DEFA14A: Nuveen Funds Receive Glass Lewis Support Against Saba Capital's Board Nominee

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

Summary

• Glass Lewis, a leading independent proxy advisory firm, recommends that 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).
• The recommendation is for the Funds annual meetings, scheduled to be held on May 15, 2024.
• Glass Lewis rejected the nominee submitted by dissident shareholder, Saba Capital Management, L.P. (Saba).
• 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.
• Glass Lewis stated that the incumbent trustees of the Funds have demonstrated a reasonable level of attention and awareness regarding matters pertaining to the Funds discount to NAV.
• Glass Lewis stated that Saba has not offered anything approaching a thorough or meaningful analysis of Fund discounts to NAV relative to peer funds or other relevant benchmarks.
• Glass Lewis stated that Saba's nominee lacks prior closed-end fund experience and does not appear to have any prior experience serving on the board of a publicly listed investment fund or publicly traded company.
• Glass Lewis stated that Saba may have a short-term interest in pursuing a liquidity event at the Fund, potentially in a manner that could negatively impact the interests of long-term shareholders.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as Nuveen receives support from Glass Lewis, validating their board nominees and strategy. However, the presence of an activist investor introduces some uncertainty.

Positives

• Glass Lewis's support validates Nuveen's board nominees.
• Glass Lewis recognizes Nuveen's stewardship and commitment to shareholders.
• Glass Lewis acknowledges the Funds Trustees have taken actions to protect and advance the interests of all shareholders.
• Glass Lewis acknowledges the Funds Trustees have demonstrated a reasonable level of attention and awareness regarding matters pertaining to the Funds discount to NAV.

Negatives

• Saba Capital is attempting to place a nominee on the board.
• Glass Lewis believes Saba's nominee lacks experience and Saba's motives may harm long-term shareholders.

Risks

• Saba Capital's actions could potentially disrupt Nuveen's fund management.
• There is a risk that Saba may have a short-term interest in pursuing a liquidity event at the Fund, potentially in a manner that could negatively impact the interests of long-term shareholders.

Future Outlook

Nuveen aims to continue delivering attractive, reliable distributions to closed-end fund investors and protect their best interests.

Management Comments

• Dave Lamb, Head of Nuveen Closed-End Funds, stated that the 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, Head of Nuveen Closed-End Funds, stated that 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.

Industry Context

This announcement reflects the ongoing trend of activist investors challenging established fund managers to improve fund performance and shareholder value.

Comparison to Industry Standards

• Glass Lewis is a leading independent proxy advisory firm, similar to Institutional Shareholder Services (ISS), whose recommendations are widely followed by institutional investors.
• Saba Capital Management, L.P. is an activist investor, similar to Elliott Management or Carl Icahn, who often take positions in companies and push for changes to increase shareholder value.

Stakeholder Impact

• Shareholders will be impacted by the outcome of the vote on board nominees.
• The fund's performance and distributions could be affected by the board's decisions.

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 protect their best interests.

Key Dates

Keywords

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