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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Filed by a Party other than the Registrant [ ]
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[ ] | Preliminary Proxy Statement |
[ ] | Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[ ] | Definitive Proxy Statement |
[X] | Definitive Additional Materials |
[ ] | 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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[X] | No fee required. |
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Nuveen
Funds Response to ISS Proxy Advisory Services
Recommendations
July 25, 2014 |
Nuveen
Funds Response 2
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. |
Nuveen
Funds Response, Cont. 3
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.
|
Nuveen Energy MLP Total Return Fund (JMF)
4
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.
The $110,000 of non-audit related fees incurred in fiscal year
2013 as reported in the Funds proxy statement were
comprised
of
the
following:
$40,000
apportionment
assistance
for
JMF
(recurring);
$37,500
apportionment
assistance
for
MTP,
which
merged
into
JMF
(non-recurring);
$25,850
tax
guidance
in
preparing JMFs tax calculation of capital loss carry
forward and net operating loss limitations due to the merger of
MTP and JMF (non-recurring); and $6,750 miscellaneous tax
assistance associated with understanding
state
sourcing
rules
for
several
state
tax
returns
(non-recurring).
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)
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 when compared to modeling performed by PwCs
Financial Modeling group, thereby making PwC uniquely qualified to perform those
services.
For
JLS,
the
$79,208
of
non-audit
related
fees
incurred
in
fiscal
year
2013
as
reported
in
the
Funds
proxy
statements were comprised of the following: $74,838 related to the
discount calculations (recurring); and $4,370 related to annual
excise tax review (recurring).
For
JMT,
the
$76,332
of
non-audit
related
fees
incurred
in
fiscal
year
2013
as
reported
in
the
Funds
proxy
statements were comprised of the following: $71,962 related to the
discount calculations (recurring); and $4,370 related to annual
excise tax review (recurring).
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.
Nuveen Mortgage Opportunity Term Fund (JLS)
Nuveen Mortgage Opportunity Term Fund 2 (JMT)
|
Nuveen International Select Fund
6
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.
The $38,652 of non-audit related fees incurred by the Fund in
fiscal year 2013 as reported in the Funds proxy
statement
were
comprised
of
the
following:
$23,937
EU
reclaim
assistance
(recurring);
$12,215
preparation
of
India
income
tax
returns
(recurring);
and
$2,500
excise
tax
review
(recurring).
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. |