
|
135,002
|
|
Paid-in surplus
|
|
|
329,525,777
|
|
|
|
174,828,545
|
|
Total distributable earnings, net of tax
|
|
|
(23,147,351
|
)
|
|
|
(104,629,956
|
)
|
Net assets applicable to common shares
|
|
$
|
306,786,293
|
|
|
$
|
70,333,591
|
|
Authorized common shares
|
|
|
Unlimited
|
|
|
|
Unlimited
|
|
(1)
|
Cash pledged to collateralize the net payment obligations for investments in derivatives.
|
See accompanying notes to financial statements.
23
Statement of Operations
Year Ended November 30, 2019
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Investment Income
|
|
|
|
|
|
|
|
|
Distributions from Master Limited Partnerships (MLPs)
|
|
$
|
46,700,907
|
|
|
$
|
10,359,330
|
|
Less: Return of capital on distributions from MLPs
|
|
|
(46,700,907
|
)
|
|
|
(10,359,330
|
)
|
Dividends(1)
|
|
|
2,411,027
|
|
|
|
460,241
|
|
Interest
|
|
|
9,221
|
|
|
|
3,588
|
|
Tax withheld
|
|
|
(185,950
|
)
|
|
|
(23,645
|
)
|
Total investment income
|
|
|
2,234,298
|
|
|
|
440,184
|
|
Expenses
|
|
|
|
|
|
|
|
|
Management fees
|
|
|
(5,705,836
|
)
|
|
|
(1,308,142
|
)
|
Interest expense on borrowings
|
|
|
(4,742,729
|
)
|
|
|
(1,049,562
|
)
|
Custodian fees
|
|
|
(58,420
|
)
|
|
|
(30,948
|
)
|
Trustees fees
|
|
|
(27,534
|
)
|
|
|
(6,464
|
)
|
Professional fees
|
|
|
(90,669
|
)
|
|
|
(103,224
|
)
|
Shareholder reporting expenses
|
|
|
(31,741
|
)
|
|
|
(18,419
|
)
|
Shareholder servicing agent fees
|
|
|
(18
|
)
|
|
|
(110
|
)
|
Stock exchange listing fees
|
|
|
(6,902
|
)
|
|
|
(7,750
|
)
|
Investor relations expenses
|
|
|
(46,903
|
)
|
|
|
(14,008
|
)
|
Franchise tax expenses
|
|
|
(39,332
|
)
|
|
|
(13,271
|
)
|
Other
|
|
|
(85,414
|
)
|
|
|
(74,799
|
)
|
Total expenses
|
|
|
(10,835,498
|
)
|
|
|
(2,626,697
|
)
|
Net investment income (loss) before taxes
|
|
|
(8,601,200
|
)
|
|
|
(2,186,513
|
)
|
Deferred tax benefit
|
|
|
1,853,030
|
|
|
|
|
|
Current tax (expense)/benefit
|
|
|
(104,321
|
)
|
|
|
|
|
Net investment income (loss)
|
|
|
(6,852,491
|
)
|
|
|
(2,186,513
|
)
|
Realized and Unrealized Gain (Loss)
|
|
|
|
|
|
|
|
|
Net realized gain (loss) from:
|
|
|
|
|
|
|
|
|
Investments before taxes
|
|
|
189,265
|
|
|
|
(7,105,664
|
)
|
Swaps before taxes
|
|
|
400,957
|
|
|
|
74,255
|
|
Deferred tax (expense)/benefit
|
|
|
(127,157
|
)
|
|
|
|
|
Net realized gain (loss) from investments
|
|
|
463,065
|
|
|
|
(7,031,409
|
)
|
Change in net unrealized appreciation (depreciation) of:
|
|
|
|
|
|
|
|
|
Investments before taxes
|
|
|
(59,264,068
|
)
|
|
|
(1,884,620
|
)
|
Swaps before taxes
|
|
|
(8,347,857
|
)
|
|
|
(1,854,628
|
)
|
Deferred tax (expense)/benefit
|
|
|
14,566,210
|
|
|
|
|
|
Change in net unrealized appreciation (depreciation) of
investments
|
|
|
(53,045,715
|
)
|
|
|
(3,739,248
|
)
|
Net realized and unrealized gain (loss)
|
|
|
(52,582,650
|
)
|
|
|
(10,770,657
|
)
|
Net increase (decrease) in net assets applicable to common shares
from operations
|
|
$
|
(59,435,141
|
)
|
|
$
|
(12,957,170
|
)
|
(1)
|
See Notes to Financial Statements, Note 2 Significant Accounting Policies, Investments and Investment Income for
more information.
|
See accompanying notes to financial
statements.
24
Statement of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
|
|
Year Ended
11/30/19
|
|
|
Year Ended
11/30/18
|
|
|
Year Ended
11/30/19
|
|
|
Year Ended
11/30/18
|
|
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
$
|
(6,852,491
|
)
|
|
$
|
15,701,613
|
|
|
$
|
(2,186,513
|
)
|
|
$
|
(2,446,329
|
)
|
Net realized gain (loss) from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
62,108
|
|
|
|
(19,941,948
|
)
|
|
|
(7,105,664
|
)
|
|
|
(11,291,525
|
)
|
Swaps
|
|
|
400,957
|
|
|
|
68,212
|
|
|
|
74,255
|
|
|
|
9,147
|
|
Change in net unrealized appreciation (depreciation) of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
(44,697,858
|
)
|
|
|
8,036,272
|
|
|
|
(1,884,620
|
)
|
|
|
6,642,195
|
|
Swaps
|
|
|
(8,347,857
|
)
|
|
|
3,318,282
|
|
|
|
(1,854,628
|
)
|
|
|
746,546
|
|
Net increase (decrease) in net assets applicable to common shares
from operations
|
|
|
(59,435,141
|
)
|
|
|
7,182,431
|
|
|
|
(12,957,170
|
)
|
|
|
(6,339,966
|
)
|
Distributions to Common Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
|
(21,108,108
|
)
|
|
|
|
|
|
|
|
|
Return of capital
|
|
|
(40,786,741
|
)
|
|
|
(23,571,772
|
)
|
|
|
(10,125,166
|
)
|
|
|
(11,086,585
|
)
|
Decrease in net assets from distributions to common
shareholders
|
|
|
(40,786,741
|
)
|
|
|
(44,679,880
|
)
|
|
|
(10,125,166
|
)
|
|
|
(11,086,585
|
)
|
Capital Share Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from shelf offering, net of offering costs
|
|
|
|
|
|
|
7,353,662
|
|
|
|
|
|
|
|
2,713,917
|
|
Proceeds from shares issued to shareholders due to reinvestment of
distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets applicable to common shares
from Fund share transactions
|
|
|
|
|
|
|
7,353,662
|
|
|
|
|
|
|
|
2,713,917
|
|
Net increase (decrease) in net assets applicable to common shares
|
|
|
(100,221,882
|
)
|
|
|
(30,143,787
|
)
|
|
|
(23,082,336
|
)
|
|
|
(14,712,634
|
)
|
Net assets applicable to common shares at the beginning of
period
|
|
|
407,008,175
|
|
|
|
437,151,962
|
|
|
|
93,415,927
|
|
|
|
108,128,561
|
|
Net assets applicable to common shares at the end of
period
|
|
$
|
306,786,293
|
|
|
$
|
407,008,175
|
|
|
$
|
70,333,591
|
|
|
$
|
93,415,927
|
|
See accompanying notes to financial statements.
25
Statement of Cash Flows
Year Ended November 30, 2019
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Net Assets Applicable to Common Shares from Operations
|
|
$
|
(59,435,141
|
)
|
|
$
|
(12,957,170
|
)
|
Adjustments to reconcile the net increase (decrease) in net assets applicable to common shares from
operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Purchases of investments
|
|
|
(91,171,450
|
)
|
|
|
(23,554,011
|
)
|
Proceeds from sales of investments
|
|
|
136,594,932
|
|
|
|
35,329,896
|
|
Proceeds from (Purchases of) short-term investments, net
|
|
|
3,893,419
|
|
|
|
(124,830
|
)
|
Return of capital distributions from MLPs
|
|
|
46,700,907
|
|
|
|
10,359,330
|
|
(Increase) Decrease in:
|
|
|
|
|
|
|
|
|
Receivable for interest
|
|
|
99
|
|
|
|
(10
|
)
|
Receivable for investments sold
|
|
|
(325,430
|
)
|
|
|
(74,217
|
)
|
Receivable for income tax refund
|
|
|
(1,014,003
|
)
|
|
|
|
|
Receivable for dividends
|
|
|
(165,823
|
)
|
|
|
|
|
Other assets
|
|
|
533
|
|
|
|
2,399
|
|
Increase (Decrease) in:
|
|
|
|
|
|
|
|
|
Deferred tax liability, net
|
|
|
(15,278,080
|
)
|
|
|
|
|
Payable for interest
|
|
|
(156,287
|
)
|
|
|
(36,820
|
)
|
Payable for state income tax
|
|
|
(2,549
|
)
|
|
|
|
|
Accrued state franchise tax expense
|
|
|
4,465
|
|
|
|
9,188
|
|
Accrued management fees
|
|
|
(120,147
|
)
|
|
|
(30,429
|
)
|
Accrued trustees fees
|
|
|
8,608
|
|
|
|
1,553
|
|
Accrued other expenses
|
|
|
(91,288
|
)
|
|
|
(6,271
|
)
|
Net realized (gain) loss from investments before taxes
|
|
|
(189,265
|
)
|
|
|
7,105,664
|
|
Change in net unrealized appreciation (depreciation) of:
|
|
|
|
|
|
|
|
|
Investments before taxes
|
|
|
59,264,068
|
|
|
|
1,884,620
|
|
Swaps before taxes
|
|
|
8,347,857
|
|
|
|
1,854,628
|
|
Net cash provided by (used in) operating activities
|
|
|
86,865,425
|
|
|
|
19,763,520
|
|
Cash Flow from Financing Activities:
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
|
|
4,500,000
|
|
|
|
4,000,000
|
|
Repayments of borrowings
|
|
|
(46,300,000
|
)
|
|
|
(12,650,000
|
)
|
Increase (Decrease) in cash overdraft
|
|
|
(1,683
|
)
|
|
|
(1,704
|
)
|
Cash distributions paid to common shareholders
|
|
|
(40,786,741
|
)
|
|
|
(10,125,166
|
)
|
Net cash provided by (used in) financing activities
|
|
|
(82,588,424
|
)
|
|
|
(18,776,870
|
)
|
Net Increase (Decrease) in Cash and Cash Collateral at Brokers
|
|
|
4,277,001
|
|
|
|
986,650
|
|
Cash and cash collateral at brokers at the beginning of
period
|
|
|
|
|
|
|
|
|
Cash and cash collateral at brokers at the end of period
|
|
$
|
4,277,001
|
|
|
$
|
986,650
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information
|
|
JMF
|
|
|
JMLP
|
|
Cash paid for interest on borrowings (excluding borrowing costs)
|
|
$
|
4,899,016
|
|
|
$
|
1,081,696
|
|
Net cash paid (received) for taxes
|
|
|
141,737
|
|
|
|
4,083
|
|
See accompanying notes to financial statements.
26
THIS PAGE INTENTIONALLY LEFT BLANK
27
Financial Highlights
Selected
data for a common share outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Operations
|
|
|
Less Distributions to
Common Shareholders
|
|
|
Common Share
|
|
|
|
Beginning
Common
Share
NAV
|
|
|
Net
Investment
Income
(Loss)(a)
|
|
|
Net
Realized/
Unrealized
Gain (Loss)
|
|
|
Total
|
|
|
From
Net
Investment
Income
|
|
|
Return
of
Capital
|
|
|
Total
|
|
|
Offering
Costs
|
|
|
Premium
from
Shares
Sold
through
Shelf
Offering
|
|
|
Ending
NAV
|
|
|
Ending
Share
Price
|
|
|
JMF
|
|
Year Ended 11/30:
|
|
2019
|
|
$
|
9.98
|
|
|
$
|
(0.17
|
)
|
|
$
|
(1.29
|
)
|
|
$
|
(1.46
|
)
|
|
$
|
|
|
|
$
|
(1.00
|
)
|
|
$
|
(1.00
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
7.52
|
|
|
$
|
7.21
|
|
2018
|
|
|
10.90
|
|
|
|
0.39
|
|
|
|
(0.21
|
)
|
|
|
0.18
|
|
|
|
(0.52
|
)
|
|
|
(0.58
|
)
|
|
|
(1.10
|
)
|
|
|
|
|
|
|
|
|
|
|
9.98
|
|
|
|
9.19
|
|
2017
|
|
|
13.42
|
|
|
|
(0.13
|
)
|
|
|
(1.04
|
)
|
|
|
(1.17
|
)
|
|
|
(0.18
|
)
|
|
|
(1.17
|
)
|
|
|
(1.35
|
)
|
|
|
|
|
|
|
|
*
|
|
|
10.90
|
|
|
|
10.57
|
|
2016
|
|
|
13.45
|
|
|
|
(0.12
|
)
|
|
|
1.44
|
|
|
|
1.32
|
|
|
|
|
|
|
|
(1.35
|
)
|
|
|
(1.35
|
)
|
|
|
|
|
|
|
|
|
|
|
13.42
|
|
|
|
13.32
|
|
2015
|
|
|
22.10
|
|
|
|
(0.08
|
)
|
|
|
(7.23
|
)
|
|
|
(7.31
|
)
|
|
|
|
|
|
|
(1.34
|
)
|
|
|
(1.34
|
)
|
|
|
|
|
|
|
|
|
|
|
13.45
|
|
|
|
11.91
|
|
|
JMLP
|
|
Year Ended 11/30:
|
|
2019
|
|
|
6.92
|
|
|
|
(0.16
|
)
|
|
|
(0.80
|
)
|
|
|
(0.96
|
)
|
|
|
|
|
|
|
(0.75
|
)
|
|
|
(0.75
|
)
|
|
|
|
|
|
|
|
|
|
|
5.21
|
|
|
|
4.78
|
|
2018
|
|
|
8.21
|
|
|
|
(0.18
|
)
|
|
|
(0.28
|
)
|
|
|
(0.46
|
)
|
|
|
|
|
|
|
(0.83
|
)
|
|
|
(0.83
|
)
|
|
|
|
|
|
|
|
|
|
|
6.92
|
|
|
|
6.24
|
|
2017
|
|
|
9.55
|
|
|
|
(0.07
|
)
|
|
|
(0.29
|
)
|
|
|
(0.36
|
)
|
|
|
|
|
|
|
(0.98
|
)
|
|
|
(0.98
|
)
|
|
|
|
|
|
|
|
*
|
|
|
8.21
|
|
|
|
8.02
|
|
2016
|
|
|
8.94
|
|
|
|
(0.05
|
)
|
|
|
1.69
|
|
|
|
1.64
|
|
|
|
|
|
|
|
(1.03
|
)
|
|
|
(1.03
|
)
|
|
|
|
|
|
|
|
|
|
|
9.55
|
|
|
|
9.80
|
|
2015
|
|
|
18.52
|
|
|
|
(0.12
|
)
|
|
|
(8.09
|
)
|
|
|
(8.21
|
)
|
|
|
|
|
|
|
(1.37
|
)
|
|
|
(1.37
|
)
|
|
|
|
|
|
|
|
|
|
|
8.94
|
|
|
|
8.35
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings at the End of Period
|
|
|
|
Aggregate
Amount
Outstanding
(000)
|
|
|
Asset
Coverage
Per $1,000
|
|
|
JMF
|
|
Year Ended 11/30:
|
|
2019
|
|
$
|
128,600
|
|
|
$
|
3,386
|
|
2018
|
|
|
170,400
|
|
|
|
3,389
|
|
2017
|
|
|
175,000
|
|
|
|
3,498
|
|
2016
|
|
|
185,550
|
|
|
|
3,857
|
|
2015
|
|
|
199,000
|
|
|
|
3,666
|
|
|
JMLP
|
|
Year Ended 11/30:
|
|
2019
|
|
|
29,100
|
|
|
|
3,417
|
|
2018
|
|
|
37,750
|
|
|
|
3,475
|
|
2017
|
|
|
41,500
|
|
|
|
3,606
|
|
2016
|
|
|
39,000
|
|
|
|
4,124
|
|
2015
|
|
|
41,800
|
|
|
|
3,727
|
|
(a)
|
Per share Net Investment Income (Loss) is calculated using the average daily shares method.
|
(b)
|
Total Return Based on Common Share NAV is the combination of changes in common share NAV, reinvested dividend income at
NAV and reinvested capital gains distributions at NAV, if any. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be reinvested at the ending NAV. The actual reinvest
price for the last dividend declared in the period may often be based on the Funds market price (and not its NAV), and therefore may be different from the price used in the calculation. Total returns are not annualized.
|
Total Return Based on Common Share Price is the combination of changes in the market price per share and the effect of reinvested dividend income and
reinvested capital gains distributions, if any, at the average price paid per share at the time of reinvestment. The last dividend declared in the period, which is typically paid on the first business day of the following month, is assumed to be
reinvested at the ending market price. The actual reinvestment for the last dividend declared in the period may take place over several days, and in some instances may not be based on the market price, so the actual reinvestment price may be
different from the price used in the calculation. Total returns are not annualized.
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share Supplemental Data/
Ratios Applicable to Common Shares
|
|
Common Share
Total Returns
|
|
|
|
|
|
Ratios to Average Net Assets
Before Reimbursement/
Income Taxes/
Tax Benefit (Expense)(e)
|
|
|
Ratios to Average Net Assets
After Reimbursement/
Income Taxes/
Tax Benefit (Expense)(d)(e)
|
|
|
Ratios
to Average
Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based
on
NAV(b)
|
|
|
Based
on
Share
Price(b)
|
|
|
Ending
Net
Assets
(000)
|
|
|
Expenses
|
|
|
Net
Investment
Income (Loss)
|
|
|
Expenses
|
|
|
Net
Investment
Income (Loss)
|
|
|
Current and
Deferred Tax
Benefit
(Expense)
|
|
|
Portfolio
Turnover
Rate(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16.20
|
)%
|
|
|
(11.98
|
)%
|
|
$
|
306,786
|
|
|
|
(2.80
|
)%
|
|
|
(2.23
|
)%
|
|
|
1.39
|
%
|
|
|
(1.77
|
)%
|
|
|
4.19
|
%
|
|
|
17
|
%
|
|
0.83
|
|
|
|
(3.98
|
)
|
|
|
407,008
|
|
|
|
(2.56
|
)
|
|
|
(2.12
|
)
|
|
|
(0.03
|
)
|
|
|
3.41
|
|
|
|
2.53
|
|
|
|
23
|
|
|
(9.44
|
)
|
|
|
(11.44
|
)
|
|
|
437,152
|
|
|
|
(2.23
|
)
|
|
|
(1.67
|
)
|
|
|
3.45
|
|
|
|
(1.05
|
)
|
|
|
5.68
|
|
|
|
12
|
|
|
12.27
|
|
|
|
27.51
|
|
|
|
530,132
|
|
|
|
(1.99
|
)
|
|
|
(1.46
|
)
|
|
|
(8.10
|
)
|
|
|
(1.05
|
)
|
|
|
(6.11
|
)
|
|
|
28
|
|
|
(34.43
|
)
|
|
|
(37.51
|
)
|
|
|
530,525
|
|
|
|
(1.95
|
)
|
|
|
(0.68
|
)
|
|
|
22.29
|
(c)
|
|
|
(0.42
|
)(c)
|
|
|
24.23
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15.41
|
)
|
|
|
(12.99
|
)
|
|
|
70,334
|
|
|
|
(2.94
|
)
|
|
|
(2.45
|
)
|
|
|
(2.94
|
)
|
|
|
(2.45
|
)
|
|
|
0.00
|
|
|
|
19
|
|
|
(6.91
|
)
|
|
|
(13.77
|
)
|
|
|
93,416
|
|
|
|
(2.86
|
)
|
|
|
(2.21
|
)
|
|
|
(2.86
|
)
|
|
|
(2.21
|
)
|
|
|
0.00
|
|
|
|
24
|
|
|
(4.22
|
)
|
|
|
(8.91
|
)
|
|
|
108,129
|
|
|
|
(2.32
|
)
|
|
|
(0.76
|
)
|
|
|
(2.33
|
)
|
|
|
(0.77
|
)
|
|
|
(0.01
|
)
|
|
|
24
|
|
|
22.62
|
|
|
|
34.48
|
|
|
|
121,823
|
|
|
|
(2.15
|
)
|
|
|
(0.59
|
)
|
|
|
(2.14
|
)
|
|
|
(0.58
|
)
|
|
|
0.01
|
|
|
|
37
|
|
|
(46.47
|
)
|
|
|
(43.24
|
)
|
|
|
114,004
|
|
|
|
(2.02
|
)
|
|
|
(1.42
|
)
|
|
|
(0.16
|
)
|
|
|
(0.85
|
)
|
|
|
1.86
|
|
|
|
37
|
|
(c)
|
During the fiscal year ended November 30, 2015, the Adviser voluntarily reimbursed the Fund for certain expenses incurred
in connection with an equity shelf program. As a result, the Expenses and Net Investment Income (Loss) Ratios to Average Net Assets reflect this voluntary expense reimbursement from Adviser. The Expenses and Net Investment Income (Loss) Ratios to
Average Net Assets excluding this expense reimbursement after income taxes/tax benefit (expenses) from the Adviser were as follows:
|
|
|
|
|
|
|
|
|
|
Ratios to Average Net Assets
|
|
JMF
|
|
Expenses
|
|
|
Net Investment
Income (Loss)
|
|
Year Ended 11/30:
|
|
|
|
|
|
|
|
|
2015
|
|
|
22.27
|
%
|
|
|
(0.44
|
)%
|
(d)
|
Expense ratios include the current and deferred tax benefit (expense) allocated to net investment income (loss) and the
deferred tax benefit (expense) allocated to realized and unrealized gain (loss). Net Investment Income (Loss) ratios exclude the deferred tax benefit (expense) allocated to realized and unrealized gain (loss).
|
(e)
|
Net Investment Income (Loss) ratios reflect income earned and expenses incurred on assets attributable to borrowings, as
described in Note 7 Borrowing Arrangements.
|
|
|
Each ratio includes the effect of all interest expense paid and other costs related to borrowings as follows:
|
|
|
|
|
|
Ratios of Borrowings Interest Expense
to Average Net Assets
|
|
JMF
|
|
Year Ended 11/30:
|
|
2019
|
|
|
(1.23
|
)%
|
2018
|
|
|
(1.00
|
)
|
2017
|
|
|
(0.68
|
)
|
2016
|
|
|
(0.45
|
)
|
2015
|
|
|
(0.37
|
)
|
|
|
|
|
|
Ratios of Borrowings Interest Expense
to Average Net Assets
|
|
JMLP
|
|
Year Ended 11/30:
|
|
2019
|
|
|
(1.17
|
)%
|
2018
|
|
|
(0.95
|
)
|
2017
|
|
|
(0.62
|
)
|
2016
|
|
|
(0.40
|
)
|
2015
|
|
|
(0.34
|
)
|
(f)
|
Portfolio Turnover Rate is calculated based on the lesser of long-term purchases or sales (as disclosed in Note 4
Portfolio Securities and Investments in Derivatives, Investment Transactions) divided by the average long-term market value during the period.
|
*
|
Rounds to less than $0.01.
|
See accompanying notes to financial statements.
29
Notes to
Financial Statements
1.
General Information
Fund Information
The funds covered in this report
and their corresponding New York Stock Exchange (NYSE) symbols are as follows (each a Fund and collectively, the Funds):
|
|
|
Nuveen Energy MLP Total Return Fund (JMF)
|
|
|
|
Nuveen All Cap Energy MLP Opportunities Fund (JMLP)
|
The Funds are registered under the Investment Company Act of 1940 (the 1940 Act), as amended, as non-diversified closed-end management investment companies.
JMF and JMLP were each organized as a Massachusetts business trust on September 27, 2010 and July 25, 2013, respectively.
The end of the reporting period
for the Funds is November 30, 2019, and the period covered by these Notes to Financial Statements is the fiscal year ended November 30, 2019 (the current fiscal period).
Investment Adviser
The Funds investment adviser is Nuveen Fund Advisors,
LLC (the Adviser), a subsidiary of Nuveen, LLC (Nuveen). Nuveen is the investment management arm of Teachers Insurance and Annuity Association of America (TIAA). The Adviser has overall responsibility for management of the
Funds, oversees the management of the Funds portfolios, manages the Funds business affairs and provides certain clerical, bookkeeping and other administrative services, and, if necessary, asset allocation decisions.
Prior to September 20, 2019, Advisory Research Inc. (ARI), a wholly-owned subsidiary of Piper Sandler Companies (Piper) (formerly, Piper Jaffray
Companies), served as sub-adviser to the Funds pursuant to investment sub-advisory agreements between the Adviser and ARI.
On May 29, 2019, Piper announced that it
had entered into an agreement to sell the midstream energy business of ARI, including the MLP & Energy Infrastructure team which provided portfolio management to the Funds, to Tortoise Capital Advisors, L.L.C. (Tortoise). Because
consummation of this transaction would, pursuant to applicable provisions of the 1940 Act, result in the termination of the Funds existing investment sub-advisory agreements with ARI, the Funds Board of Trustees (the Board),
in order to ensure continuity of sub-advisory services, approved for each Fund both an interim investment sub-advisory agreement and a new investment sub-advisory agreement between the Adviser and Tortoise.
The interim investment sub-advisory agreements between the Adviser and Tortoise took effect upon the closing of the Tortoises acquisition of ARI on
September 20, 2019. Shareholders of JMLP approved the new investment sub-advisory agreement between the Adviser and Tortoise on November 21, 2019, and shareholders of JMF approved the new investment sub-advisory agreement between the
Adviser and Tortoise on December 13, 2019 (after the end of the reporting period), at which times the new agreements took effect.
2. Significant Accounting
Policies
The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America
(U.S. GAAP), which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. Each Fund is an investment company and follows the accounting guidance
in the Financial Accounting Standards Board (FASB) Accounting Standards Codification 946, Financial Services Investment Companies. The net asset value (NAV) for financial reporting purposes may differ from the NAV for
processing security and common share transactions. The NAV for financial reporting purposes includes security and common share transactions through the date of the report. Total return is computed based on the NAV used for processing security and
common share transactions. The following is a summary of the significant accounting policies consistently followed by the Funds.
Income Taxes
Each Fund is treated as a regular corporation, or C corporation, for U.S. federal income tax purposes. Accordingly, each Fund is generally subject to U.S.
federal income tax on its taxable income at statutory rates applicable to corporations (currently at a maximum rate of 21%). The estimated effective state income tax rate for JMF and JMLP are 2.57% and 1.78%, respectively. Current tax expense may
include non-deductible interest and penalties.
30
Each Funds income tax provision consists of the
following as of the end of the reporting period:
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Current tax expense (benefit):
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
30,440
|
|
|
$
|
|
|
State
|
|
|
73,881
|
|
|
|
|
|
Total current tax expense (benefit)
|
|
$
|
104,321
|
|
|
$
|
|
|
|
|
|
Deferred tax expense (benefit):
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(14,252,877
|
)
|
|
$
|
|
|
State
|
|
|
(2,039,206
|
)
|
|
|
|
|
Total deferred tax expense (benefit)
|
|
$
|
(16,292,083
|
)
|
|
$
|
|
|
The reconciliation between the federal statutory income tax rate of 21% and the effective tax rate on net investment income (loss) and
realized and unrealized gain (loss) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
|
|
|
JMLP
|
|
Description
|
|
Amount
|
|
|
Rate
|
|
|
|
|
|
Amount
|
|
|
Rate
|
|
Application of statutory income tax rate
|
|
$
|
(15,881,230
|
)
|
|
|
21.00
|
%
|
|
|
|
|
|
$
|
(2,721,006
|
)
|
|
|
21.00
|
%
|
State income taxes, net of federal benefit
|
|
|
(1,942,854
|
)
|
|
|
2.57
|
|
|
|
|
|
|
|
(230,153
|
)
|
|
|
1.78
|
|
Effect of permanent differences dividends received deduction
|
|
|
58,642
|
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
165,637
|
|
|
|
(1.28
|
)
|
Effect of valuation allowance
|
|
|
592,202
|
|
|
|
(0.78
|
)
|
|
|
|
|
|
|
2,143,238
|
|
|
|
(16.54
|
)
|
Effect of out of period dividends received deduction
adjustment1
|
|
|
854,932
|
|
|
|
(1.13
|
)
|
|
|
|
|
|
|
599,529
|
|
|
|
(4.63
|
)
|
Other
|
|
|
130,546
|
|
|
|
(0.17
|
)
|
|
|
|
|
|
|
42,755
|
|
|
|
(0.33
|
)
|
Total income tax expense (benefit)
|
|
$
|
(16,187,762
|
)
|
|
|
21.41
|
%
|
|
|
|
|
|
$
|
|
|
|
|
|
%
|
1
|
During the current year, the Funds recorded an adjustment to the dividends received deduction related to fiscal years
ended November 30, 2014 through November 30, 2018, which resulted in an adjustment to the net operating loss carryforward in each Fund, which for both Funds was offset by a corresponding adjustment to the valuation allowance in the current
period. The Funds have concluded that the impact of the adjustment is not material to prior periods or the current year.
|
Each Fund invests its
assets primarily in master limited partnerships (MLPs), which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, each Fund includes its allocable share of the MLPs taxable
income in computing its own taxable income. Each Funds tax expense or benefit is recognized on 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. Such temporary differences are principally: (i) taxes on
unrealized gains/(losses), which are attributable to the temporary difference between fair market value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting and income tax purposes and (iii) the net tax benefit of accumulated net operating losses. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary
differences are realized or otherwise settled. To the extent a Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance is required. The determination of whether a valuation allowance is required is based on the
evaluation criterion provided by ASC 740, Income Taxes (ASC 740) that it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. Among the factors considered in assessing each Funds
valuation allowance: the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods and the associated risk that operating and capital loss carryforwards may
expire unused. Significant appreciation or depreciation of Fund assets subsequent to the reporting period can impact future determinations of whether a deferred tax asset is more-likely-than-not to be realized, which in turn may result in
adjustments to the valuation allowance reported in the tables below.
31
Notes to Financial Statements (continued)
Components of the Funds deferred tax assets and liabilities as of the end of the reporting
period, are as follows:
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Description
|
|
Deferred
Benefit
(Liability)
|
|
|
Deferred
Benefit
(Liability)
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Federal net operating loss carryforward
|
|
$
|
11,099,965
|
|
|
$
|
9,294,517
|
|
Federal capital loss carryforward
|
|
|
5,114,621
|
|
|
|
15,510,693
|
|
State net operating and capital loss carryforward (tax basis)
|
|
|
2,964,146
|
|
|
|
2,307,228
|
|
Accumulated net unrealized loss on investments (tax basis)
|
|
|
|
|
|
|
|
|
Accumulated net unrealized loss on swaps (tax basis)
|
|
|
911,402
|
|
|
|
230,447
|
|
Foreign Tax Credit
|
|
|
267,564
|
|
|
|
|
|
Other
|
|
|
765,825
|
|
|
|
159,282
|
|
|
|
$
|
21,123,523
|
|
|
$
|
27,502,167
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Accumulated net unrealized gain on investments (tax basis)
|
|
$
|
(19,324,510
|
)
|
|
$
|
(4,227,374
|
)
|
Accumulated net unrealized gain on swaps (tax basis)
|
|
|
|
|
|
|
|
|
|
|
$
|
(19,324,510
|
)
|
|
$
|
(4,227,374
|
)
|
Net deferred taxes before valuation allowance
|
|
$
|
1,799,013
|
|
|
$
|
23,274,793
|
|
Less: valuation allowance
|
|
|
(1,799,013
|
)
|
|
|
(23,274,793
|
)
|
Net deferred tax assets (liabilities)
|
|
$
|
|
|
|
$
|
|
|
|
Changes in the valuation allowance were as follows:
|
|
Balance at the beginning of period
|
|
$
|
1,206,811
|
|
|
$
|
21,131,555
|
|
Initial allowance recorded
|
|
|
|
|
|
|
|
|
Provision to return
|
|
|
|
|
|
|
(566,966
|
)
|
Release of valuation allowance
|
|
|
|
|
|
|
|
|
Increase of valuation allowance
|
|
|
592,202
|
|
|
|
2,646,283
|
|
Change in state tax deferred rate
|
|
|
|
|
|
|
63,921
|
|
Balance at the end of period
|
|
$
|
1,799,013
|
|
|
$
|
23,274,793
|
|
As of November 30, 2019, the Funds tax year end to date, the Funds had net operating loss carryforwards available for federal income
tax purposes to be applied against future taxable income, if any. If not applied, the carryforwards will expire as follows:
|
|
|
|
|
|
|
|
|
Net Operating Loss Carryforwards:
|
|
JMF
|
|
|
JMLP
|
|
Expiration:
|
|
|
|
|
|
|
|
|
November 30, 2035
|
|
$
|
|
|
|
$
|
17,666,207
|
|
November 30, 2036
|
|
|
|
|
|
|
5,187,102
|
|
November 30, 2037
|
|
|
16,505,720
|
|
|
|
7,268,093
|
|
No expiration
|
|
|
36,351,257
|
|
|
|
14,138,204
|
|
Total
|
|
$
|
52,856,977
|
|
|
$
|
44,259,606
|
|
As of November 30, 2019, the Funds tax year end to date, the Funds had unused capital loss carryforwards available for federal
income tax purposes to be applied against future capital gains, if any. If not applied, the carryforwards will expire as follows:
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Expiration:
|
|
|
|
|
|
|
|
|
November 30, 2020
|
|
$
|
|
|
|
$
|
15,376,283
|
|
November 30, 2021
|
|
|
14,345,561
|
|
|
|
34,789,250
|
|
November 30, 2022
|
|
|
|
|
|
|
14,075,458
|
|
November 30, 2023
|
|
|
10,009,778
|
|
|
|
9,619,452
|
|
Total
|
|
$
|
24,355,339
|
|
|
$
|
73,860,443
|
|
As of November 30, 2019, JMF had alternative minimum tax credit carryforwards of $1,014,003 reflected on the Statement of Assets and
Liabilities as an income tax refund. Beginning with the fiscal year ending November 30, 2019, this amount is partially refundable and will be fully refundable when the tax filing is made for fiscal year ending November 30, 2022.
32
For all open tax years and all major taxing
jurisdictions, management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for examination by taxing authorities
(i.e., generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Funds is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits
will significantly change in the next twelve months.
The table below presents the cost and unrealized appreciation (depreciation) of each Funds investment
portfolio, as determined on a federal income tax basis, as of November 30, 2019.
For purposes of this disclosure, derivative tax cost is generally the sum of
any upfront fees or premiums exchanged and any amounts unrealized for income statement reporting but realized in income and/or capital gains for tax reporting. If a particular derivative category does not disclose any tax unrealized appreciation or
depreciation, the change in value of those derivatives have generally been fully realized for tax purposes.
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Tax cost of investments
|
|
$
|
352,014,529
|
|
|
$
|
81,869,037
|
|
Gross unrealized:
|
|
|
|
|
|
|
|
|
Appreciation
|
|
$
|
162,657,857
|
|
|
$
|
32,439,869
|
|
Depreciation
|
|
|
(83,894,095
|
)
|
|
|
(15,677,466
|
)
|
Net unrealized appreciation (depreciation) of investments
|
|
$
|
78,763,762
|
|
|
$
|
16,762,403
|
|
Compensation
The Funds pay no compensation
directly to those of its trustees who are affiliated with the Adviser or to its officers, all of whom receive remuneration for their services to the Funds from the Adviser or its affiliates. The Board has adopted a deferred compensation plan for
independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from certain Nuveen-advised funds. Under the plan, deferred amounts are treated as though equal dollar
amounts had been invested in shares of select Nuveen-advised funds.
Dividends and Distributions to Common Shareholders
Distributions to common shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined
in accordance with federal income tax regulations, which may differ from U.S. GAAP.
Each Fund uses a cash flow-based distribution approach, designed to provide
attractive quarterly distributions throughout the year, in amounts based on each Funds net cash flow received from portfolio investments. Net cash flow consists primarily of distributions received from each Funds investments in shares of
energy MLPs, less payments on any of its leveraging instruments and other Fund expenses. Currently, each Fund intends to distribute substantially all of its net distributable cash flow received without sourcing incremental amounts from other
components, such as realized or unrealized capital gains and/or returns of Fund principal.
For purposes of determining the income tax characterization of each
Funds distributions, the amount of each Funds distributions attributable to each Funds earnings and profits for federal income tax purposes are characterized to Fund shareholders as taxable ordinary dividends, while the amount of
distributions in excess of each Funds earnings and profits for federal income tax purposes are characterized as a return of capital. Each Fund will calculate its earnings and profits based on its taxable period ended November 30 and will
report the character of its distributions to shareholders shortly after the end of the calendar year. The primary components of each Funds annual earnings and profits calculation are: income, loss and other flow-through items (including
earnings and profits adjustments) reported by each MLP held by each Fund on the MLPs Schedule K-1, realized gain or loss on sales of Fund investments and deductible operating expenses.
Each Fund treats distributions from any given MLP holding as a return of capital to the extent of each Funds income tax basis in that MLP, and will reduce its basis
in that MLP holding by the amount of such distribution so treated as a return of capital. In contrast, each Fund will recognize income (and thereby increase its earnings and profits) if and to the extent that it receives a distribution from an MLP
holding that exceeds its income tax basis in that MLP holding.
The character of each Funds distributions for U.S. GAAP purposes, which can often differ from
the tax character, is based on estimates of the sources of those distributions (which can be from a combination of income and/or a return of capital) made at the time such distributions are received, which in turn are based upon a historical review
of information available from each MLP and other industry sources. Each Funds accounting characterization of the estimates may subsequently be revised based on information received from MLPs after their tax reporting periods conclude. It is
currently estimated that a significant portion of each Funds distributions during the current fiscal period, will be characterized for U.S. GAAP purposes as a return of capital.
Indemnifications
Under the Funds organizational documents, their
officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide general indemnifications to
other parties.
33
Notes to Financial Statements (continued)
The Funds maximum exposure under these arrangements is unknown as this would involve future
claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.
Investments and Investment Income
Securities transactions are accounted for as
of the trade date for financial reporting purposes. Realized gains and losses on securities transactions are based upon the specific identification method.
Dividend
income from corporate securities is recorded on the ex-dividend date or, for foreign securities, when information is available. A portion of the dividend income reported may in fact be return of capital; however, such information is not available
until after the reporting period. Each Fund will therefore estimate how much of corporate distributions received is to be treated as dividend income using prior year information. Once the true nature of the corporate distributions becomes available,
true-up adjustments will be made to dividend income in the subsequent reporting period. These adjustments may cause dividend income to be presented as a negative number on the Statement of Operations. Non-cash dividends received in the form of
stock, if any, are recognized on the ex-dividend date and recorded at fair value. Interest income is recorded on an accrual basis.
Each Fund records the character of
distributions received from MLPs based on estimates made at the time such distributions are received. These estimates are based upon a historical review of information available from each MLP and other industry sources. Each Funds
characterization of the estimates may subsequently be revised based on information received from MLPs after their tax reporting periods conclude. Distributions, recognized as Distributions from MLPs on the Statement of Operations, are offset
by amounts characterized as return of capital from the MLP entities, which are recognized as Return of capital on distributions from MLPs on the Statement of Operations. During the current fiscal period, each Fund estimated and
characterized 100% of its distributions from MLPs as return of capital, unless otherwise noted in their Portfolio of Investments.
Netting Agreements
In the ordinary course of business, the Funds may enter into transactions subject to enforceable master repurchase agreements, International Swaps and Derivatives
Association, Inc. (ISDA) master agreements or other similar arrangements (netting agreements). Generally, the right to offset in netting agreements allows each Fund to offset certain securities and derivatives with a specific
counterparty, when applicable, with any collateral received or delivered to that counterparty based on the terms of the agreements. Generally, each Fund manages its cash collateral and securities collateral on a counterparty basis.
The Funds investments subject to netting agreements as of the end of the reporting period, if any, are further described in Note 4 Portfolio Securities and
Investments in Derivatives.
New Accounting Pronouncements and Rule Issuances
Fair Value Measurement: Disclosure Framework
During August 2018, the FASB
issued Accounting Standards Update (ASU) 2018-13 (ASU 2018-13), Fair Value Measurement: Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurements. ASU 2018-13 modifies the disclosures
required by Topic 820, Fair Value Measurements. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has early implemented this
guidance and it did not have a material impact on the Funds financial statements.
3. Investment Valuation and Fair Value Measurements
The fair valuation input levels as described below are for fair value measurement purposes.
The Funds Investments in securities are recorded at their estimated value. Fair value is defined as the price that would be received upon selling an investment or
transferring a liability in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment. A three-tier hierarchy is used to maximize the use of observable market data and minimize the use of
unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability. Observable inputs are based on market
data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entitys own assumptions about the assumptions market participants would use in pricing the asset or liability. Unobservable inputs are
based on the best information available in the circumstances. The following is a summary of the three-tiered hierarchy of valuation input levels.
|
|
|
Level 1
|
|
Inputs are unadjusted and prices are determined using quoted prices in active markets for identical securities.
|
Level 2
|
|
Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, credit spreads, etc.).
|
Level 3
|
|
Prices are determined using significant unobservable inputs (including managements assumptions in determining the fair value of investments).
|
Common stocks and other equity-type securities, such as MLPs, are valued at the last sales price on the securities exchange on which such
securities are primarily traded and are generally classified as Level 1. Securities primarily traded on the Nasdaq National Market (Nasdaq) are valued at the Nasdaq Official Closing Price and are generally classified as Level 1. However,
securities traded on a securities exchange or Nasdaq for which there were no transactions on a given day or securities not listed on a securities exchange or Nasdaq are valued at the quoted bid price and are generally classified as Level 2.
34
Prices of swap contracts are provided by an
independent pricing service (pricing service) approved by the Board. The pricing service establishes a securitys fair value using methods that may include consideration of the following: evaluations of anticipated cash flows or
collateral, general market conditions and other information and analysis, including the obligors credit characteristics considered relevant. These securities are generally classified as Level 2. In pricing certain securities, particularly less
liquid and lower quality securities, the pricing service may consider information about a security, its issuer or market activity provided by the Adviser. These investments are generally classified as Level 2 or Level 3 depending on the
observability of the significant inputs.
Repurchase agreements are valued at contract amount plus accrued interest, which approximates market value. These securities
are generally classified as Level 2.
Certain securities may not be able to be priced by the pre-established pricing methods as described above. Such securities may
be valued by the Board and/or its appointee at fair value. These securities generally include, but are not limited to, restricted securities (securities which may not be publicly sold without registration under the Securities Act of 1933, as
amended) for which a pricing service is unable to provide a market price; securities whose trading has been formally suspended; debt securities that have gone into default and for which there is no current market quotation; a security whose market
price is not available from a pre-established pricing source; a security with respect to which an event has occurred that is likely to materially affect the value of the security after the market has closed but before the calculation of a
Funds NAV (as may be the case in non-U.S. markets on which the security is primarily traded) or make it difficult or impossible to obtain a reliable market quotation; and a security whose price, as provided by the pricing service, is not
deemed to reflect the securitys fair value. As a general principle, the fair value of a security would appear to be the amount that the owner might reasonably expect to receive for it in a current sale. A variety of factors may be considered
in determining the fair value of such securities, which may include consideration of the following: yields or prices of investments of comparable quality, type of issue, coupon, maturity and rating, market quotes or indications of value from
security dealers, evaluations of anticipated cash flows or collateral, general market conditions and other information and analysis, including the obligors credit characteristics considered relevant. These securities are generally classified
as Level 2 or Level 3 depending on the observability of the significant inputs. Regardless of the method employed to value a particular security, all valuations are subject to review by the Board and/or its appointee.
The inputs or methodologies used for valuing securities are not an indication of the risks associated with investing in those securities. The following is a summary of
each Funds fair value measurements as of the end of the reporting period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Limited Partnerships & MLP Affiliates
|
|
$
|
385,551,985
|
|
|
$
|
|
|
|
$
|
8,626,171
|
***
|
|
$
|
394,178,156
|
|
Common Stocks
|
|
|
38,514,646
|
|
|
|
|
|
|
|
|
|
|
|
38,514,646
|
|
|
|
|
|
|
Short-Term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements
|
|
|
|
|
|
|
1,984,078
|
|
|
|
|
|
|
|
1,984,078
|
|
|
|
|
|
|
Investments in Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps**
|
|
|
|
|
|
|
(3,898,589
|
)
|
|
|
|
|
|
|
(3,898,589
|
)
|
Total
|
|
$
|
424,066,631
|
|
|
$
|
(1,914,511
|
)
|
|
$
|
8,626,171
|
|
|
$
|
430,778,291
|
|
|
|
|
|
|
JMLP
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Investments*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Limited Partnerships & MLP Affiliates
|
|
$
|
87,554,262
|
|
|
$
|
|
|
|
$
|
1,960,625
|
***
|
|
$
|
89,514,887
|
|
Common Stocks
|
|
|
9,136,722
|
|
|
|
|
|
|
|
|
|
|
|
9,136,722
|
|
|
|
|
|
|
Short-Term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements
|
|
|
|
|
|
|
946,281
|
|
|
|
|
|
|
|
946,281
|
|
|
|
|
|
|
Investments in Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps**
|
|
|
|
|
|
|
(966,450
|
)
|
|
|
|
|
|
|
(966,450
|
)
|
Total
|
|
$
|
96,690,984
|
|
|
$
|
(20,169
|
)
|
|
$
|
1,960,625
|
|
|
$
|
98,631,440
|
|
*
|
Refer to the Funds Portfolio of Investments for industry classifications.
|
**
|
Represents net unrealized appreciation (depreciation) as reported in the Funds Portfolio of Investments.
|
***
|
Refer to the Funds Portfolio of Investments for securities classified as Level 3.
|
35
Notes to Financial Statements (continued)
The following is a reconociliation of the Funds Level 3 investments held at the beginning and
end of the measurement period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
|
Level 3
|
|
|
|
Master Limited
Partnerships &
MLP Affiliates
|
|
|
Common Stock
|
|
|
Total
|
|
Balance at the beginning of period
|
|
$
|
|
|
|
$
|
5,245,536
|
|
|
$
|
5,245,536
|
|
Gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net unrealized appreciation (depreciation)
|
|
|
(564,733
|
)
|
|
|
1,753,464
|
|
|
|
1,188,731
|
|
Purchases at cost
|
|
|
9,190,904
|
|
|
|
|
|
|
|
9,190,904
|
|
Sales at proceeds
|
|
|
|
|
|
|
(6,999,000
|
)
|
|
|
(6,999,000
|
)
|
Net discounts (premiums)
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers into
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers (out of)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the end of period
|
|
$
|
8,626,171
|
|
|
$
|
|
|
|
$
|
8,626,171
|
|
Change in net unrealized appreciation (depreciation) during the
period of Level 3 securities held as of period end
|
|
$
|
(564,733
|
)
|
|
$
|
|
|
|
$
|
(564,733
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JMLP
|
|
|
|
Level 3
|
|
|
|
Master Limited
Partnerships &
MLP Affiliates
|
|
|
Common Stock
|
|
|
Total
|
|
Balance at the beginning of period
|
|
$
|
|
|
|
$
|
1,150,435
|
|
|
$
|
1,150,435
|
|
Gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net unrealized appreciation (depreciation)
|
|
|
(128,357
|
)
|
|
|
384,565
|
|
|
|
256,208
|
|
Purchases at cost
|
|
|
2,088,982
|
|
|
|
|
|
|
|
2,088,982
|
|
Sales at proceeds
|
|
|
|
|
|
|
(1,535,000
|
)
|
|
|
(1,535,000
|
)
|
Net discounts (premiums)
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers into
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers (out of)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the end of period
|
|
$
|
1,960,625
|
|
|
$
|
|
|
|
$
|
1,960,625
|
|
Change in net unrealized appreciation (depreciation) during the
period of Level 3 securities held as of period end
|
|
$
|
(128,357
|
)
|
|
$
|
|
|
|
$
|
(128,357
|
)
|
As of the measurement date, the Master Limited Partnerships & MLP Affiliates categorized as Level 3 are fair valued by amortizing a
discount to reflect a lack of marketability during the restricted period.
4. Portfolio Securities and Investments in Derivatives
Portfolio Securities
Master Limited Partnerships
An MLP consists of a general partner and limited partners (or in the case of MLPs organized as limited liability companies, a managing member and members). The general
partner or managing member typically controls the operations and management of the MLP and has an ownership stake in the MLP. The limited partners or members, through their ownership of limited partner or member interests, provide capital to the
entity, which are intended to have no role in the operation and management of the entity and receive cash distributions.
Each Fund may purchase both domestic and
international MLPs. Each Funds investment in MLPs may include ownership of MLP common units and MLP subordinated units. Each Fund also may purchase MLP I-Shares (together with the MLPs, the MLP Entities). MLP I-Shares are
pay-in-kind securities created as a means to facilitate institutional ownership of MLPs by simplifying the tax and administrative implications of the MLP structure. Generally, when an MLP pays its quarterly cash distribution to unitholders, holders
of I-Shares do not receive a cash distribution; rather, they receive a dividend of additional I-Shares from the MLP of comparable value to the cash distribution paid to each unitholder. Each Fund may purchase interests in MLP Entities on an exchange
or may utilize non-public market transactions to obtain its holdings, including but not limited to privately negotiated purchases of securities from the issuers themselves, broker-dealers or other qualified institutional buyers.
36
Repurchase Agreements
In connection with transactions in repurchase agreements, it is each Funds policy that its custodian take possession of the underlying collateral securities, the
fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the counterparty defaults, and the fair value of the collateral declines, realization of the collateral may be delayed or
limited.
The following table presents the repurchase agreements for the Funds that are subject to netting agreements as of the end of the reporting period, and the
collateral delivered related to those repurchase agreements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Counterparty
|
|
Short-Term
Investments, at Value
|
|
|
Collateral
Pledged (From)
Counterparty*
|
|
|
Net
Exposure
|
|
JMF
|
|
Fixed Income Clearing Corporation
|
|
$
|
1,984,078
|
|
|
$
|
(1,984,078
|
)
|
|
$
|
|
|
JMLP
|
|
Fixed Income Clearing Corporation
|
|
$
|
946,281
|
|
|
$
|
(946,281
|
)
|
|
$
|
|
|
*
|
As of the end of the reporting period, the value of the collateral pledged from the counterparty exceeded the value of the
repurchase agreements. Refer to the Funds Portfolio of Investments for details on the repurchase agreements.
|
Investment Transactions
Long-term purchases and sales (excluding derivative transactions, where applicable) during the current fiscal period were as follows:
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Purchases
|
|
$
|
91,171,450
|
|
|
$
|
23,554,011
|
|
Sales
|
|
|
136,594,932
|
|
|
|
35,329,896
|
|
Investments in Derivatives
Each Fund is
authorized to invest in certain derivative instruments such as futures, options and swap contracts. Each Fund limits its investments in futures, options on futures and swap contracts to the extent necessary for the Adviser to claim the exclusion
from registration by the Commodity Futures Trading Commission as a commodity pool operator with respect to the Fund. The Funds record derivative instruments at fair value with changes in fair value recognized on the Statement of Operations, when
applicable. Even though the Funds investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.
Interest Rate Swap Contracts
Interest rate swap contracts involve a
Funds agreement with the counterparty to pay or receive a fixed rate payment in exchange for the counterparty receiving or paying a variable rate payment. Forward interest rate swap contracts involve a Funds agreement with a counterparty
to pay, in the future, a fixed or variable rate payment in exchange for the counterparty paying the Fund a variable or fixed rate payment, the accruals for which begin at a specified date in the future (the effective date).
The amount of the payment obligation for an interest rate swap is based on the notional amount and the termination date of the swap contract. Interest rate swap contracts
do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to the swap counterparty on such transactions is limited to the net amount of interest payments that the Fund is to
receive.
Interest rate swap contracts are valued daily. Upon entering into an interest rate swap contract (and beginning on the effective date for a forward interest
rate swap contract), the Fund accrues the fixed rate payment expected to be paid or received and the variable rate payment expected to be received or paid on the interest rate swap contracts on a daily basis, and recognizes the daily change in the
fair value of the Funds contractual rights and obligations under the contracts. For an over-the-counter (OTC) swap that is not cleared through a clearing house (OTC Uncleared), the amount recorded on these transactions
is recognized on the Statement of Assets and Liabilities as a component of Unrealized appreciation or depreciation on interest rate swaps.
Upon the
execution of an OTC swap cleared through a clearing house (OTC Cleared), the Fund is obligated to deposit cash or eligible securities, also known as initial margin, into an account at its clearing broker equal to a specified
percentage of the contract amount. Cash deposited by the Fund to cover initial margin requirements on open swap contracts, if any, is recognized as a component of Cash collateral at brokers for investments in swaps on the Statement of
Assets and Liabilities. Investments in OTC Cleared swaps obligate the Fund and the clearing broker to settle monies on a daily basis representing changes in the prior days mark-to-market of the swap contract. If the Fund has
unrealized appreciation, the clearing broker will credit the Funds account with an amount equal to the appreciation. Conversely, if the Fund has unrealized depreciation, the clearing broker will debit the Funds account with an amount
equal to the depreciation. These daily cash settlements are also known as variation margin. Variation margin for OTC Cleared swaps is recognized as a receivable and/or payable for Variation margin on swap contracts on the
Statement of Assets and Liabilities. Upon the execution of an OTC Uncleared swap, neither the Fund nor the counterparty is required to deposit initial margin as the trades are recorded bilaterally between both parties to the swap contract, and the
terms of the variation margin are subject to a predetermined threshold negotiated by the Fund and
37
Notes to Financial Statements (continued)
the counterparty. Variation margin for OTC Uncleared swaps is recognized as a component of
Unrealized appreciation or depreciation on interest rate swaps as described in the preceding paragraph.
The net amount of periodic payments settled in
cash are recognized as a component of Net realized gain (loss) from swaps before taxes on the Statement of Operations, in addition to the net realized gain or loss recorded upon the termination of the swap contract. For tax purposes,
payments expected to be received or paid on the swap contracts are treated as ordinary income or expense, respectively. Changes in the value of the swap contracts during the fiscal period are recognized as a component of Change in net
unrealized appreciation (depreciation) of swaps before taxes on the Statement of Operations. In certain instances, payments are made or received upon entering into the swap contract to compensate for differences between the stated terms of the
swap agreements and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). Payments received or made at the beginning of the measurement period, if any, are recognized as Interest
rate swaps premiums received and/or paid on the Statement of Assets and Liabilities.
During the current fiscal period, the Funds continued to utilize forward
interest rate swap contracts to hedge the future interest expense of its leverage.
The average notional amount of interest rate swap contracts outstanding during the
current fiscal period was as follows:
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Average notional amount of interest rate swap contracts
outstanding*
|
|
$
|
94,500,000
|
|
|
$
|
21,000,000
|
|
*
|
The average notional amount is calculated based on the outstanding notional at the beginning of the fiscal period and at
the end of each fiscal quarter within the current fiscal period.
|
The following table presents the fair value of all swap contracts held by the
Funds as of the end of the reporting period, the location of these instruments on the Statement of Assets and Liabilities and the primary underlying risk exposure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location on the Statement of Assets and
Liabilities
|
|
Underlying
Risk Exposure
|
|
Derivative
Instrument
|
|
Asset Derivatives
|
|
|
|
|
|
(Liability) Derivatives
|
|
|
Location
|
|
Value
|
|
|
|
|
|
Location
|
|
Value
|
|
JMF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate
|
|
Swaps (OTC Uncleared)
|
|
|
|
$
|
|
|
|
|
|
|
|
Unrealized depreciation on interest rate swaps
|
|
$
|
(3,898,589
|
)
|
JMLP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate
|
|
Swaps (OTC Uncleared)
|
|
|
|
$
|
|
|
|
|
|
|
|
Unrealized depreciation on interest rate swaps
|
|
$
|
(966,450
|
)
|
The following table presents the Funds swap contracts subject to netting agreements and the collateral delivered related to those
swap contracts as of the end of the reporting period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Counterparty
|
|
Gross
Unrealized
Appreciation on
Interest Rate
Swaps**
|
|
|
Gross
Unrealized
(Depreciation) on
Interest Rate
Swaps**
|
|
|
Net Unrealized
Appreciation
(Depreciation) on
Interest Rate
Swaps
|
|
|
Collateral
Pledged
to (from)
Counterparty
|
|
|
Net
Exposure
|
|
JMF
|
|
JPMorgan Chase Bank, N.A.
|
|
$
|
|
|
|
$
|
(3,898,589
|
)
|
|
$
|
(3,898,589
|
)
|
|
$
|
3,898,589
|
|
|
$
|
|
|
JMLP
|
|
Morgan Stanley Capital Services LLC
|
|
$
|
|
|
|
$
|
(966,450
|
)
|
|
$
|
(966,450
|
)
|
|
$
|
966,450
|
|
|
$
|
|
|
**
|
Represents gross unrealized appreciation (depreciation) for the counterparty as reported in the Funds Portfolio of
Investments.
|
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation)
recognized on swap contracts on the Statement of Operations during the current fiscal period, and the primary underlying risk exposure.
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Underlying
Risk Exposure
|
|
Derivative
Instrument
|
|
Net Realized
Gain/(Loss)
from Swaps
Before Taxes
|
|
|
Change in Net
Unrealized
Appreciation
(Depreciation)
of Swaps
Before Taxes
|
|
JMF
|
|
Interest rate
|
|
Swaps
|
|
$
|
400,957
|
|
|
$
|
(8,347,857
|
)
|
JMLP
|
|
Interest rate
|
|
Swaps
|
|
$
|
74,255
|
|
|
$
|
(1,854,628
|
)
|
38
Market and Counterparty Credit Risk
In the normal course of business each Fund may invest in financial instruments and enter into financial transactions where risk of potential loss exists due to changes in
the market (market risk) or failure of the other party to the transaction to perform (counterparty credit risk). The potential loss could exceed the value of the financial assets recorded on the financial statements. Financial assets, which
potentially expose each Fund to counterparty credit risk, consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of each Funds exposure to counterparty credit risk in respect
to these financial assets approximates their carrying value as recorded on the Statement of Assets and Liabilities.
Each Fund helps manage counterparty credit risk
by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties. Additionally, counterparties may be
required to pledge collateral daily (based on the daily valuation of the financial asset) on behalf of each Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when each Fund has
an unrealized loss, the Funds have instructed the custodian to pledge assets of the Funds as collateral with a value approximately equal to the amount of the unrealized loss above a pre-determined threshold. Collateral pledges are monitored and
subsequently adjusted if and when the valuations fluctuate, either up or down, by at least the pre-determined threshold amount.
5. Fund Shares
Common Shares Equity Shelf Programs and Offering Costs
The following Funds have
each filed registration statements with the Securities and Exchange Commission (SEC) authorizing each Fund to issue additional common shares through one or more equity shelf programs (Shelf Offering), which became effective
with the SEC during prior fiscal periods.
Under these Shelf Offerings, the Funds, subject to market conditions, may raise additional equity capital by issuing
additional common shares from time to time in varying amounts and by different offering methods at a net price at or above the Funds NAV per common share. In the event a Funds Shelf Offering registration statement is no longer current,
the Fund may not issue additional common shares until a post-effective amendment to the registration statement has been filed with the SEC.
Additional authorized
common shares, common shares sold and offering proceeds, net of offering costs under each Funds Shelf Offering during each Funds current and prior fiscal period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
|
|
Year
Ended
11/30/19
|
|
|
Year
Ended
11/30/18*
|
|
|
Year
Ended
11/30/19**
|
|
|
Year
Ended
11/30/18
|
|
Additional authorized common shares
|
|
|
|
|
|
|
9,800,000
|
|
|
|
3,100,000
|
|
|
|
3,100,000
|
|
Common shares sold
|
|
|
|
|
|
|
688,792
|
|
|
|
|
|
|
|
337,500
|
|
Offering proceeds, net of offering costs
|
|
$
|
|
|
|
$
|
7,353,662
|
|
|
$
|
|
|
|
$
|
2,713,917
|
|
*
|
Represents additional authorized common shares for the period December 1, 2017 through September 28, 2018.
|
**
|
Represents additional authorized common shares for the period December 1, 2018 through March 29, 2019.
|
Costs incurred by the Funds in connection with their initial shelf registration were recorded as a prepaid expense and recognized as Deferred
offering costs on the Statement of Assets and Liabilities. These costs are amortized pro rata as shares are sold and are recognized as a component of Proceeds from shelf offering, net of offering costs on the Statement of Changes
in Net Assets. Any deferred offering costs remaining one year after the effectiveness of the initial shelf registration will be expensed. Costs incurred by the Funds to keep the shelf registration current are expensed as incurred and recognized as a
component of other expenses on the Statement of Operations.
Common Share Transactions
Transactions in common shares during the Funds current and prior fiscal period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
|
|
Year
Ended
11/30/19
|
|
|
Year
Ended
11/30/18
|
|
|
Year
Ended
11/30/19
|
|
|
Year
Ended
11/30/18
|
|
Common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold through shelf offering
|
|
|
|
|
|
|
688,792
|
|
|
|
|
|
|
|
337,500
|
|
Issued to shareholders due to reinvestment of
distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium to NAV per shelf offering common share sold
|
|
|
|
%
|
|
|
1.63
|
%
|
|
|
|
%
|
|
|
1.57
|
%
|
39
Notes to Financial Statements (continued)
6. Management Fees and Other Transactions with Affiliates
Management Fees
Each Funds management fee compensates the Adviser for
overall investment advisory and administrative services and general office facilities. ARI was and Tortoise is compensated for their services to the Funds from the management fees paid to the Adviser.
Each Funds management fee consists of two components a fund-level fee, based only on the amount of assets within each individual Fund, and a complex-level
fee, based on the aggregate amount of all eligible fund assets managed by the Adviser. This pricing structure enables Fund shareholders to benefit from growth in the assets within their respective Fund as well as from growth in the amount of
complex-wide assets managed by the Adviser.
The annual fund-level fee, payable monthly, for each Fund is calculated according to the following schedule:
|
|
|
|
|
Average Daily Managed Assets*
|
|
Fund-Level Fee Rate
|
|
For the first $500 million
|
|
|
0.9000
|
%
|
For the next $500 million
|
|
|
0.8750
|
|
For the next $500 million
|
|
|
0.8500
|
|
For the next $500 million
|
|
|
0.8250
|
|
For managed assets over $2 billion
|
|
|
0.8000
|
|
The annual complex-level fee, payable monthly, for each Fund is calculated by multiplying the current complex-wide fee rate, determined
according to the following schedule by the Funds daily managed assets:
|
|
|
|
|
Complex-Level Eligible Asset Breakpoint Level*
|
|
Effective Complex-Level Fee
Rate at Breakpoint Level
|
|
$55 billion
|
|
|
0.2000
|
%
|
$56 billion
|
|
|
0.1996
|
|
$57 billion
|
|
|
0.1989
|
|
$60 billion
|
|
|
0.1961
|
|
$63 billion
|
|
|
0.1931
|
|
$66 billion
|
|
|
0.1900
|
|
$71 billion
|
|
|
0.1851
|
|
$76 billion
|
|
|
0.1806
|
|
$80 billion
|
|
|
0.1773
|
|
$91 billion
|
|
|
0.1691
|
|
$125 billion
|
|
|
0.1599
|
|
$200 billion
|
|
|
0.1505
|
|
$250 billion
|
|
|
0.1469
|
|
$300 billion
|
|
|
0.1445
|
|
*
|
For the complex-level fees, managed assets include closed-end fund assets managed by the Adviser that are attributable to
certain types of leverage. For these purposes, leverage includes the funds use of preferred stock and borrowings and certain investments in the residual interest certificates (also called inverse floating rate securities) in tender option bond
(TOB) trusts, including the portion of assets held by a TOB trust that has been effectively financed by the trusts issuance of floating rate securities, subject to an agreement by the Adviser as to certain funds to limit the amount of such
assets for determining managed assets in certain circumstances. The complex-level fee is calculated based upon the aggregate daily managed assets of all Nuveen open-end and closed-end funds that constitute eligible assets. Eligible
assets do not include assets attributable to investments in other Nuveen funds or assets in excess of a determined amount (originally $2 billion) added to the Nuveen fund complex in connection with the Advisers assumption of the management of
the former First American Funds effective January 1, 2011, but do not include certain assets of certain Nuveen funds that were reorganized into funds advised by an affiliate of the Adviser during the 2019 calendar year. As of
November 30, 2019, the complex-level fee for each Fund was 0.1562%.
|
7. Borrowing Arrangements
Each Fund has entered into a borrowing arrangement (Borrowings) as a means of leverage.
Each Fund has entered into a credit agreement with a bank and its affiliate. Each Funds maximum commitment amount under its Borrowings is as follows:
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Maximum commitment amount
|
|
$
|
200,000,000
|
|
|
$
|
44,000,000
|
|
As of the end of the reporting period, each Funds outstanding balance on its Borrowings was a follows:
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Outstanding balance on Borrowings
|
|
$
|
128,600,000
|
|
|
$
|
29,100,000
|
|
40
Interest charged on these Borrowings is at a rate per
annum equal to the 1-Month LIBOR (London Inter-Bank Offered Rate) plus 0.75% for JMF and plus 0.70% for JMLP. The Funds also accrue a commitment fee of 0.15% per annum on the daily undrawn portion of the Borrowings unless the undrawn portion of the
Borrowings on that day is less than 40% of the maximum commitment amount.
During the current fiscal period, the average daily balance outstanding (which was for the
entire current reporting period) and average annual interest rate on each Funds Borrowings were as follows:
|
|
|
|
|
|
|
|
|
|
|
JMF
|
|
|
JMLP
|
|
Average daily balance outstanding
|
|
$
|
153,650,137
|
|
|
$
|
34,198,904
|
|
Average annual interest rate
|
|
|
3.03
|
%
|
|
|
2.98
|
%
|
In order to maintain the Borrowings, the Funds must meet certain collateral, asset coverage and other requirements. Borrowings
outstanding are fully secured by eligible securities held in each Funds Portfolio of Investments.
Each Funds Borrowings outstanding is recognized as
Borrowings on the Statement of Assets and Liabilities. Interest expense incurred on the borrowed amount and undrawn balance are recognized as a component of Interest expense on borrowings on the Statement of Operations.
Inter-Fund Borrowing and Lending
The SEC has granted an exemptive order
permitting registered open-end and closed-end Nuveen funds to participate in an inter-fund lending facility whereby the Nuveen funds may directly lend to and borrow money from each other for temporary purposes (e.g., to satisfy redemption requests
or when a sale of securities fails, resulting in an unanticipated cash shortfall) (the Inter-Fund Program). The closed-end Nuveen funds, including the Funds covered by this shareholder report, will participate only as
lenders, and not as borrowers, in the Inter-Fund Program because such closed-end funds rarely, if ever, need to borrow cash to meet redemptions. The Inter-Fund Program is subject to a number of conditions, including, among other things, the
requirements that (1) no fund may borrow or lend money through the Inter-Fund Program unless it receives a more favorable interest rate than is typically available from a bank or other financial institution for a comparable transaction; (2) no fund
may borrow on an unsecured basis through the Inter-Fund Program unless the funds outstanding borrowings from all sources immediately after the inter-fund borrowing total 10% or less of its total assets; provided that if the borrowing fund has
a secured borrowing outstanding from any other lender, including but not limited to another fund, the inter-fund loan must be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value; (3) if a
funds total outstanding borrowings immediately after an inter-fund borrowing would be greater than 10% of its total assets, the fund may borrow through the inter-fund loan on a secured basis only; (4) no fund may lend money if the loan would
cause its aggregate outstanding loans through the Inter-Fund Program to exceed 15% of its net assets at the time of the loan; (5) a funds inter-fund loans to any one fund shall not exceed 5% of the lending funds net assets; (6) the
duration of inter-fund loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days; and (7) each inter-fund loan may be called on one business days notice by a lending fund and may be
repaid on any day by a borrowing fund. In addition, a Nuveen fund may participate in the Inter-Fund Program only if and to the extent that such participation is consistent with the funds investment objective and investment policies. The Board
is responsible for overseeing the Inter-Fund Program.
The limitations detailed above and the other conditions of the SEC exemptive order permitting the Inter-Fund
Program are designed to minimize the risks associated with Inter-Fund Program for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a fund borrows money from another fund, there is a risk
that the loan could be called on one days notice or not renewed, in which case the fund may have to borrow from a bank at a higher rate or take other actions to payoff such loan if an inter-fund loan is not available from another fund. Any
delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
During the current reporting period, none of the
Funds covered by this shareholder report have entered into any inter-fund loan activity.
41
Additional Fund
Information (Unaudited)
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Board of Trustees
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Margo Cook*
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Jack B. Evans
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William C. Hunter
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Albin F. Moschner
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John K. Nelson
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Judith M. Stockdale
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Carole E. Stone
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Terence J. Toth
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Margaret L. Wolff
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Robert L. Young
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*
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Interested Board Member.
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Fund Manager
Nuveen Fund Advisors, LLC
333 West Wacker Drive
Chicago, IL 60606
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Custodian
State Street
Bank
& Trust Company
One Lincoln Street
Boston, MA
02111
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Legal Counsel
Chapman and Cutler LLP
Chicago, IL 60603
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Independent Registered
Public Accounting Firm
PricewaterhouseCoopers LLP
One North Wacker Drive
Chicago, IL 60606
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Transfer Agent and
Shareholder Services
Computershare
Trust
Company, N.A.
250 Royall Street
Canton, MA 02021
(800) 257-8787
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Portfolio of Investments Information
Each Fund is required to file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third
quarters of each fiscal year as an exhibit to its report on Form N-PORT. You may obtain this information on the SECs website at http://www.sec.gov.
Nuveen
Funds Proxy Voting Information
You may obtain (i) information regarding how each fund voted proxies relating to portfolio securities held
during the most recent twelve-month period ended June 30, without charge, upon request, by calling Nuveen toll-free at (800) 257-8787 or on Nuveens website at www.nuveen.com and (ii) a description of the policies and procedures that each fund
used to determine how to vote proxies relating to portfolio securities without charge, upon request, by calling Nuveen toll free at (800) 257-8787. You may also obtain this information directly from the SEC. Visit the SEC on-line at
http://www.sec.gov.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
The registrant has delegated the voting of proxies relating to its voting securities to its investment sub-adviser, Tortoise Capital Advisors, L.L.C.
(Tortoise St. Louis team) (the Sub-Adviser or Tortoise St. Louis team). The Sub-Advisers Proxy Voting Policies and Procedures are as follows:
TORTOISE CAPITAL ADVISORS, L.L.C.
(TORTOISE ST. LOUIS TEAM)
PROXY VOTING POLICIES AND PROCEDURES
The
following sets forth the proxy voting policies and procedures of the Tortoise Capital Advisors, L.L.C. St. Louis team (the Tortoise St. Louis team) which was formerly the Advisory Research, Inc. MLP & Energy Infrastructure team.
Please see the separate Proxy Voting Policies and Procedures for Tortoise Capital Advisors, L.L.C. (other than the Tortoise St. Louis team) which makes separate and independent decisions from the Tortoise St. Louis team.
General
An adviser exercising proxy voting for clients
must:
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a)
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Written Policies and Procedures. Adopt written policies and procedures that (1) are reasonably
designed to ensure that the adviser votes proxies in the best interest of its clients, and (2) address how the adviser resolves any material conflicts of interest that may arise when voting client proxies;
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b)
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Information Disclosures. Disclose to clients how they can obtain information about how the adviser voted
their securities, and how clients can obtain a copy of the advisers proxy voting policies and procedures; and
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c)
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Policies and Procedures Description. Describe in its Form ADV Part 2 or in a separate disclosure
document the advisers proxy voting policies and procedures.
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Policy
The Tortoise St. Louis team seeks to vote or otherwise process, such as by a decision to abstain from voting or to take no action on, proxies over which it
has voting authority in the best interests of the Tortoise St. Louis teams clients.
Procedures
Voting decisions. The Tortoise St. Louis team shall evaluate each proxy of a Master Limited Partnership (MLP) on a case by case basis due
to their unique nature. Any proxies received for equity or debt securities other than MLPs will be voted with management because the Tortoise St. Louis team believes that recommendations by management teams or their board of directors
generally are in shareholders best interests, and therefore in the best economic interest of the Tortoise St. Louis teams clients. There are times when the Tortoise St. Louis team believes managements position on a proxy issue is
not in the best interests of our clients, but it does not warrant a sale of the clients shares. In these circumstances, the Tortoise St. Louis team will vote contrary to managements recommendations.
Decision to Abstain. The Tortoise St. Louis team may process certain proxies without voting them, such as by deciding to abstain from voting or take no
action on such proxies (or on certain proposals within such proxies). Examples include, without limitation, proxies issued by companies that the Tortoise St. Louis team has decided to sell, proxies issued for securities that the Tortoise St. Louis
team did not select for a client portfolio (such as, without limitation, securities that were selected by the client or by a previous adviser, unsupervised securities held in a clients account, money market securities, or other securities
selected by clients or their representatives other than the Tortoise St. Louis team), or proxies issued by foreign companies that impose burdensome or unreasonable voting, power of attorney, or holding requirements.
The Tortoise St. Louis team also may abstain from voting, or take no action on, proxies in other circumstances,
such as when voting may not be in the best interests of clients, as an alternative to voting with (or against) management, or when voting may be unduly burdensome or expensive.
Conflicts of Interest. In certain circumstances, such as when the proponent of a proxy proposal is also a client of the Tortoise St. Louis team, an
appearance might arise of a potential conflict between the Tortoise St. Louis teams interests and the interests of affected clients in how the proxies of that issuer are voted. When the Tortoise St. Louis team itself knowingly does business
with a particular proxy issuer and a material conflict of interest between the Tortoise St. Louis teams interests and clients interests may appear to exist, the Tortoise St. Louis team generally would, to avoid any appearance concerns,
follow an alternative procedure rather than vote proxies as recommended by management. Such an alternative procedure generally would involve causing the proxies to be voted in accordance with the recommendations of an independent service provider
that the Tortoise St. Louis team may use to assist in voting proxies.
The Tortoise St. Louis team generally will not notify clients if it uses this
procedure to resolve an apparent material conflict of interest. The Tortoise St. Louis team will document the identification of any material conflict of interest and its procedure for resolving the conflict. In unusual cases, the Tortoise St. Louis
team may use other alternative procedures to address circumstances when a material conflict of interest may appear to exist, such as, without limitation:
(i) Notifying affected clients of the conflict of interest (if practical), and seeking a waiver of the conflict to permit the Tortoise St. Louis team to vote
the proxies under its usual policy;
(ii) Abstaining from voting the proxies; or
(iii) Forwarding the proxies to clients so that clients may vote the proxies themselves. The Tortoise St. Louis team generally, will notify clients if it uses
one of these alternative procedures to resolve a material conflict of interest.
Voting by Client Instead of The Tortoise St. Louis Team
A Tortoise St. Louis team client may vote its own proxies instead of directing the Tortoise St. Louis team to do so. The Tortoise St. Louis team recommends
this approach if a client believes that proxies should be voted based on political or social interests.
The Tortoise St. Louis team generally will not
accept proxy voting authority from a client (and will encourage the client to vote its own proxies) if the client seeks to impose client-specific voting guidelines that may be inconsistent with the Tortoise St. Louis teams procedures or with
the clients best economic interest in the Tortoise St. Louis teams view.
The Tortoise St. Louis team generally will abstain from voting on
(or otherwise participating in) the commencement of legal proceedings such as shareholder class actions or bankruptcy proceedings.
Form N-PX. The Tortoise St. Louis team will provide a completed annual voting record, as required by the Proxy Rule, for each advised or sub-advised fund as requested. The
Tortoise St. Louis team will also provide its current proxy voting policies and procedures and any subsequent amendments to the advised and sub-advised funds.
Recordkeeping. The Tortoise St. Louis team or a service provider maintains, in accordance with Rule 204-2 of the Investment Advisers Act:
(i) Copies of all proxy voting policies and procedures;
(ii) Copies of proxy statements received (unless maintained elsewhere as described below);
(iii) Records of proxy votes cast on behalf of clients;
(iv)
Documents prepared by the Tortoise St. Louis team that are material to a decision on how to vote or memorializing the basis for a decision;
(v) Written
client requests for proxy voting information and
(vi) Written responses by the Tortoise St. Louis team to written or oral client requests.
The Tortoise St. Louis team will obtain an undertaking from any service provider that the service provider will provide copies of proxy voting records and
other documents promptly upon request if the Tortoise St. Louis team relies on the service provider to maintain related records.
The Tortoise St. Louis
team or its service provider may rely on the SECs EDGAR system to keep records of certain proxy statements if the proxy statements are maintained by issuers on that system (as is generally true in the case of larger U.S.-based issuers).
Adopted effective September 23, 2019
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Nuveen Fund Advisors, LLC, is the registrants investment adviser (also referred to as the Adviser). The Adviser is responsible for the
selection and on-going monitoring of the Funds investment portfolio, managing the Funds business affairs and providing certain clerical, bookkeeping and administrative services. The Adviser has
engaged Tortoise Capital Advisors, L.L.C., (Tortoise or Sub-Adviser), as sub-adviser to provide discretionary investment advisory services. The
following section provides information on the portfolio managers at the Sub-Adviser.
Item 8(a)(1).
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PORTFOLIO MANAGER BIOGRAPHIES
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As of the date of filing this report, the following individuals at the Sub-adviser (the Portfolio
Managers) have primary responsibility for the day-to-day implementation of the Funds investment strategy:
James J. Cunnane, Jr., CFA Managing Director and Senior Portfolio Manager
Mr. Cunnane joined Advisory Research, now part of Tortoise, in 1996 and is a senior portfolio manager focused on Tortoises midstream energy
portfolio. Mr. Cunnane has more than 25 years of investment management experience managing portfolios for institutions and individuals. He has extensive experience managing midstream energy, core equity, and balanced mandates. He graduated from
Indiana University with a Bachelor of Science degree in finance and is a CFA® charterholder. Mr. Cunnane serves as an independent
trustee to several institutional investment plans including Mercy Health and the Archdiocese of St. Louis. He has supported St. Patricks Center, an agency serving the homeless population in St. Louis, since its founding in 1983.
Quinn T. Kiley Managing Director and Senior Portfolio Manager
Mr. Kiley joined Advisory Research, now part of Tortoise, in 2005 and is a senior portfolio manager focused on Tortoises midstream energy
portfolio. He previously served as vice president of Corporate & Investment Banking at Banc of America Securities in New York and was responsible for executing strategic advisory and financing transactions for clients in the
energy & power sectors. Mr. Kiley graduated from Washington & Lee University with a Bachelor of Science degree with honors in geology and also earned a Master of Science degree in geology from the University of Montana, and a
Master of Business Administration degree from the Kelley School of Business at Indiana University. Additionally, he earned a Juris Doctorate from Indiana University School of Law and was admitted to the bar in New York. He serves on the finance
committees of Rossman School and the Magic House.
Item 8(a)(2).
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OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
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Other Accounts Managed by Portfolio Manager(s) or Management team member as of November 30, 2019.
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(i) Name of Portfolio Manager
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(ii) Number of Other Accounts
Managed
and Assets by Account Type
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Other
Accounts
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(iii) Number of Other Accounts and
Assets for Which Advisory Fee
is Performance-Based
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Other
Registered
Investment
Companies
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Other Pooled
Investment
Vehicles
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Other
Registered
Investment
Companies
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Other
Pooled
Investment
Vehicles
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Other
Accounts
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James J. Cunnane, Jr.
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4
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0
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230
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0
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0
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0
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$
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1,701,719,202
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$
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0
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$
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463,707,487
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$
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0
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$
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0
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$
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0
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Quinn T. Kiley
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4
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0
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230
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0
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|
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0
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|
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0
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$
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1,701,719,202
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$
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0
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$
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463,707,487
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$
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0
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$
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0
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$
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0
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POTENTIAL MATERIAL CONFLICTS OF INTEREST
Actual or apparent conflicts of interest may arise when a portfolio manager has
day-to-day management responsibilities with respect to more than one fund or other account. More specifically, portfolio managers who manage multiple funds and/or other
accounts may be presented with one or more of the following potential conflicts:
The management of multiple funds and/or other accounts may result in a
portfolio manager devoting unequal time and attention to the management of each fund and/or other account. The Sub-Adviser seeks to manage such competing interests for the time and attention of a portfolio
manager by having the portfolio manager focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Fund.
If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one fund or other account, a fund may not be able to
take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and other accounts. To deal with these situations, the Sub-Adviser has adopted
procedures for allocating portfolio transactions across multiple accounts. With respect to securities transactions for the Fund, the Sub-Adviser determines which broker to use to execute each order,
consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and
individuals), the Sub-Adviser may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a fund in a
particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction,
or both, to the possible detriment of a fund or other account(s) involved.
The Sub-Adviser team has adopted
certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Item 8(a)(3).
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FUND MANAGER COMPENSATION
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Compensation Structure. As of the most recently completed fiscal year end, the primary portfolio managers compensation is as follows for
James J. Cunnane, Jr. and Quinn T. Kiley:
Each of the portfolio managers receives base compensation from the
Sub-Adviser for the services he/she provides. They are also eligible for an annual cash bonus based on the Sub-Advisers earnings and the satisfaction of certain
other conditions. The Advisers earnings are based in part on the value of assets held in the Funds portfolio, as the Sub-Advisers fee is a percentage of the average net assets of the Fund.
Item 8(a)(4).
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OWNERSHIP OF JMLP SECURITIES AS OF NOVEMBER 30, 2019:
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Name of Portfolio
Manager
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None
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$1-
$10,000
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$10,001-
$50,000
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$50,001-
$100,000
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$100,001-
$500,000
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$500,001-
$1,000,000
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Over $1,000,000
|
James J. Cunnane, Jr.
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X
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|
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Quinn T. Kiley
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X
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ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED
PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may recommend nominees to the
registrants Board implemented after the registrant last provided disclosure in response to this Item.