DEFA14A: Nuveen Funds Receive Glass Lewis Support Amidst Saba Capital Proxy Fight

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

• Glass Lewis, a leading independent proxy advisory firm, has recommended that shareholders vote for the Board nominees of several Nuveen closed-end funds: Nuveen Real Asset Income and Growth Fund (JRI), Nuveen Core Plus Impact Fund (NPCT), Nuveen Multi-Asset Income Fund (NMAI), and Nuveen Variable Rate Preferred & Income Fund (NPFD).
• The recommendation supports the qualified Trustees: Joanne T. Medero, Albin F. Moschner, Loren M. Starr, Matthew Thornton III, and Margaret L. Wolff.
• Glass Lewis rejected the nominee submitted by Saba Capital Management, L.P. (Saba).
• Glass Lewis stated that the incumbent trustees have demonstrated a reasonable level of attention and awareness regarding matters pertaining to the Funds' discount to NAV.
• Glass Lewis believes Saba has not offered a compelling plan to create value for fund shareholders or substantive arguments to justify the removal of specific individual trustees.
• Glass Lewis also expressed concern that Saba's nominee lacks prior closed-end fund experience and may have a short-term interest in pursuing a liquidity event that could negatively impact long-term shareholders.
• Nuveen urges shareholders to vote FOR their Trustees on the WHITE proxy card.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the support from Glass Lewis, which validates Nuveen's position. However, the ongoing proxy fight and the existence of a discount to NAV temper the overall outlook.

Positives

• Glass Lewis's support validates Nuveen's current board and their strategies.
• The rejection of Saba's nominee suggests confidence in Nuveen's existing management and direction.
• Glass Lewis acknowledges the trustees' efforts to address the discount to NAV.
• Nuveen has significant assets under management, indicating a strong market presence.

Negatives

• The proxy fight with Saba Capital indicates potential disagreement on the fund's direction.
• The existence of a discount to NAV suggests potential underperformance or market perception issues.

Risks

• Saba Capital may continue to pressure Nuveen for changes, potentially disrupting fund management.
• The discount to NAV could persist or widen if Nuveen's strategies are not effective.
• Saba's potential pursuit of a liquidity event could negatively impact long-term shareholders.

Future Outlook

Nuveen aims to continue protecting shareholder interests and delivering attractive, reliable distributions. The outcome of the shareholder vote will determine the composition of the board and potentially influence the fund's future direction.

Management Comments

• Dave Lamb, Head of Nuveen Closed-End Funds: 'We appreciate Glass Lewis for its recognition of Nuveen’s stewardship and deep commitment to advancing the interests of shareholders.'
• Dave Lamb: '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: 'Glass Lewis recognized that the dissidents candidate had no credible experience or plan, and that the true aim of this fight is to force short-term changes that would harm the funds and their shareholders in the long term.'
• Dave Lamb: '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 ongoing trend of activist investors challenging fund management and seeking to influence corporate governance. Proxy advisory firms like Glass Lewis play a crucial role in guiding shareholder voting decisions.

Comparison to Industry Standards

• Glass Lewis's recommendations are widely respected in the investment community and often influence shareholder voting.
• Saba Capital is known for its activist investing in closed-end funds, often pushing for strategies to narrow the discount to NAV, such as tender offers or liquidations.
• Other comparable closed-end fund managers include BlackRock, Eaton Vance, and Franklin Templeton, which also face similar pressures from activist investors.

Stakeholder Impact

• Shareholders will be impacted by the outcome of the vote, which will determine the fund's governance and potential strategies.
• Employees of Nuveen could be affected by any changes in strategy or management resulting from the proxy fight.

Next Steps

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

Key Dates

Keywords

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