DEFA14A: Nuveen Funds Receive Support from Glass Lewis in Proxy Fight Against Saba Capital

Glass Lewis, a leading independent proxy advisory firm, recommends shareholders vote for Nuveen's board nominees, rejecting Saba Capital's nominee for several Nuveen closed-end funds.

Summary

• The Boards of Trustees of Nuveen closed-end funds announced that Glass Lewis recommended shareholders vote FOR all of the Board Nominees of Nuveen Real Asset Income and Growth Fund (NYSE: JRI), Nuveen Core Plus Impact Fund (NYSE: NPCT), Nuveen Multi-Asset Income Fund (NYSE: NMAI) and Nuveen Variable Rate Preferred & Income Fund (NYSE: NPFD).
• Glass Lewis specifically recommended that shareholders vote FOR Joanne T. Medero, Albin F. Moschner, Loren M. Starr, Matthew Thornton III and Margaret L. Wolff.
• Glass Lewis rejected the nominee submitted by dissident shareholder, Saba Capital Management, L.P. (Saba).
• Glass Lewis stated that the Funds Trustees Have Taken Actions to Protect and Advance the Interests of All Shareholders.
• Glass Lewis stated that Saba Has Not Offered a Compelling Plan to Create Value for Fund Shareholders.
• Glass Lewis stated that Sabas Unqualified Nominee Has No Board Experience and No Expertise in Closed-End Funds.
• Georgeson LLC is the Funds proxy solicitor and can be contacted at (866) 357-3956 for JRI, (866) 357-1928 for NPCT, (866) 357-4425 for NMAI, and (866) 410-5798 for NPFD.
• Nuveen has $1.2 trillion in assets under management as of 31 Mar 2024 and operations in 27 countries.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the endorsement from Glass Lewis, which strengthens Nuveen's position in the proxy fight. However, the presence of activist pressure and the underlying issue of discount to NAV temper the overall positivity.

Positives

• Glass Lewis's support validates Nuveen's stewardship and commitment to shareholder interests.
• The rejection of Saba's nominee mitigates the risk of short-term actions that could harm long-term shareholders.
• Glass Lewis acknowledges Nuveen's efforts to manage the discount to NAV.

Negatives

• Saba Capital's attempt to nominate a board member indicates potential dissatisfaction with the fund's performance or strategy.
• The existence of a proxy fight can create uncertainty and distract management.

Risks

• Saba Capital may continue to pressure Nuveen to implement changes, potentially disrupting the fund's strategy.
• The discount to NAV remains a concern, and Nuveen's efforts to address it may not be fully effective.

Future Outlook

The document focuses on the upcoming vote and doesn't provide specific forward-looking statements about financial performance, but implies a continuation of current strategies if Nuveen's nominees are elected.

Management Comments

• Dave Lamb, Head of Nuveen Closed-End Funds, stated: 'We appreciate Glass Lewis for its recognition of Nuveens stewardship and deep commitment to advancing the interests of shareholders.'
• Dave Lamb stated: 'Our Trustees are highly qualified and devoted to ensuring that each of these funds achieves their investment objective and delivers the attractive, reliable distributions that matter most to closed-end fund investors.'
• Dave Lamb stated: 'We thank Glass Lewis for its clarity and sound guidance, and we appreciate the support from shareholders as we continue to protect their best interests.'

Industry Context

This announcement reflects the increasing activism in the closed-end fund space, where investors like Saba Capital seek to unlock value by addressing discounts to NAV. Proxy advisory firms like Glass Lewis play a crucial role in influencing shareholder votes in these situations.

Comparison to Industry Standards

• Activist investors targeting closed-end funds are common, with firms like Saba Capital, Bulldog Investors, and Karpus Management frequently engaging in proxy fights.
• Discounts to NAV are a persistent issue in the closed-end fund industry, and various strategies are employed to address them, including tender offers, share repurchases, and managed distribution policies.
• Glass Lewis and ISS are the two leading proxy advisory firms, and their recommendations often carry significant weight with institutional investors.

Stakeholder Impact

• Shareholders will be impacted by the outcome of the vote, as it will determine the composition of the board and the direction of the fund.
• The fund's management and employees are affected by the potential changes in strategy and oversight.

Next Steps

• Shareholders will vote on the board nominees at the annual meetings scheduled for May 15, 2024.
• Nuveen will continue to engage with shareholders to garner support for its nominees.

Key Dates

Keywords

Nuveen, Glass Lewis, Saba Capital, Proxy Fight, Board Nominees, Closed-End Funds, Discount to NAV, Shareholders