Nuveen Variable Rate Preferred & Income Fund · NYSE:NPFD
Nuveen Variable Rate Preferred & Income Fund — Proxy Contest (April 2024)
38 slides from Nuveen Variable Rate Preferred & Income Fund's proxy contest presentation, Apr 24, 2024
Slide 1: Institutional Shareholder Services Presentation
Nuveen Real Asset Income and Growth Fund (JRI) Nuveen Multi-Asset Income Fund (NMAI) Nuveen Variable Rate Preferred and Income Fund (NPFD) Nuveen Core Plus Impact Fund (NPCT) April 23, 2024 Institutional Shareholder Services Presentation
Slide 2: Nuveen Closed-End Funds: Our approach and mindset
NUVEEN CLOSED-END FUNDS Our approach and mindset Nuveen’s closed-end funds (CEFs) are designed to be long-term investments that help shareholders, primarily retirees or individuals nearing retirement, plan for their financial future by providing consistent, attractive income throughout multiple mark
Slide 3: Guiding Questions
GUIDING QUESTIONS 1. Is change warranted? 2. If change is warranted, who is best to effect change? 3
Slide 4: Is change warranted?
Is change warranted? We do not believe change is warranted. The Board maintains confidence in its ability, the investment managers’ ability and the Funds’ ability to perform over the long term and continue to deliver on the Funds’ objectives to generate income for all shareholders. Since 2021, all f
Slide 5: Nuveen Board Nominees are fiduciaries seeking long-term value
Nuveen Board Nominees are fiduciaries seeking to deliver long-term value to all shareholders and have a record of taking thoughtful actions to enhance shareholder outcomes. Since 2012, the Board has: • Authorized 58 CEF mergers, producing highly scaled funds in respective asset classes with: • Lower
Slide 6: If change is warranted, who is best to effect change?
If change is warranted, who is best to effect change? We do not believe change is warranted. Incumbent trustees all have deep CEF, investment management, and/or business leadership experience and are best prepared to protect and advance the interest of all shareholders by working to achieve investme
Slide 7: Jason Chen is inexperienced and unqualified
Jason Chen is inexperienced and unqualified Jason Chen has zero (0) years of closed-end or other U.S. fund experience and has never served on the board of a publicly listed investment fund, or any public company at all. Mr. Chen’s recent experience is primarily with smaller firms with negligible AUM
Slide 8: Saba's actions and resulting performance does not benefit all shareholders
Saba’s actions and resulting performance does not benefit all shareholders BRW DISCOUNT POST-TAKEOVER SABA DISCOUNT POST-TAKEOVER Saba Capital Income & Opportunities Fund (BRW) Since Saba’s 2021 takeover and overhaul of the fund’s investment mandate, BRW trades at a wider, persistent discount to NAV
Slide 9: Corporate Governance
Corporate Governance The Board has established various committees designed for deeper engagement by trustees in certain oversight functions, all with independent trustees and chairs. Committees include: Closed-End Funds and Open-End Funds: Each meets quarterly and is responsible for assisting the Bo
Slide 10: ISS Five Factor Framework
ISS Five Factor Framework Distributions Total Shareholder Return NAV Premium / Discount Fees & Expenses Corporate Governance 10
Slide 11: Distributions Summary
Five Factor Framework: Distributions Summary Nuveen CEF shareholders seek attractive and reliable distributions from their investment in the Funds. • Each Fund has delivered attractive and reliable distributions since inception. • Each Fund has competitive distribution rates on both NAV and market p
Slide 12: Distributions JRI
Five Factor Framework: Distributions JRI KEY DISTRIBUTION METRICS NAV Distribution Rate 8 .91% 8.88% JRI PEER AVG. As of March 31, 2024 Market Price Distribution Rate 10 .12% 9.91% JRI PEER AVG. As of March 31, 2024 1-Year Distribution Change +14 .9% -1.8% JRI PEER AVG. As of March 31, 2024 JRI has
Slide 13: Distributions NMAI
Five Factor Framework: Distributions NMAI KEY DISTRIBUTION METRICS NAV Distribution Rate 11 .59% 9.45% NMAI PEER AVG. As of March 31, 2024 Market Price Distribution Rate 12 .86% 10.65% NMAI PEER AVG. As of March 31, 2024 1-Year Distribution Change +33 .3% -7.1% NMAI PEER AVG. As of March 31, 2024 NM
Slide 14: Distributions NPFD
Five Factor Framework: Distributions NPFD KEY DISTRIBUTION METRICS NAV Distribution Rate 7.13% 7.36% NPFD PEER AVG. As of March 31, 2024 Market Price Distribution Rate 8. 01% 7.99% NPFD PEER AVG. As of March 31, 2024 1-Year Distribution Change +38 .2% -1.4% NPFD PEER AVG. As of March 31, 2024 NPFD h
Slide 15: Distributions NPCT
Five Factor Framework: Distributions NPCT KEY DISTRIBUTION METRICS NAV Distribution Rate 9. 15% 11.45% NPCT PEER AVG. As of March 31, 2024 Market Price Distribution Rate 10 .61% 10.93% NPCT PEER AVG. As of March 31, 2024 1-Year Distribution Change +10 .2% +3.7% NPCT PEER AVG. As of March 31, 2024 NP
Slide 16: Total Shareholder Returns Summary
Five Factor Framework: Total Shareholder Returns Summary • Each Fund has a distinct mandate with investment objectives and policies intended to provide shareholders access to a clear investment strategy and consistent fund structure. • Each Fund’s portfolio and structure were challenged in 2022 with
Slide 17: Total Shareholder Returns JRI
Five Factor Framework: Total Shareholder Returns JRI Over the long-term, JRI has performed well relative to peers with 10-year returns on market price and NAV of 4.74% and 4.18%, respectively, compared to average peer returns of 4.73% and 4.26%. • Experienced significant recovery over the last 6 mon
Slide 18: Total Shareholder Returns NMAI
Five Factor Framework: Total Shareholder Returns NMAI In 2023, following unprecedented market volatility in the year following inception, NMAI generated market price and NAV returns at rates higher than peer averages. • Experienced significant recovery over the last 6 months with market price and NA
Slide 19: Total Shareholder Returns NPFD
Five Factor Framework: Total Shareholder Returns NPFD Over the past one-year period ending March 31, 2024, NPFD market price and NAV performance has been in line with peers. • Experienced significant recovery over the last 6 months with market price and NAV returns up 18.44% and 12.47%, respectively
Slide 20: Total Shareholder Returns NPCT
Five Factor Framework: Total Shareholder Returns NPCT Over the last six months as fixed income markets have recovered, NPCT has outperformed peers on market price and NAV performance by over 480 bps and 340 bps, respectively, due to its longer duration profile. • Experienced significant recovery ove
Slide 21: Net Asset Value (NAV) Premium and Discount
Five Factor Framework: Net Asset Value (NAV) Premium and Discount NPCT, NMAI, and NPFD launched in 2021, immediately preceding a period of DISTRIBUTIONS significant market volatility and uncertainty. Given that environment, the Funds The Funds’ objective is to deliver have, at times, traded at disco
Slide 22: Total Expenses JRI
Five Factor Framework: Total Expenses1 JRI The Fund Board and Management have taken steps to keep management fees and expenses low, thus maximizing returns and providing access to a multi-asset portfolio of equity and debt securities from issuers around the world. JRI offers competitive pricing mark
Slide 23: Total Expenses NMAI
Five Factor Framework: Total Expenses1 NMAI The Fund Board and Management have taken steps to keep management fees and expenses low, thus maximizing returns and providing access to a multi-asset portfolio of equity and debt securities from issuers around the world. NMAI offers competitive pricing ma
Slide 24: Total Expenses NPFD
Five Factor Framework: Total Expenses1 NPFD The Fund Board and Management have taken steps to keep management fees and expenses low, thus maximizing returns and providing access to a multi-asset portfolio of equity and debt securities from issuers around the world. NPFD offers competitive pricing ma
Slide 25: Total Expenses NPCT
Five Factor Framework: Total Expenses1 NPCT The Fund Board and Management have taken steps to keep management fees and expenses low, thus maximizing returns and providing access to a multi-asset portfolio of equity and debt securities from issuers around the world. NPCT offers competitive pricing ma
Slide 26: Corporate Governance
Five Factor Framework: Corporate Governance Experienced, Successful Discount- Impactful Consistently Qualified Narrowing Distribution competitive total Independent Trustees Initiatives Enhancements expenses • Deep closed-end fund • Distribution and fee-focused • Attractive, consistent • Competitive,
Slide 27: The Board believes its Nominees should continue to serve shareholders
The Board believes its Nominees should continue to serve shareholders of JRI, NMAI, NPFD, and NPCT as Trustees, representing all shareholders in the pursuit of long-term value from their investment in the Funds. The Board Nominees possess the qualifications, skills, and experience in overseeing clos
Slide 28: Independent Trustees for Election (JRI, NMAI)
NUVEEN REAL ASSET INCOME AND GROWTH FUND (JRI) NUVEEN MULTI-ASSET INCOME FUND (NMAI) Independent Trustees for Election
Slide 29: Independent Trustees for Election
Independent Trustees for Election The Nominees for each Fund are independent and highly experienced, focused on delivering long-term value to all shareholders. The diverse group of Nuveen Nominees possess a broad range of leadership and board experience. Formerly, Managing Director, Government Relat
Slide 30: Independent Trustees for Election
Independent Trustees for Election Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (FedEx) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice
Slide 31: Independent Trustees for Election (NPCT, NPFD)
NUVEEN CORE PLUS IMPACT FUND (NPCT) NUVEEN VARIABLE RATE PREFERRED AND INCOME FUND (NPFD) Independent Trustees for Election 31
Slide 32: Independent Trustees for Election
Independent Trustees for Election The Nominees for each Fund are independent and highly experienced, focused on delivering long-term value to all shareholders. The diverse group of Nuveen Nominees possess a broad range of leadership and board experience. Formerly, Managing Director, Government Relat
Slide 33: Independent Trustees for Election
Independent Trustees for Election Formerly, Executive Vice President and Chief Operating Officer (2018-2019), FedEx Freight Corporation, a subsidiary of FedEx Corporation (FedEx) (provider of transportation, e-commerce and business services through its portfolio of companies); formerly, Senior Vice
Slide 34: Appendix
Appendix 34
Slide 35: Nuveen's corporate governance across its CEFs
Nuveen’s corporate governance across its CEFs is designed to protect and advance the best interests of all fund shareholders. Optimized Board Structure for CEFs Nuveen’s Board of Directors carefully and thoughtfully determined that a classified board structure best serves fund shareholders, as it co
Slide 36: We view closed-end funds differently than operating companies
We view closed-end funds differently than operating companies, because they function differently than operating companies. NUVEEN PROXY VOTING GUIDELINES On Closed-End Funds: We recognize that many exchange-listed closed-end funds (“CEFs”) have adopted particular corporate governance practices that
Slide 37: Peer groups
Peer groups Ticker Fund Name JRI Nuveen Real Asset Income and Growth Fund TEAF Ecofin Sustainable and Social Impact Term Fund MEGI MainStay CBRE Global Infrastructure Megatrends Term Fund ASGI abrdn Global Infrastructure Income Fund ERH Allspring Utilities & High Income Fund RA Brookfield Real Asset
Slide 38: BRW performance
BRW performance Trustees nominated and elected by Saba facilitated “change” by allowing Saba to takeover PPR (now BRW). The fund is materially lagging the senior loan category and the fund’s former benchmark. Stated performance outcomes have not been achieved and Saba has failed to acknowledge their
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