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 the Fund's fair value measurements as of the end of the reporting period:
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Long-Term Investments*:
|
|
Master Limited Partnerships & MLP Affiliates
|
|
$
|
1,215,805,114
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,215,805,114
|
|
|
Derivatives:
|
|
Swaps**
|
|
|
|
|
|
|
3,196,324
|
|
|
|
|
|
|
|
3,196,324
|
|
|
Total
|
|
$
|
1,215,805,114
|
|
|
$
|
3,196,324
|
|
|
$
|
|
|
|
$
|
1,219,001,438
|
|
|
* Refer to the Fund's Portfolio of Investments for industry classifications.
** Represents net unrealized appreciation (depreciation) as reported in the Fund's Portfolio of Investments.
The Nuveen funds' Board of Directors/Trustees is responsible for the valuation process and has delegated the oversight of the daily valuation process to the Adviser's Valuation Committee. The Valuation Committee, pursuant to the valuation policies and procedures adopted by the Board of Directors/Trustees, is responsible for making fair value determinations, evaluating the effectiveness of the funds' pricing policies and reporting to the Board of Directors/Trustees. The Valuation Committee is aided in its efforts by the Adviser's dedicated Securities Valuation Team, which is responsible for administering the daily valuation process and applying fair value methodologies as approved by the Valuation Committee. When determining the reliability of independent pricing services for investments owned by the funds, the Valuation Committee, among other things, conducts due diligence reviews of the pricing services and monitors the quality of security prices received through various testing reports conducted by the Securities Valuation Team.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making a fair value determination, based on the facts and circumstances specific to the portfolio instrument. Fair value determinations generally will be derived as follows, using public or private market information:
(i) If available, fair value determinations shall be derived by extrapolating from recent transactions or quoted prices for identical or comparable securities.
(ii) If such information is not available, an analytical valuation methodology may be used based on other available information including, but not limited to: analyst appraisals, research reports, corporate action information, issuer financial statements and shelf registration statements. Such analytical valuation methodologies may include, but are not limited to: multiple of earnings, discount from market value of a similar freely-traded security, discounted cash flow analysis, book value or a multiple thereof, risk premium/yield analysis, yield to maturity and/or fundamental investment analysis.
The purchase price of a portfolio instrument will be used to fair value the instrument only if no other valuation methodology is available or deemed appropriate, and it is determined that the purchase price fairly reflects the instrument's current value.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors/Trustees, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such testing and fair valuation occurrences are reported to the Board of Directors/Trustees.
3. 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.
The Fund may purchase both domestic and international MLPs. The Fund's investment in MLPs may include ownership of MLP common units and MLP subordinated units. The 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. The 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.
Investments in Derivatives
The Fund is authorized to invest in certain derivative instruments such as futures, options and swap contracts. The 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 Fund records derivative instruments at fair value with changes in fair value recognized on the Statement of Operations, when applicable. Even though the Fund's investments in derivatives may represent economic hedges, they are not considered to be hedge transactions for financial reporting purposes.
Swap Contracts
Interest rate swap contracts involve the Fund's 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 transactions involve the Fund's agreement with a counterparty to pay or receive, in the future, a fixed or variable rate payment in exchange for the counterparty receiving or paying the Fund a variable or fixed rate payment, the accruals for which would begin at a specified date in the future (the "effective date"). 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. The payment obligation is based on the notional amount and the termination date of the swap contract (which is akin to a bond's maturity). The value of the Fund's swap contract would increase or decrease based primarily on the extent to which long-term interest rates for bonds having a maturity of the swap contract's termination date increase or decrease. Swap contracts are valued daily. Upon entering into an interest rate swap (and beginning on the effective date for a forward interest rate swap), 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 a daily basis, and recognizes the daily change in the market value of the Fund's contractual rights and obligations under the contracts. The net amount recorded for these transactions for each counterparty is recognized on the Statement of Assets and Liabilities as a component of "Unrealized appreciation or depreciation on swaps (, net)" with the change during the fiscal period recognized on the Statement of Operations as a component of "Change in net unrealized appreciation (depreciation) of swaps before taxes." Income received or paid by the Fund is recognized as a component of "Net realized gain (loss) from swaps before taxes" on the Statement of Operations, in addition to the net realized gains or losses recognized upon the termination of a swap contract, and are equal to the difference between the Fund's basis in the swap contract and the proceeds from (or cost of) the closing transaction. Payments received or made at the beginning of the measurement period are recognized as a component of "Swap premiums paid and/or received" on the Statement of Assets and Liabilities, when applicable. For tax purposes, periodic payments are treated as ordinary income or expense.
The Fund may terminate a swap contract prior to the effective date, at which point a realized gain or loss is recognized. When a swap contract is terminated, it ordinarily does not involve the delivery of securities or other underlying assets or principal, but rather is settled in cash on a net basis. Once periodic payments are settled in cash, they are combined with the net realized gain or loss recorded upon the termination of the swap contract.
During the fiscal year ended November 30, 2013, the Fund used swap contracts to partially fix its interest cost of leverage.
The average notional amount of swap contracts outstanding during the fiscal year ended November 30, 2013, was as follows:
Average notional amount of swap contracts outstanding*
|
|
$
|
115,650,000
|
|
|
* The average notional amount is calculated based on the outstanding notional at the beginning of the fiscal year 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 Fund as of November 30, 2013, 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
|
|
Derivative
|
|
Asset Derivatives
|
|
(Liability) Derivatives
|
|
Risk Exposure
|
|
Instrument
|
|
Location
|
|
Value
|
|
Location
|
|
Value
|
|
Interest rate
|
|
Swaps
|
|
Unrealized appreciation on swaps
|
|
$
|
3,196,324
|
|
|
|
|
|
|
$
|
|
|
|
The following table presents the amount of net realized gain (loss) and change in net unrealized appreciation (depreciation) recognized on swap contracts during the fiscal year ended November 30, 2013, and the primary underlying risk exposure.
Underlying
Risk Exposure
|
|
Derivative
Instrument
|
|
Net Realized
Gain/(Loss)
|
|
Change in Net
Unrealized
Appreciation
(Depreciation)
|
|
Interest rate
|
|
Swaps
|
|
$
|
|
|
|
$
|
3,196,324
|
|
|
Market and Counterparty Credit Risk
In the normal course of business the 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 the Fund to counterparty credit risk,
consist principally of cash due from counterparties on forward, option and swap transactions, when applicable. The extent of the Fund's exposure to counterparty credit risk in respect to these financial assets approximates its carrying value as recorded on the Statement of Assets and Liabilities.
The 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 the Fund with a value approximately equal to the amount of any unrealized gain above a pre-determined threshold. Reciprocally, when the Fund has an unrealized loss, the Fund has instructed the custodian to pledge assets of the Fund 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.
4. Fund Shares
Since the inception of the Fund's repurchase program, the Fund has not repurchased any of its outstanding shares.
Transactions in shares were as follows:
|
|
Year
Ended
11/30/13
|
|
Year
Ended
11/30/12
|
|
Shares:
|
|
Issued in the Reorganization
|
|
|
|
|
|
|
15,269,786
|
|
|
Issued to shareholders due to reinvestment of distributions
|
|
|
172,655
|
|
|
|
203,061
|
|
|
Total
|
|
|
172,655
|
|
|
|
15,472,847
|
|
|
5. Investment Transactions
Purchases and sales (excluding short-term investments and derivative transactions) during the fiscal year ended November 30, 2013, were as follows:
Purchases
|
|
$
|
476,170,287
|
|
|
Sales
|
|
|
443,466,956
|
|
|
6. Management Fees and Other Transactions with Affiliates
The Fund's management fee compensates the Adviser for overall investment advisory and administrative services and general office facilities. The Sub-Adviser is compensated for its services to the Fund from the management fees paid to the Adviser.
The Fund's management fee consists of two components a fund-level fee, based only on the amount of assets within the 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 the Fund as well as from growth in the amount of complex-wide assets managed by the Adviser.
The annual fund-level fee, payable monthly, is calculated according to the following schedule:
Average Daily Managed Assets*
|
|
Fund-Level Fee Rate
|
|
For the first $500 million
|
|
|
.9000
|
%
|
|
For the next $500 million
|
|
|
.8750
|
|
|
For the next $500 million
|
|
|
.8500
|
|
|
For the next $500 million
|
|
|
.8250
|
|
|
For managed assets over $2 billion
|
|
|
.8000
|
|
|
The annual complex-level fee, payable monthly, is calculated according to the following schedule:
Complex-Level Managed Asset Breakpoint Level*
|
|
Effective Rate at Breakpoint Level
|
|
$
55
billion
|
|
|
.2000
|
%
|
|
$
56
billion
|
|
|
.1996
|
|
|
$
57
billion
|
|
|
.1989
|
|
|
$
60
billion
|
|
|
.1961
|
|
|
$
63
billion
|
|
|
.1931
|
|
|
$
66
billion
|
|
|
.1900
|
|
|
$
71
billion
|
|
|
.1851
|
|
|
$
76
billion
|
|
|
.1806
|
|
|
$
80
billion
|
|
|
.1773
|
|
|
$
91
billion
|
|
|
.1691
|
|
|
$
125
billion
|
|
|
.1599
|
|
|
$
200
billion
|
|
|
.1505
|
|
|
$
250
billion
|
|
|
.1469
|
|
|
$
300
billion
|
|
|
.1445
|
|
|
* For the fund-level and 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 fund's 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 trust's 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 Funds that constitute "eligible assets." Eligible assets do not include assets attributable to investments in other Nuveen Funds or assets in excess of $2 billion added to the Nuveen Fund complex in connection with the Adviser's assumption of the management of the former First American Funds effective January 1, 2011. As of November 30, 2013, the complex-level fee rate for the Fund was .1679%.
The Fund pays 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 Fund from the Adviser or its affiliates. The Board of Trustees 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.
7. Borrowing Arrangements
The Fund has entered into borrowing arrangements ("Borrowings") as a means of leverage.
The Fund has entered into a $302 million (maximum commitment amount) prime brokerage facility with Deutsche Bank AG ("Deutsche Bank"). On June 7, 2013, the Fund amended its Borrowings with Deutsche Bank and increased its maximum commitment amount from $257 million to $302 million. As of November 30, 2013, the Fund's outstanding balance on the Borrowings was $283 million.
During the fiscal year ended November 30, 2013, the average daily balance outstanding and average annual interest rate on the Borrowings was $266,287,671 and 1.12%, respectively.
In order to maintain the Borrowings, the Fund must meet certain collateral, asset coverage and other requirements. Borrowings outstanding are fully secured by securities held in the Fund's portfolio of investments. Interest expense incurred on the Borrowings is calculated at a rate per annum equal to 3-Month LIBOR (London Inter-bank Offered Rate) plus .85%. In addition, the Fund accrues a commitment fee of .50% per annum on the unused portion of the maximum commitment amount. The Fund also paid a one-time .05% set-up fee for the increase on the maximum commitment amount, which was fully expensed during the current fiscal period.
Borrowings outstanding are recognized as "Borrowings" on the Statement of Assets and Liabilities. Interest expense incurred on the borrowing amount and undrawn balance are recognized as a component of "Interest expense on borrowings" on the Statement of Operations.
On December 19, 2013, subsequent to the close of this reporting period, the Fund terminated its Borrowings with Deutsche Bank and entered into a $315 million (maximum commitment amount) credit agreement with an affiliate of Bank of America Merrill Lynch ("BAML"). Interest will be charged on these Borrowings at a rate per annum equal to the 1-Month LIBOR plus .75% or if LIBOR were to become unavailable, the Federal Funds Rate plus .50% plus .75%. The Fund will also accrue a commitment fee of .25% per annum on the daily undrawn portion of the Borrowings unless the undrawn portion of the Borrowings on that day is less than 20% of the maximum commitment amount.
8. New Accounting Pronouncements
Financial Accounting Standards Board ("FASB") Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities
In January 2013, Accounting Standards Update ("ASU") 2013-01,
Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities
, replaced ASU 2011-11,
Disclosures about Offsetting Assets and Liabilities
. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013. ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. Management is currently evaluating the application of ASU 2013-01 and its impact to the financial statements and footnote disclosures, if any.
Board Members & Officers
(Unaudited)
The management of the Funds, including general supervision of the duties performed for the Funds by the Adviser, is the responsibility of the Board of Trustees of the Funds. The number of trustees of the Funds is currently set at twelve. None of the trustees who are not "interested" persons of the Funds (referred to herein as "independent trustees") has ever been a director or employee of, or consultant to, Nuveen or its affiliates. The names and business addresses of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below.
Name,
Year of Birth
& Address
|
|
Position(s) Held
with the Funds
|
|
Year First
Elected or
Appointed
and Term
(1)
|
|
Principal
Occupation(s)
Including other
Directorships
During Past 5 Years
|
|
Number
of Portfolios
in Fund Complex
Overseen by
Board Member
|
|
Independent Board Members:
|
|
|
|
n
WILLIAM J. SCHNEIDER
|
|
|
|
1944
333 W. Wacker Drive Chicago, IL 60606
|
|
Chairman and
Board Member
|
|
1996
Class III
|
|
Chairman of Miller-Valentine Partners Ltd., a real estate investment company; formerly, Senior Partner and Chief Operating Officer (retired 2004) of Miller-Valentine Group; an owner in several other Miller Valentine entities; Board Member of Mid-America Health System, Tech Town, Inc., a not-for-profit community development company, Board Member of WDPR Public Radio station; formerly, member, Business Advisory Council, Cleveland Federal Reserve Bank and University of Dayton Business School Advisory Council.
|
|
|
209
|
|
|
n
ROBERT P. BREMNER
|
|
|
|
1940
333 W. Wacker Drive Chicago, IL 60606
|
|
Board Member
|
|
1996
Class lll
|
|
Private Investor and Management Consultant; Treasurer and Director, Humanities Council of Washington, D.C.; Board Member, Independent Directors Council affiliated with the Investment Company Institute.
|
|
|
209
|
|
|
n
JACK B. EVANS
|
|
|
|
1948
333 W. Wacker Drive Chicago, IL 60606
|
|
Board Member
|
|
1999
Class lll
|
|
President, The Hall-Perrine Foundation, a private philanthropic corporation (since 1996); Chairman, United Fire Group, a publicly held company; formerly, Member and President Pro-Tem of the Board of Regents for the State of Iowa University System; Director, Source Media Group; Life Trustee of Coe College; formerly, Director, Alliant Energy; formerly, Director, Federal Reserve Bank of Chicago; formerly, President and Chief Operating Officer, SCI Financial Group, Inc., a regional financial services firm.
|
|
|
209
|
|
|
n
WILLIAM C. HUNTER
|
|
|
|
1948
333 W. Wacker Drive Chicago, IL 60606
|
|
Board Member
|
|
2004
Class l
|
|
Dean Emeritus (since June 30, 2012), formerly, Dean, Tippie College of Business, University of Iowa (2006-2012); Director (since 2004) of Xerox Corporation; Director (since 2005), and President (since July 2012) Beta Gamma Sigma, Inc., The International Honor Society; Director of Wellmark, Inc. (since 2009); formerly, Dean and Distinguished Professor of Finance, School of Business at the University of Connecticut (2003-2006); previously, Senior Vice President and Director of Research at the Federal Reserve Bank of Chicago (1995-2003); formerly, Director (1997-2007), Credit Research Center at Georgetown University.
|
|
|
209
|
|
|
n
DAVID J. KUNDERT
|
|
|
|
1942
333 W. Wacker Drive Chicago, IL 60606
|
|
Board Member
|
|
2005
Class ll
|
|
Formerly, Director, Northwestern Mutual Wealth Management Company (2006-2013), retired (since 2004) as Chairman, JPMorgan Fleming Asset Management, President and CEO, Banc One Investment Advisors Corporation, and President, One Group Mutual Funds; prior thereto, Executive Vice President, Banc One Corporation and Chairman and CEO, Banc One Investment Management Group; Regent Emeritus, Member of Investment Committee, Luther College; member of the Wisconsin Bar Association; member of Board of Directors, Friends of Boerner Botanical Gardens; member of Board of Directors and Chair of Investment Committee, Greater Milwaukee Foundation; member of the Board of Directors (Milwaukee), College Possible.
|
|
|
209
|
|
|
Nuveen Investments
31
Board Members & Officers
(Unaudited) (continued)
Name,
Year of Birth
& Address
|
|
Position(s) Held
with the Funds
|
|
Year First
Elected or
Appointed
and Term
(1)
|
|
Principal
Occupation(s)
Including other
Directorships
During Past 5 Years
|
|
Number
of Portfolios
in Fund Complex
Overseen by
Board Member
|
|
Independent Board Members (continued):
|
|
|
|
n
JOHN K. NELSON
|
|
|
|
1962
333
West Wacker Drive
Chicago, IL 60606
|
|
Board Member
|
|
2013
Class ll
|
|
Senior external advisor to the financial services practice of Deloitte Consulting LLP (since 2012); Member of Board of Directors of Core12 LLC (since 2008), a private firm which develops branding, marketing and communications strategies for clients; Chairman of the Board of Trustees of Marian University (since 2010 as trustee, 2011 as Chairman); Director of The Curran Center for Catholic American Studies (since 2009) and The President's Council, Fordham University (since 2010); formerly, Chief Executive Officer of ABN AMRO N.V. North America, and Global Head of its Financial Markets Division (2007-2008); prior senior positions held at ABN AMRO include Corporate Executive Vice President and Head of Global Markets-the Americas (2006-2007), CEO of Whole- sale Banking North America and Global Head of Foreign Exchange and Futures Markets (2001-2006), and Regional Commercial Treasurer and Senior Vice President Trading-North America (1996-2001); formerly, Trustee at St. Edmund Preparatory School in New York City.
|
|
209
|
|
n
JUDITH M. STOCKDALE
|
|
|
|
1947
333 W. Wacker Drive
Chicago, IL 60606
|
|
Board Member
|
|
1997
Class l
|
|
Formerly, Executive Director (1994-2012), Gaylord and Dorothy Donnelley Foundation (since 1994); prior thereto, Executive Director, Great Lakes Protection Fund (1990-1994).
|
|
209
|
|
n
CAROLE E. STONE
|
|
|
|
1947
333 W. Wacker Drive
Chicago, IL 60606
|
|
Board Member
|
|
2007
Class l
|
|
Director, Chicago Board Options Exchange (since 2006); Director, C2 Options Exchange, Incorporated (since 2009); Director, CBOE Holdings, Inc. (since 2010); formerly, Commissioner, New York State Commission on Public Authority Reform (2005-2010); formerly, Chair, New York Racing Association Oversight Board (2005-2007).
|
|
209
|
|
n
VIRGINIA L. STRINGER
|
|
|
|
1944
333 W. Wacker Drive
Chicago, IL 60606
|
|
Board Member
|
|
2011
Class l
|
|
Board Member, Mutual Fund Directors Forum; former governance consultant and non-profit board member; former Owner and President, Strategic Management Resources, Inc., a management consulting firm; former Member, Governing Board, Investment Company Institute's Independent Directors Council; previously, held several executive positions in general management, marketing and human resources at IBM and The Pillsbury Company; Independent Director, First American Fund Complex (1987-2010) and Chair (1997-2010).
|
|
209
|
|
n
TERENCE J. TOTH
|
|
|
|
1959
333 W. Wacker Drive
Chicago, IL 60606
|
|
Board Member
|
|
2008
Class lI
|
|
Managing Partner, Promus Capital (since 2008); Director, Fulcrum IT Service LLC (since 2010), Quality Control Corporation (since 2012) and LogicMark LLC (since 2012); formerly, Director, Legal & General Investment Management America, Inc. (2008-2013); formerly, CEO and President, Northern Trust Global Investments (2004-2007); Executive Vice President, Quantitative Management & Securities Lending (2000-2004); prior thereto, various positions with Northern Trust Company (since 1994); member: Chicago Fellowship Board (since 2005), Catalyst Schools of Chicago Board (since 2008) and Chairman, and Mather Foundation Board (since 2012), and a member of its investment committee; formerly, Member, Northern Trust Mutual Funds Board (2005-2007), Northern Trust Global Investments Board (2004-2007), Northern Trust Japan Board (2004-2007), Northern Trust Securities Inc. Board (2003-2007) and Northern Trust Hong Kong Board (1997-2004).
|
|
209
|
|
Nuveen Investments
32
Name,
Year of Birth
& Address
|
|
Position(s) Held
with the Funds
|
|
Year First
Elected or
Appointed
and Term
(1)
|
|
Principal
Occupation(s)
Including other
Directorships
During Past 5 Years
|
|
Number
of Portfolios
in Fund Complex
Overseen by
Board Member
|
|
Interested Board Members:
|
|
|
|
n
WILLIAM ADAMS IV
(2)
|
|
|
|
1955
333 W. Wacker Drive
Chicago, IL 60606
|
|
Board Member
|
|
|
2013
Class ll
|
|
|
Senior Executive Vice President, Global Structured Products (since 2010); formerly, Executive Vice President, U.S. Structured Products, of Nuveen Investments, Inc. (1999-2010); Co-President of Nuveen Fund Advisors, LLC (since 2011); President (since 2011), formerly, Managing Director (2010-2011) of Nuveen Commodities Asset Management, LLC; Board Member of the Chicago Symphony Orchestra and of Gilda s Club Chicago.
|
|
135
|
|
n
THOMAS S. SCHREIER, JR.
(2)
|
|
|
|
1962
333 W. Wacker Drive
Chicago, IL 60606
|
|
Board Member
|
|
|
2013
Class lll
|
|
|
Vice Chairman, Wealth Management of Nuveen Investments, Inc. (since 2011); Co-President of Nuveen Fund Advisors, LLC; Chairman of Nuveen Asset Management, LLC (since 2011); Co-Chief Executive Officer of Nuveen Securities, LLC (since 2011); Member of Board of Governors and Chairman's Council of the Investment Company Institute; formerly, Chief Executive Officer (2000-2010) and Chief Investment Officer (2007-2010) of FAF Advisors, Inc.; formerly, President of First American Funds (2001-2010).
|
|
135
|
|
Name,
Year of Birth
& Address
|
|
Position(s) Held
with the Funds
|
|
Year First
Elected or
Appointed
(3)
|
|
Principal
Occupation(s)
During Past 5 Years
|
|
Number
of Portfolios
in Fund Complex
Overseen by
Officer
|
|
Officers of the Funds:
|
|
|
|
n
GIFFORD R. ZIMMERMAN
|
|
|
|
1956
333 W. Wacker Drive
Chicago, IL 60606
|
|
Chief
Administrative
Officer
|
|
|
1988
|
|
|
Managing Director (since 2002), and Assistant Secretary of Nuveen Securities, LLC; Managing Director (since 2004) and Assistant Secretary (since 1994) of Nuveen Investments, Inc.; Managing Director (since 2002), Assistant Secretary (since 1997) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel of Nuveen Asset Management, LLC (since 2011); Managing Director, Associate General Counsel and Assistant Secretary, of Symphony Asset Management LLC (since 2003); Vice President and Assistant Secretary of NWQ Investment Management Company, LLC (since 2002), Nuveen Investments Advisers Inc. (since 2002), Santa Barbara Asset Management, LLC (since 2006), and of Winslow Capital Management, LLC, (since 2010); Vice President and Assistant Secretary (since 2013), formerly, Chief Administrative Officer and Chief Compliance Officer (2006-2013) of Nuveen Commodities Asset Management, LLC; Chartered Financial Analyst.
|
|
209
|
|
n
CEDRIC H. ANTOSIEWICZ
|
|
|
|
1962
333 W. Wacker Drive
Chicago, IL 60606
|
|
Vice President
|
|
|
2007
|
|
|
Managing Director of Nuveen Securities, LLC.
|
|
103
|
|
n
MARGO L. COOK
|
|
|
|
1964
333 W. Wacker Drive
Chicago, IL 60606
|
|
Vice President
|
|
|
2009
|
|
|
Executive Vice President (since 2008) of Nuveen Investments, Inc. and of Nuveen Fund Advisors, LLC (since 2011); Managing Director-Investment Services of Nuveen Commodities Asset Management, LLC (since August 2011), previously, Head of Institutional Asset Management (2007-2008) of Bear Stearns Asset Management; Head of Institutional Asset Management (1986-2007) of Bank of NY Mellon; Chartered Financial Analyst.
|
|
209
|
|
n
LORNA C. FERGUSON
|
|
|
|
1945
333 W. Wacker Drive
Chicago, IL 60606
|
|
Vice President
|
|
|
1998
|
|
|
Managing Director (since 2005) of Nuveen Fund Advisors, LLC and Nuveen Securities, LLC (since 2004).
|
|
209
|
|
Nuveen Investments
33
Board Members & Officers
(Unaudited) (continued)
Name,
Year of Birth
& Address
|
|
Position(s) Held
with the Funds
|
|
Year First
Elected or
Appointed
(3)
|
|
Principal
Occupation(s)
During Past 5 Years
|
|
Number
of Portfolios
in Fund Complex
Overseen by
Officer
|
|
Officers of the Funds (continued):
|
|
|
|
n
STEPHEN D. FOY
|
|
|
|
1954
333 W. Wacker Drive
Chicago, IL 60606
|
|
Vice President and Controller
|
|
|
1998
|
|
|
Senior Vice President (2010-2011), formerly, Vice President (2005-2010) and Funds Controller of Nuveen Securities, LLC; Senior Vice President (since 2013), formerly, Vice President of Nuveen Fund Advisors, LLC; Chief Financial Officer of Nuveen Commodities Asset Management, LLC (since 2010); Certified Public Accountant.
|
|
209
|
|
n
SCOTT S. GRACE
|
|
|
|
1970
333 W. Wacker Drive
Chicago, IL 60606
|
|
Vice President
and Treasurer
|
|
|
2009
|
|
|
Managing Director, Corporate Finance & Development, Treasurer (since 2009) of Nuveen Securities, LLC; Managing Director and Treasurer (since 2009) of Nuveen Fund Advisors, LLC, Nuveen Investments Advisers, Inc., Nuveen Investments Holdings Inc. and (since 2011) Nuveen Asset Management, LLC; Vice President and Treasurer of NWQ Investment Management Company, LLC, Tradewinds Global Investors, LLC, Symphony Asset Management LLC and Winslow Capital Management, LLC.; Vice President of Santa Barbara Asset Management, LLC; formerly, Treasurer (2006-2009), Senior Vice President (2008-2009), previously, Vice President (2006-2008) of Janus Capital Group, Inc.; formerly, Senior Associate in Morgan Stanley's Global Financial Services Group (2000-2003); Chartered Accountant Designation.
|
|
209
|
|
n
WALTER M. KELLY
|
|
|
|
1970
333 W. Wacker Drive
Chicago, IL 60606
|
|
Chief Compliance Officer and
Vice President
|
|
|
2003
|
|
|
Senior Vice President (since 2008) of Nuveen Investment Holdings, Inc.
|
|
209
|
|
n
TINA M. LAZAR
|
|
|
|
1961
333 W. Wacker Drive
Chicago, IL 60606
|
|
Vice President
|
|
|
2002
|
|
|
Senior Vice President of Nuveen Investment Holdings, Inc.
|
|
209
|
|
n
KEVIN J. MCCARTHY
|
|
|
|
1966
333 W. Wacker Drive
Chicago, IL 60606
|
|
Vice President
and Secretary
|
|
|
2007
|
|
|
Managing Director and Assistant Secretary (since 2008), Nuveen Securities, LLC; Managing Director (since 2008), Assistant Secretary (since 2007) and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director (since 2008), and Assistant Secretary, Nuveen Investment Holdings, Inc.; Vice President (since 2007) and Assistant Secretary of Nuveen Investments Advisers Inc., NWQ Investment Management Company, LLC, NWQ Holdings, LLC, Symphony Asset Management LLC, Santa Barbara Asset Management, LLC, and of Winslow Capital Management, LLC. (since 2010); Vice President and Secretary (since 2010) of Nuveen Commodities Asset Management, LLC.
|
|
209
|
|
n
KATHLEEN L. PRUDHOMME
|
|
|
|
1953
901
Marquette Avenue
Minneapolis, MN 55402
|
|
Vice President and
Assistant Secretary
|
|
|
2011
|
|
|
Managing Director, Assistant Secretary and Co-General Counsel (since 2011) of Nuveen Fund Advisors, LLC; Managing Director, Assistant Secretary and Associate General Counsel (since 2011) of Nuveen Asset Management, LLC; Managing Director and Assistant Secretary (since 2011) of Nuveen Securities, LLC; formerly, Deputy General Counsel, FAF Advisors, Inc. (2004-2010).
|
|
209
|
|
Nuveen Investments
34
Name,
Year of Birth
& Address
|
|
Position(s) Held
with the Funds
|
|
Year First
Elected or
Appointed
(3)
|
|
Principal
Occupation(s)
During Past 5 Years
|
|
Number
of Portfolios
in Fund Complex
Overseen by
Officer
|
|
Officers of the Funds (continued):
|
|
|
|
n
JOEL T. SLAGER
|
|
|
|
1978
333
West Wacker Drive
Chicago, IL 60606
|
|
Vice President and
Assistant Secretary
|
|
|
2013
|
|
|
Fund Tax Director for Nuveen Funds (since May, 2013); previously, Vice President of Morgan Stanley Investment Management, Inc., Assistant Treasurer of the Morgan Stanley Funds (from 2010 to 2013); Tax Director at PricewaterhouseCoopers LLP (from 2008 to 2010).
|
|
209
|
|
(1) The Board Members serve a one year term to serve until the next annual meeting or until their successors shall have been duly elected and qualified. The year first elected or appointed represents the year in which the board member was first elected or appointed to any fund in the Nuveen Complex.
(2) "Interested person" as defined in the 1940 Act, by reason of his position with Nuveen Investments, Inc. and certain of its subsidiaries, which are affiliates of the Nuveen Funds.
(3) Officers serve one year terms through August of each year. The year first elected or appointed represents the year in which the Officer was first elected or appointed to any fund in the Nuveen Complex.
Nuveen Investments
35
Reinvest Automatically,
Easily and Conveniently
Nuveen makes reinvesting easy. A phone call is all it takes to set up your reinvestment account.
Nuveen Closed-End Funds Automatic Reinvestment Plan
Your Nuveen Closed-End Fund allows you to conveniently reinvest distributions in additional Fund shares.
By choosing to reinvest, you'll be able to invest money regularly and automatically, and watch your investment grow through the power of compounding. Just like distributions in cash, there may be times when income or capital gains taxes may be payable on distributions that are reinvested.
It is important to note that an automatic reinvestment plan does not ensure a profit, nor does it protect you against loss in a declining market.
Easy and convenient
To make recordkeeping easy and convenient, each month you'll receive a statement showing your total distributions, the date of investment, the shares acquired and the price per share, and the total number of shares you own.
How shares are purchased
The shares you acquire by reinvesting will either be purchased on the open market or newly issued by the Fund. If the shares are trading at or above net asset value at the time of valuation, the Fund will issue new shares at the greater of the net asset value or 95% of the then-current market price. If the shares are trading at less than net asset value, shares for your account will be purchased on the open market. If the Plan Agent begins purchasing Fund shares on the open market while shares are trading below net asset value, but the Fund's shares subsequently trade at or above their net asset value before the Plan Agent is able to complete its purchases, the Plan Agent may cease open-market purchases and may invest the uninvested portion of the distribution in newly-issued Fund shares at a price equal to the greater of the shares' net asset value or 95% of the shares' market value on the last business day immediately prior to the purchase date. Distributions received to purchase shares in the open market will normally be invested shortly after the distribution payment date. No interest will be paid on distributions awaiting reinvestment. Because the market price of the shares may increase before purchases are completed, the average purchase price per share may exceed the market price at the time of valuation, resulting in the acquisition of fewer shares than if the distribution had been paid in shares issued by the Fund. A pro rata portion of any applicable brokerage commissions on open market purchases will be paid by Plan participants. These commissions usually will be lower than those charged on individual transactions.
Flexible
You may change your distribution option or withdraw from the Plan at any time, should your needs or situation change.
You can reinvest whether your shares are registered in your name, or in the name of a brokerage firm, bank, or other nominee. Ask your financial advisor if his or her firm will participate on your behalf. Participants whose shares are registered in the name of one firm may not be able to transfer the shares to another firm and continue to participate in the Plan.
The Fund reserves the right to amend or terminate the Plan at any time. Although the Fund reserves the right to amend the Plan to include a service charge payable by the participants, there is no direct service charge to participants in the Plan at this time.
Call today to start reinvesting distributions
For more information on the Nuveen Automatic Reinvestment Plan or to enroll in or withdraw from the Plan, speak with your financial advisor or call us at (800) 257-8787.
Nuveen Investments
36
Glossary of Terms Used in this Report
n
Alerian MLP Index:
A composite of the 50 most prominent energy Master Limited Partnerships. The index, which is calculated using a float-adjusted, capitalization-weighted methodology, is disseminated real-time on a price-return basis, and the corresponding total-return index is disseminated daily. The index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
n
Average Annual Total Return:
This is a commonly used method to express an investment's performance over a particular, usually multi-year time period. It expresses the return that would have been necessary each year to equal the investment's actual cumulative performance (including change in NAV or market price and reinvested dividends and capital gains distributions, if any) over the time period being considered.
n
Dow Jones Industrial Average Index:
A price-weighted index of the 30 largest, most widely held stocks traded on the New York Stock Exchange. The index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
n
Effective Leverage:
Effective leverage is a fund's effective economic leverage, and includes both regulatory leverage (see Leverage) and the leverage effects of certain derivative investments in the fund's portfolio.
n
Gross Domestic Product (GDP):
The total market value of all final goods and services produced in a country/region in a given year, equal to total consumer, investment and government spending, plus the value of exports, minus the value of imports.
n
Leverage:
Leverage is created whenever a fund has investment exposure (both reward and/or risk) equivalent to more than 100% of the investment capital.
n
Net Asset Value (NAV) Per Share:
A fund's Net Assets is equal to its total assets (securities, cash, accrued earnings and receivables) less its total liabilities. NAV per share is equal to the fund's Net Assets divided by its number of shares outstanding.
n
Regulatory Leverage:
Regulatory Leverage consists of preferred shares issued by or borrowings of a fund. Both of these are part of a fund's capital structure. Regulatory leverage is subject to asset coverage limits set in the Investment Company Act of 1940.
n
Russell 2000
®
Index:
An index that measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000
®
is a subset of the Russell 3000
®
Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
n
S&P 500
®
Index:
An unmanaged index generally considered representative of the U.S. stock market. Index returns assume reinvestment of distributions, but do not reflect any applicable sales charges or management fees.
Nuveen Investments
37
Nuveen Investments
38
Additional Fund Information
Board of Trustees
William Adams IV*
|
|
Robert P. Bremner
|
|
Jack B. Evans
|
|
William C. Hunter
|
|
David J. Kundert
|
|
John K. Nelson
|
|
William J. Schneider
|
|
Thomas S. Schreier, Jr.*
|
|
Judith M. Stockdale
|
|
Carole E. Stone
|
|
Virginia L. Stringer
|
|
Terence J. Toth
|
|
* Interested Board Member.
Fund Manager
Nuveen Fund Advisors, LLC
333
West Wacker Drive
Chicago, IL 60606
|
|
Custodian
State Street Bank
& Trust Company
Boston, MA 02111
|
|
Transfer Agent and
Shareholder Services
State Street Bank
& Trust Company
Nuveen Funds
P.O. Box 43071
Providence, RI 02940-3071
(800
) 257-8787
|
|
Legal Counsel
Chapman and Cutler LLP
Chicago, IL 60603
|
|
Independent Registered
Public Accounting Firm
PricewaterhouseCoopers LLP
Chicago, IL 60606
|
|
Quarterly Form N-Q Portfolio of Investments Information
The 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 on Form N-Q. You may obtain this information directly from the SEC. Visit the SEC on-line at http://www.sec.gov or in person at the SEC's Public Reference Room in Washington, D.C. Call the SEC toll-free at (800) SEC -0330 for room hours and operation.
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 Investments toll-free at (800) 257-8787 or on Nuveen's 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 Investments 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.
CEO Certification Disclosure
The Fund's Chief Executive Officer has submitted to the New York Stock Exchange (NYSE) the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual. The Fund has filed with the SEC the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
Share Information
The Fund intends to repurchase shares of its own common stock at such times and in such amounts as is deemed advisable. During the period covered by this report, the Fund repurchased shares of its common stock as shown in the accompanying table. Any future repurchases will be reported to shareholders in the next annual or semi-annual report.
|
|
JMF
|
|
Common shares repurchased
|
|
|
|
|
|
Distribution Information
The Fund hereby designates its percentages of dividends paid from net ordinary income as dividends qualifying for the 70% dividends received deduction (DRD) for corporations and its percentages as qualified dividend income (QDI) for individuals under Section 1(h)(11) of the Internal Revenue Code as shown in the accompanying table. The actual qualified dividend income distributions will be reported to shareholders on Form 1099-DIV which will be sent to shareholders shortly after calendar year end.
Nuveen Investments
39
Nuveen Investments:
Serving Investors for Generations
Since 1898, financial advisors and their clients have relied on Nuveen Investments to provide dependable investment solutions through continued adherence to proven, long-term investing principles. Today, we offer a range of high quality equity and fixed-income solutions designed to be integral components of a well-diversified core portfolio.
Focused on meeting investor needs.
Nuveen Investments provides high-quality investment services designed to help secure the long-term goals of institutional and individual investors as well as the consultants and financial advisors who serve them. Nuveen Investments markets a wide range of specialized investment solutions which provide investors access to capabilities of its high-quality boutique investment affiliatesNuveen Asset Management, Symphony Asset Management, NWQ Investment Management Company, Santa Barbara Asset Management, Tradewinds Global Investors, Winslow Capital Management and Gresham Investment Management. In total, Nuveen Investments managed approximately $215 billion as of September 30, 2013.
Find out how we can help you.
To learn more about how the products and services of Nuveen Investments may be able to help you meet your financial goals, talk to your financial advisor, or call us at
(800) 257-8787
. Please read the information provided carefully before you invest. Investors should consider the investment objective and policies, risk considerations, charges and expenses of any investment carefully. Where applicable, be sure to obtain a prospectus, which contains this and other relevant information. To obtain a prospectus, please contact your securities representative or
Nuveen Investments, 333 W. Wacker Dr., Chicago, IL 60606
. Please read the prospectus carefully before you invest or send money.
Learn more about Nuveen Funds at:
www.nuveen.com/cef
Distributed by
Nuveen Securities, LLC | 333 West Wacker Drive | Chicago, IL 60606 | www.nuveen.com/cef
ITEM 2. CODE OF ETHICS.
As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the Code during the period covered by this report. The registrant has posted the code of ethics on its website at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx. (To view the code, click on Code of Conduct.)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrants Board of Directors or Trustees (Board) determined that the registrant has at least one audit committee financial expert (as defined in Item 3 of Form N-CSR) serving on its Audit Committee. The registrants audit committee financial expert is Carole E. Stone, who is independent for purposes of Item 3 of Form N-CSR.
Ms. Stone served for five years as Director of the New York State Division of the Budget. As part of her role as Director, Ms. Stone was actively involved in overseeing the development of the States operating, local assistance and capital budgets, its financial plan and related documents; overseeing the development of the States bond-related disclosure documents and certifying that they fairly presented the States financial position; reviewing audits of various State and local agencies and programs; and coordinating the States system of internal audit and control. Prior to serving as Director, Ms. Stone worked as a budget analyst/examiner with increasing levels of responsibility over a 30 year period, including approximately five years as Deputy Budget Director. Ms. Stone has also served as Chair of the New York State Racing Association Oversight Board, as Chair of the Public Authorities Control Board, as a Commissioner on the New York State Commission on Public Authority Reform and as a member of the Boards of Directors of several New York State public authorities. These positions have involved overseeing operations and finances of certain entities and assessing the adequacy of project/entity financing and financial reporting. Currently, Ms. Stone is on the Board of Directors of CBOE Holdings, Inc., of the Chicago Board Options Exchange, and of C2 Options Exchange. Ms. Stones position on the boards of these entities and as a member of both CBOE Holdings Audit Committee and its Finance Committee has involved, among other things, the oversight of audits, audit plans and preparation of financial statements.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
NUVEEN ENERGY MLP TOTAL RETURN FUND
|
|
Audit Fees Billed
|
|
Audit-Related Fees
|
|
Tax Fees
|
|
All Other Fees
|
|
Fiscal Year Ended
|
|
to Fund (1)
|
|
Billed to Fund (2)
|
|
Billed to Fund (3)
|
|
Billed to Fund (4)
|
|
November 30, 2013
|
|
$
|
54,221
|
|
$
|
1,000
|
|
$
|
110,100
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Percentage approved pursuant to pre-approval exception
|
|
0
|
%
|
0
|
%
|
0
|
%
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
November 30, 2012
|
|
$
|
49,222
|
|
$
|
7,500
|
|
$
|
6,750
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Percentage approved pursuant to pre-approval exception
|
|
0
|
%
|
0
|
%
|
0
|
%
|
0
|
%
|
(1)
Audit Fees are the aggregate fees billed for professional services for the audit of the Funds annual financial statements and services provided in connection with statutory and regulatory filings or engagements.
(2)
Audit Related Fees are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under Audit Fees. These fees include offerings related to the Funds common shares and leverage.
(3)
Tax Fees are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include: all global withholding tax services; excise and state tax reviews; capital gain, tax equalization and taxable basis calculation performed by the principal accountant.
(4)
All Other Fees are the aggregate fees billed for products and services other than Audit Fees, Audit-Related Fees and Tax Fees. These fees represent all Agreed-Upon Procedures engagements pertaining to the Funds use of leverage.
|
|
Audit-Related Fees
|
|
Tax Fees Billed to
|
|
All Other Fees
|
|
|
|
|
|
Billed to Adviser and
|
|
Adviser and
|
|
Billed to Adviser
|
|
|
|
|
|
Affiliated Fund
|
|
Affiliated Fund
|
|
and Affiliated Fund
|
|
|
|
Fiscal Year Ended
|
|
Service Providers
|
|
Service Providers
|
|
Service Providers
|
|
|
|
November 30, 2013
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage approved pursuant to pre-approval exception
|
|
0
|
%
|
0
|
%
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2012
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage approved pursuant to pre-approval exception
|
|
0
|
%
|
0
|
%
|
0
|
%
|
|
|
|
|
|
|
Total Non-Audit Fees
|
|
|
|
|
|
|
|
|
|
billed to Adviser and
|
|
|
|
|
|
|
|
|
|
Affiliated Fund Service
|
|
Total Non-Audit Fees
|
|
|
|
|
|
|
|
Providers (engagements
|
|
billed to Adviser and
|
|
|
|
|
|
|
|
related directly to the
|
|
Affiliated Fund Service
|
|
|
|
|
|
Total Non-Audit Fees
|
|
operations and financial
|
|
Providers (all other
|
|
|
|
Fiscal Year Ended
|
|
Billed to Fund
|
|
reporting of the Fund)
|
|
engagements)
|
|
Total
|
|
November 30, 2013
|
|
$
|
110,100
|
|
$
|
0
|
|
$
|
0
|
|
$
|
110,100
|
|
November 30, 2012
|
|
$
|
6,750
|
|
$
|
0
|
|
$
|
0
|
|
$
|
6,750
|
|
Total Non-Audit Fees billed to Fund for both fiscal year ends represent Tax Fees and All Other Fees billed to Fund in their respective amounts from the previous table.
Less than 50 percent of the hours expended on the principal accountants engagement to audit the registrants financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountants full-time, permanent employees.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The registrants Board has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(58)(A)). The members of the audit committee are Jack B. Evans, Robert P. Bremner, Terence J. Toth, Carole E. Stone and David J. Kundert.
ITEM 6. SCHEDULE OF INVESTMENTS.
(a) See Portfolio of Investments in Item 1.
(b) Not applicable.
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, Advisory Research MLP & Energy, formerly FAMCO MLP (the Sub-Adviser). The Sub-Advisers Proxy Voting Policies and Procedures are as follows:
A.
Statement of Policy
1.
It is our policy to vote all proxies over which we have voting authority in the best interest of our clients.
B.
Definitions
2.
By best interest of our clients, we mean the clients best economic interest over the long term that is, the common interest that all clients share in seeing the value of a common investment increase over time. Clients may have differing political or social interests, but their best economic interest is generally uniform.
3.
By material conflict of interest, we mean circumstances where we knowingly do business with a particular proxy issuer or closely affiliated entity, and may appear to have a significant conflict of interest between our own interests and the interests of clients in how proxies of that issuer are voted.
C.
We Invest With Managements That Seek Shareholders Best Interests
4.
Under our investment philosophy, we generally invest client funds in a company only if we believe that the companys management seeks to serve shareholders best interests. Because we have confidence in the managements of the companies in which we invest, we believe that management decisions and recommendations on issues such as proxy voting
generally
are likely to be in shareholders best interests.
5.
We may periodically reassess our view of company managements. If we conclude that a companys management no longer serves shareholders best interests, we generally sell our clients shares of the company. We believe that clients do not usually benefit from holding shares of a poorly managed company or engaging in proxy contests with management. There are times when we believe managements position on a particular 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, we will vote contrary to managements recommendations.
D.
Proxy Voting Procedures
6.
When companies in which we have invested client funds issue proxies, we routinely vote the proxies as recommended by management, because we believe that recommendations by these companies managements generally are in shareholders best interests, and therefore in the best economic interest of our clients.
7.
If we have decided to sell the shares of a company, whether because of concerns about the companys management or for other reasons, we generally abstain from voting proxies issued by the company after we have made the decision to sell. We generally do not notify clients when this type of routine abstention occurs.
8.
We also may abstain from voting proxies in other circumstances. We may determine, for example, that abstaining from voting is appropriate if voting may be unduly burdensome or expensive, or otherwise not in the best economic interest of clients, such as when foreign proxy issuers impose unreasonable voting or holding requirements. We generally will not notify clients when this type of routine abstention occurs.
9.
The procedures in this policy apply to all proxy voting matters over which we have voting authority, including changes in corporate governance structures, the adoption or amendment of compensation plans (including stock options), and matters involving social issues or corporate responsibility.
E.
Alternative Procedures for Potential Material Conflicts of Interest
10.
In certain circumstances, such as when the proponent of a proxy proposal is also a client, an appearance might arise of a potential conflict between our interests and the interests of effected clients in how the proxies of that issuer are voted.
11.a.
When we knowingly do business with a particular proxy issuer and a material conflict of interest between our interests and clients interests may appear to exist, we 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 we may use to assist in voting proxies. We generally will not notify clients if we use this procedure to resolve an apparent material conflict of interest. We will document the identification of any material conflict of interest and its procedure for resolving the particular conflict.
11.b.
In unusual cases, we may use other alternative procedures to address circumstances when a material conflict of interest may appear to exist, such as, without limitation:
(i) Notifying effected clients of the conflict of interest (if practical), and seeking a waiver of the conflict to permit us to vote the proxies under our usual policy;
(ii) Abstaining from voting the proxies; or
(iii) Forwarding the proxies to clients so that clients may vote the proxies themselves.
We generally will notify effected clients if we use one of these alternative procedures to resolve a material conflict of interest.
F.
Other Exceptions
12.
On an exceptions basis, we may for other reasons choose to depart from our usual procedure of routinely voting proxies as recommended by management.
G.
Voting by Client
13.
A client may vote its own proxies instead of directing us to do so. We recommend this approach if a client believes that proxies should be voted based on political or social interests.
14.
We 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 our proxy voting policy or with the clients best economic interest in our view.
15.
We generally will abstain from voting on (or otherwise participating in) the commencement of legal proceedings such as shareholder class actions or bankruptcy proceedings.
H.
Persons Responsible for Implementing Proxy Voting Policy
16.
Our proxy voting staff has primary responsibility for implementing our proxy voting procedures, including ensuring that proxies are timely submitted. We also may use a service provider to assist in voting proxies, recordkeeping, and other matters.
17.
Our proxy voting staff will routinely consult with the Senior Portfolio Manager or Chief Investment Officer-MLPs regarding a vote against management.
I.
Recordkeeping
18.
We or a service provider maintain, 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 us 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 us to written or oral client requests.
19.
We 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 we rely on the service provider to maintain related records.
20.
We 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).
21.
All proxy related records will be maintained in an easily accessible place for five years (and an appropriate office for the first two years).
J.
Availability of Policy and Proxy Voting Records to Clients
22.
We will initially inform clients of this policy and how a client may learn of our voting record for the clients securities through summary disclosure in Part 2 of our Form ADV. Upon receipt of a clients request for more information, we will provide to the client a copy of this proxy voting policy and/or how we voted proxies for the client during the period since this policy was adopted.
Adopted effective August 1, 2003 and as amended November 30, 2013.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Nuveen Fund Advisors, LLC, formerly known as Nuveen Fund Advisors, Inc., 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 Advisory Research MLP & Energy, formerly FAMCO MLP (Advisory Research 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.
A. PORTFOLIO MANAGER BIOGRAPHIES
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, Chief Investment Officer-MLPs
Mr. Cunnane is the Managing Director and Chief Investment Officer of the Advisory Research MLP & Energy Infrastructure team (formerly FAMCO MLP). He oversees the firms MLP and energy infrastructure product lines and chairs the Risk Management Committee. He joined the MLP team in 1996 and currently serves as a portfolio manager for two publicly traded closed-end mutual funds: the Fiduciary/Claymore MLP Opportunity Fund and the Nuveen Energy MLP Total Return Fund. He also serves as a portfolio manager for the Advisory Research MLP & Energy Income Fund, an open-end mutual fund, as well as a privately offered open-end mutual fund. Mr. Cunnane holds a B.S. in finance from Indiana University and is a Chartered Financial Analyst (CFA) charterholder. He serves on the finance council and investment committee of the Archdiocese of St. Louis and on the Board of Directors of St. Patricks Center.
Quinn T. Kiley Managing Director, Senior Portfolio Manager
Mr. Kiley is the Managing Director and Senior Portfolio Manager of the Advisory Research MLP & Energy infrastructure team (formerly FAMCO MLP) and his responsibilities include portfolio management of various energy infrastructure assets and oversight of the energy infrastructure research process. He joined the MLP team in 2005. Prior to joining the MLP team, Mr. Kiley served as Vice President of Corporate & Investment Banking at Banc of America Securities in New York. He was responsible for executing strategic advisory and financing transactions for clients in the Energy & Power sectors. Mr. Kiley serves as a portfolio manager for two publicly traded closed-end mutual funds: the Fiduciary/Claymore MLP Opportunity Fund and the Nuveen Energy MLP Total Return Fund. He also serves as a portfolio manager for the Advisory Research MLP & Energy Income Fund, an open-end mutual fund, as well as a privately offered open-end mutual fund. Mr. Kiley holds a B.S. with Honors in Geology from Washington & Lee University, a M.S. in Geology from the University of Montana, a Juris Doctorate from Indiana University School of Law, and a M.B.A. from the Kelley School of Business at Indiana University. Mr. Kiley has been admitted to the New York State Bar.
B. OTHER ACCOUNTS
Other Accounts Managed by Portfolio Manager(s) or Management team member as of November 30, 2013
|
|
(ii) Number of Other Accounts
Managed
and Assets by Account Type
|
|
|
|
(iii) Number of Other Accounts
and
Assets for Which Advisory Fee
is
Performance-Based
|
|
|
|
(i) Name of Portfolio Manager
|
|
Other
Registered
Investment
Companies
|
|
Other Pooled
Investment
Vehicles
|
|
Other
Accounts
|
|
Other
Registered
Investment
Companies
|
|
Other
Pooled
Investment
Vehicles
|
|
Other
Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Cunnane
|
|
3
|
|
4
|
|
519
|
|
0
|
|
1
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,741,675,919
|
|
$
|
32,088,243
|
|
$
|
1,441,589,548
|
|
$
|
0
|
|
$
|
18,849,357
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quinn T. Kiley
|
|
3
|
|
4
|
|
519
|
|
0
|
|
1
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,741,675,919
|
|
$
|
32,088,243
|
|
$
|
1,441,589,548
|
|
$
|
0
|
|
$
|
18,849,357
|
|
$
|
0
|
|
C. POTENTIAL 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 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.
D. FUND MANAGER COMPENSATION
The primary portfolio managers compensation is as follows for James J. Cunnane, Jr. and Quinn T. Kiley:
Base Salary. The primary portfolio managers are paid a base salary which is set at a level determined to be appropriate based upon the portfolio managers experience and responsibilities.
Annual Bonus. The portfolio managers annual bonuses are determined by the CEO of the Subadviser pursuant to a specific company formula. The bonuses are not based on the performance of the registrant or other managed accounts. The monies paid are directly derived from a pool created from the MLP Teams earnings. The bonus is payable in a combination of cash and restricted Piper Jaffray Companies stock.
The portfolio managers also participate in benefit plans and programs generally available to all employees.
E. OWNERSHIP OF JMF AS OF NOVEMBER 30, 2013
The following table discloses the dollar range of equity securities of the Fund beneficially owned by the Portfolio Manager as of November 30, 2013:
Name of Portfolio Manager
|
|
Dollar Range of Equity
Securities in Fund
|
|
James J. Cunnane, Jr.
|
|
None
|
|
Quinn T. Kiley
|
|
$50,001-$100,000
|
|
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.
ITEM 11. CONTROLS AND PROCEDURES.
(a)
The registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the 1940 Act) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the Exchange Act) (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b)
There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not applicable because the code is posted on registrants website at www.nuveen.com/CEF/Shareholder/FundGovernance.aspx and there were no amendments during the period covered by this report. (To view the code, click on Code of Conduct.)
(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) in the exact form set forth below: See EX-99.CERT attached hereto.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable.
(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an Exhibit. A certification furnished pursuant to this paragraph will not be deemed filed for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registration specifically incorporates it by reference: See EX-99.906 CERT attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Nuveen Energy MLP Total Return Fund
By
|
(Signature and Title)
|
/s/ Kevin J. McCarthy
|
|
|
|
Kevin J. McCarthy
|
|
|
|
Vice President and Secretary
|
|
Date: February 6, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By
|
(Signature and Title)
|
/s/ Gifford R. Zimmerman
|
|
|
|
Gifford R. Zimmerman
|
|
|
|
Chief Administrative Officer
|
|
|
|
(principal executive officer)
|
|
Date: February 6, 2014
By
|
(Signature and Title)
|
/s/ Stephen D. Foy
|
|
|
|
Stephen D. Foy
|
|
|
|
Vice President and Controller
|
|
|
|
(principal financial officer)
|
|
Date: February 6, 2014
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