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Robert Bremner
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Robert Bremner, independent chairman, Nuveen Funds
Bremner led the boards response to auction-rate preferred securities derivative demand litigation on behalf of common shareholders and worked closely with the legal team that succeeded in December 2011 in getting the suit dismissed. Throughout Nuveen Investments handling of the ARPS crisis, Bremner was a central figure. He served as the boards point man during the Chicago firms effort to refinance some $15 billion in frozen ARPS. Launched in February 2008, the refinancing program required a greatly expanded use of derivatives and the development of two new forms of preferred shares in order to meet the challenge of offering liquidity to preferred shareholders while preserving the benefits of leverage for common shareholders - a critical feature of nearly all closed-end funds. Nuveen was among the first of the closed-end fund providers to embrace multiple forms of leverage, and Bremner and his board were instrumental in a process took place against a backdrop of severe market stress and limited liquidity. The board met frequently to consider alternative solutions and evaluate their potential impact on portfolio performance and examine what kinds of returns common and preferred shareholders should expect. Bremner and the other independent directors encouraged management to engage in a wide-ranging communication program with investors and analysts through regular web postings, conference calls and added commentary in the funds annual reports. Bremner also serves as a member of the Independent Directors Council Governing Council.
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James Conn
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James Conn, lead independent trustee, GAMCO Investors
Conn was instrumental in the construction of a transferable rights offering for preferred shareholders of GAMCOs $254 million GDL Fund and guided the board through the innovative process. The self-underwritten offering allowed existing preferred shareholders the opportunity to buy a new series of preferred stock that includes various term resets designed to benefit from the current interest rate environment. Because of his grasp of the capabilities of the fund and its shareholder base, as well as his understanding of GAMCO Investors, Conn recognized the advantages of raising capital without costly underwriting and distribution fees, enabling shareholders to realize the full benefit of the proceeds. Conn, who served on the pricing committee for the fund, was heavily relied upon by the board and management throughout the construction process of the offering for his knowledge and experience in finance, banking and the broker-dealer industry. During the process, he adopted the perspective of a common shareholder and helped mold terms to permit the fund to obtain attractively priced financing without the pitfalls of auction market preferred shares while obtaining a lower cost over the expected life than fixed-rate preferred stock. Within the complex and on the board, Conn is known as somewhat of a closed-end fund guru and is tapped regularly for his knowledge and opinions.
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Frank Nesvet
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Frank Nesvet, independent chairman, SPDR Series Trust
Nesvet spearheaded discussions with management at State Street Global Advisors regarding plans to introduce actively managed exchange-traded funds to the Boston firms existing family of passive SPDR ETFs. He initiated education sessions for the board about the actively managed ETF marketplace and the differences between ETFs managed in-house and those managed by sub-advisors - including nuances in portfolio management, distribution, operations, compliance and legal. SSgAs proposed offerings, expected to be launched this year, will include both types of funds, and Nesvet was very active in the review of the program to oversee sub-advisors. Acting as a board liaison throughout the review and approval process, Nesvet set the agendas and scheduled multiple special calls and meetings while continuing oversight responsibilities of SSgAs existing suite of 93 passively managed SPDR ETFs. Nesvet also worked on relationship building among the trustees, a new sub-advisor and new personnel involved in implementing a master-feeder structure and new product types for the actively managed ETFs. He continues to be in close touch with management to keep the board apprised of regulatory approvals associated with the launch of the actively managed SPDR ETFs.