UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] | Soliciting Material Pursuant to §240.14a-12 |
Nuveen Mortgage Opportunity Term Fund
(Name of Registrant As Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Nuveen
Funds Response to ISS Proxy Advisory Services
Recommendations
July 23, 2014 |
2
Nuveen Funds Response
ISS Proxy Advisory Services has recently recommended that shareholders
of the following
Nuveen
Funds
withhold
votes
for
members
of
the
Funds
Audit
Committee
in connection with the election of Trustees:
Nuveen Energy MLP Total Return Fund (JMF)
Nuveen Mortgage Opportunity Term Fund (JLS)
Nuveen Mortgage Opportunity Term Fund 2 (JMT)
Nuveen
Investment
Funds,
Inc.
Nuveen
International
Select
Fund
ISS Proxy Advisory Services
recommendation was based on a determination that the
Funds Audit Committee approved an excessive amount of non-audit
fees paid to each Funds auditor, which increases the
potential for conflicts of interest.
Nuveen Fund Advisors, LLC (NFAL), each Funds investment adviser,
respectfully disagrees with that determination and requests
that ISS Proxy Advisory Services reconsider its
determination. .
For Internal Use Only. |
3
Nuveen Funds Response, Cont.
NFAL believes the Audit committee acted appropriately in approving the
non-audit related services in question for the following
reasons:
Each of the four Funds have unique circumstances within the Nuveen
Fund complex that require a higher than normal level of
non-audit services be performed.
PwC is uniquely or more qualified than other firms to perform the
non-audit services in question on behalf of the
Funds.
While
the
fees
paid
to
PricewaterhouseCoopers
(PwC)
by
each
Fund
for
non-audit
services
may appear out of proportion, the overall amount of non-audit fees
paid to PwC by the Funds is de minimis
compared to the overall audit fees paid by the complex to PwC.
The Audit Committee has taken into account PwCs expertise in the
areas requiring additional services and, together with the
overall amount of audit-related fees paid to PwC by the
Nuveen Funds complex, has determined that the use of PwC to perform
these services was and is in the best interests of each Fund
and their shareholders.
This determination was made with full disclosure of all facts and in
accordance with each Funds Audit Committee Charter and
applicable SEC and NYSE rules and regulations. For Internal Use Only.
|
4
Nuveen Energy MLP Total Return Fund (JMF)
Nuveen Energy MLP Total Return Fund (JMF)
The Fund invests primarily in master limited partnerships (MLPs),
which pass through active business income to the Fund that is
sourced to various states.
The Fund has elected to be taxed as a C-Corporation and therefore
pays taxes to various states, the amounts of which are
determined using a combination of apportionment factors that are not
provided by the MLPs or otherwise generally available.
One other accounting firm provides tax return preparation services
tailored for MLPs.
PwC, however, has the overwhelming market share in this area, which
allows them direct access to information needed for the
apportionment services provided to the Fund, thereby making
them uniquely and solely qualified to perform those services.
In
addition,
JMF
was
the
acquiring
fund
in
a
fund
reorganization
and
the
Fund
incurred
additional non-audit tax-related expenses associated with the
Fund calculating potential loss limitations that are typical in
fund reorganizations.
Approximately 94% of the non-audit related fees incurred in fiscal
year 2013 as reported in the Funds proxy statement were
solely attributable to the unique circumstances described above.
Based on the foregoing, and a determination that such services would
not impair PwCs independence with respect to the Fund,
the Audit Committee approved the use of PwC for such
non-audit services. |
5
Nuveen Mortgage Opportunity Term Fund (JLS)
Nuveen Mortgage Opportunity Term Fund 2 (JMT)
Nuveen Mortgage Opportunity Term Fund (JLS)
Nuveen Mortgage Opportunity Term Fund 2 (JMT)
The Funds invest primarily in mortgage-backed securities
(MBS)
The tax accretion of discount on MBS that have significant principal
repayments differs from financial statement reporting
purposes.
The Funds engaged PwCs Financial Modeling group to assist in the
calculation of discount accruals on a tax basis and the basis
adjustments associated with sales of MBS, both of which are
based on factors not readily available.
When the Funds were launched in 2009/2010, only one other accounting
firm provided the necessary services.
The other firms modeling contained significant assumptions and
estimates compared to modeling performed by PwCs
Financial Modeling group, thereby making PwC uniquely qualified
to perform those services.
For each Fund, approximately 94% of the non-audit related fees
incurred in fiscal year 2013 as reported
in
the
Funds
proxy
statements
were
solely
attributable
to
the
services
described
above.
Based on the foregoing and a determination that such services would
not impair PwCs independence with respect to the Funds,
the Audit Committee approved the use of PwC for such
non-audit services. |
6
Nuveen International Select Fund
Nuveen International Select Fund
The Fund invests a significant portion of its assets in companies
domiciled in the European Union (EU) which require taxes to be
withheld on payments made to the Fund. Court cases have
called into question whether these taxes should apply, necessitating
the Fund to retain an outside administrator to assist in a
reclaim process for reimbursement of the withheld taxes.
NFAL and the Funds Audit Committee determined that PwC is a
recognized provider of these services at competitive
rates.
The
reclaim
process
has
no
impact
on
the
financial
statements
of
the
Funds
and
NFAL
management makes the annual determination of which reclaims to file
separate and independent of PwCs input.
The Fund is a series of Nuveen Investment Funds, Inc., a Maryland
corporation (NIF) that has 28 separate series, each of which
constitutes a separate fund.
NIF elects directors at the corporate level as opposed to the Fund
level.
For fiscal year 2013, the non-audit fees paid by the Fund
($38,652) were in small in comparison to the overall fees paid
by NIF for audit services ($663,742). In addition, approximately 75% of
the non-audit related fees incurred by the Fund in fiscal year
2013 as reported in the Funds proxy statement were solely
attributable to the reclaim process described above.
Based on the foregoing and a determination that such services would
not impair PwCs independence with respect to the Fund and
NIF, the Audit Committee approved the use of PwC for such
non-audit services. |