DEFA14A: Nuveen Variable Rate Preferred & Income Fund Faces Proxy Fight with Saba Capital

Nuveen Variable Rate Preferred & Income Fund urges shareholders to vote using the WHITE proxy card to support their nominees and protect the fund from potential disruption by Saba Capital.

Summary

• Nuveen Variable Rate Preferred & Income Fund is urging shareholders to vote FOR the Fund's nominees on the WHITE proxy card.
• Saba Capital Master Fund, Ltd. is seeking to replace one of the Fund's elected Trustees.
• The Fund's Board unanimously recommends that shareholders vote FOR the three Class III nominees and the two preferred share nominees.
• The Annual Meeting will be held on May 15, 2024, at 12:00 p.m. CT.
• Shareholders are advised not to sign or return the GOLD proxy card sent by Saba Capital.
• Georgeson LLC is the Fund's proxy solicitor and can be contacted at 866-410-5798 for questions.

Sentiment

Score: 6

Explanation: The document conveys a sense of urgency and concern due to the proxy fight, but also confidence in the Board's ability to protect shareholder interests. The sentiment is neutral to slightly positive.

Positives

• The Board is committed to protecting the best interests of all Fund shareholders.
• The Trustees are focused on meeting the Fund's investment objective, generating reliable income, and driving performance.

Negatives

• Saba Capital's nominee lacks closed-end fund expertise and may disrupt the Fund's investment objective.
• A proxy fight can create uncertainty and potentially distract management.

Risks

• Saba Capital's actions could potentially imperil the Fund's ability to perform over the long term and deliver consistent distributions.
• The proxy fight introduces uncertainty regarding the future direction of the Fund.

Future Outlook

The document focuses on the immediate proxy vote and does not provide specific forward-looking financial guidance.

Management Comments

• We remain committed to protecting the best interests of all Fund shareholders.
• Our Trustees are focused on meeting the Funds investment objective, generating reliable income, and driving performance to carry you through multiple market cycles.

Industry Context

Proxy fights are not uncommon in the closed-end fund space, particularly when activist investors like Saba Capital see opportunities to unlock value or influence fund strategy.

Stakeholder Impact

• Shareholders are directly impacted by the outcome of the proxy vote.
• The Fund's investment objective and performance could be affected by the results of the vote.

Next Steps

• Shareholders need to vote on the proxy proposals before the Annual Meeting on May 15, 2024.

Key Dates

Keywords

proxy fight, Saba Capital, Nuveen, closed-end fund, trustees, shareholders, proxy, investment objective, distributions