JGH Nuveen Global High Income Fund

PROXY STATEMENT

OF

Saba Capital Management, L.P.

_________________________

PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY

This Proxy Statement and the enclosed GOLD proxy card are being furnished by Saba Capital Management, L.P. (“Saba Capital”), Boaz R. Weinstein (“Mr. Weinstein”), and certain of Saba Capital’s affiliates (collectively, the “Saba Entities,” together with Saba Capital and Mr. Weinstein, “Saba,” “we,” or “us”) and the Nominees (as defined below) named in the proposal below (the Nominees together with Saba, the “Participants”), in connection with the solicitation of proxies from the shareholders of Nuveen Global High Income Fund, a Massachusetts business trust and closed-end management investment company registered under the Investment Company Act of 1940, as amended (“JGH” or the “Fund”).

As a result of what we believe to be the continued poor investment performance of JGH, its common stock shares of beneficial interest, $0.01 par value (the “Common Shares”) trade at a significant discount to the Fund’s net asset value (“NAV”).¹ We believe that this discount is attributable to a lack of effective management on the part of the board of trustees (the “Board”) of JGH and therefore believe the Board needs fresh ideas and an independent perspective to address JGH’s discount and that the Nominees’ election to the Board will send a strong message that JGH’s shareholders are not satisfied with the Fund’s management and their treatment of shareholder investment.

We are convinced that NOW is the time to take action to close the Fund’s discount and we urge shareholders to elect our Nominees, who, if elected, would serve the best interests of all shareholders.

We are therefore seeking your support at the upcoming 2021 annual meeting of shareholders (the “Annual Meeting”) to be held on Tuesday, April 6, 2021 at [●] [a.m./p.m.], Central time. Because of the public health concerns regarding the coronavirus (COVID-19) pandemic, the Fund disclosed in its preliminary proxy statement for the Annual Meeting filed with the Securities Exchange Commission (the “SEC”) on January 20, 2021 (the “Fund’s Proxy Statement”) that it will be hosting the Annual Meeting as a completely virtual meeting of shareholders, which will be conducted online via live webcast. Shareholders will be able to attend and participate in the Annual Meeting online, vote shares electronically and submit questions prior to and during the Annual Meeting by visiting www.meetingcenter.io/248622200. If your shares are registered in your name, to participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. The password for the Annual Meeting is JGH2021. There is no physical location for the Annual Meeting.

Saba is seeking your support with respect to the following proposal (the “Proposal”) and to consider and act upon any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

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¹ The Fund has traded at an average discount to NAV of 11.43% for the period of January 21, 2016 through January 21, 2021.

This Proxy Statement and GOLD proxy card are first being mailed or given to the Fund’s shareholders on or about [●].

Based on the Fund’s Proxy Statement as well as other public information, the Board is currently comprised of ten trustees divided into three classes. Each class is elected for a term of three years, with the term of one class of trustees expiring at each annual meeting of the shareholders. According to the Fund’s Proxy Statement, three Class III trustees, whose respective terms will expire at the 2024 annual meeting of shareholders, are to be elected by holders of Common Shares at the Annual Meeting.

Through this Proxy Statement and enclosed GOLD proxy card, we are soliciting proxies to elect the Nominees to serve as Class III trustees. The names, backgrounds and qualifications of the Fund’s nominees, and other information about them, can be found in the Fund’s Proxy Statement. There is no assurance that any of the Fund’s nominees will serve as trustees if any or all of our Nominees are elected.

The Fund has set the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”) as January 29, 2021. Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were [●] Common Shares outstanding according to the Fund’s Proxy Statement. As of the close of business on January 21, 2021, the Participants “beneficially owned” (such term as used in Schedule 14A within the meaning of Rule 13d-3 or Rule 16a-1 under the Securities Exchange Act of 1934 (the “Exchange Act”)) 2,288,325 Common Shares in the aggregate, as further described in Annex I.

We urge you to sign, date and return the GOLD proxy card “FOR ALL” of the Nominees in the Proposal. This Proxy Statement and GOLD proxy card are first being mailed or given to the Fund’s shareholders on or about [●].

Saba intends to solicit all shareholders of the Fund and deliver a proxy statement to such shareholders, which means that Saba intends to deliver this Proxy Statement and the accompanying Form of Gold Proxy Card to holders of at least the percentage of the Fund’s voting shares required under applicable law to carry the Proposal described in this Proxy Statement and in the Form of Gold Proxy Card. This proxy solicitation is being made by Saba and the Nominees, and not on behalf of the Board or management of the Fund or any other third party. We are not aware of any other matters to be brought before the Annual Meeting other than as described herein. Should other matters be brought before the Annual Meeting, the persons named as proxies in the enclosed GOLD proxy card will vote on such matters in their discretion.

If you have already voted using the Fund’s white proxy card, you have every right to change your vote by completing and mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. Importantly, only the latest validly executed proxy that you submit will be counted. In addition, any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can I change my vote or revoke my proxy?” in the Questions and Answers section.

For instructions on how to vote, including the quorum and voting requirements for the Fund and other information about the proxy materials, see the Questions and Answers section starting on page 7.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.

As one of the Fund’s largest shareholders, Saba has nominated a slate of two highly-qualified Nominees.

Saba has also filed a complaint (the "Complaint") in the United States District Court for the Southern District of New York (the "Court") against the Fund, Nuveen Floating Rate Income Fund, Nuveen Floating Rate Income Opportunity Fund, Nuveen Short Duration Credit Opportunities Fund and Nuveen Senior Income Fund (together, the "Trusts"); and Terence J. Toth, Jack B. Evans, William C. Hunter, Albin F. Moschner, John K. Nelson, Judith M. Stockdale, Carole E. Stone, Margaret L. Wolff, Robert L. Young, and Matthew Thornton III in their capacity as trustees of the Trusts (collectively with the Trusts, the "Defendants"), seeking injunctive relief on the basis that the Defendants, through their adoption of bylaws purporting to strip voting rights from shares acquired in a "Control Share Acquisition," which is defined to include the acquisition of shares constituting as little as 10% of the voting power of the Trusts (the "Vote-Stripping Amendment"), violated 15 U.S.C. § 80a-18(i) of the Investment Company Act of 1940 (the "40 Act"), pursuant to which all common shares "shall be a voting stock and have equal voting rights with every other outstanding voting stock." As part of the Complaint, Saba has requested, among other things, that the Court find the Vote-Stripping Amendment to be violative of the 40 Act and that such Vote-Stripping Amendment be rescinded and that the Defendants, their agents and representatives, and all others acting in concert with them be permanently enjoined from applying the Vote-Stripping Amendment.

Further, by letter to the Fund dated February 3, 2021 (the "Letter"), Saba has objected to the voting standard set forth in the October 5, 2020 Amended By-Laws (as defined below), which purportedly increased the voting threshold required for replacing trustees from a simple plurality vote to the affirmative vote of a majority of all outstanding shares. Saba contends that such a standard is unlawful, and deprives shareholders of their right to elect and replace the trustees in the Fund.

For the avoidance of doubt, nothing herein shall be construed as an admission by Saba that, as a general matter, the October 5, 2020 Amended By-Laws were or are valid, including with regards to the extensive and preclusive director nominee qualifications added therein, and Saba reserves all rights to further contest the legality of the October 5, 2020 Amended By-Laws now and in the future.

The Complaint, the Letter and Saba’s nomination of the Nominees are all aimed at improving JGH for the benefit of all shareholders. Namely, Saba believes that the relief requested under the Complaint, if granted, may help to protect the voting rights of all shareholders and to ensure that all voting stock has equal rights.

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² See footnote 1 above.

According to the Fund’s Proxy Statement and other public information, the Board is currently comprised of ten trustees divided into three classes. The members of each class are elected to serve three-year terms with the term of office of each class ending in successive years, and it is our expectation that there will be three trustees elected by holders of Common Shares at the Annual Meeting.

We are soliciting proxies to elect the Nominees—Thomas H. McGlade and Abul Rahman—to serve as trustees with terms expiring at the 2024 annual meeting of shareholders. The Nominees, if all are elected, would constitute two of ten members, a minority, of the Board.

The Participants intend to vote all of their Common Shares in favor of the Nominees.

Each of the Nominees, if elected, will serve three-year terms until the 2024 annual meeting of shareholders. There is no assurance that any incumbent trustee of the Fund will serve as a trustee if one or more of the Nominees is elected to the Board. You should refer to the Fund’s Proxy Statement for the names, background, qualifications and other information concerning the Fund’s nominees. The ages shown below are as of the date of the filing of this Proxy Statement.

Thomas H. McGlade is currently a business consultant and private investor. He previously served, from 2008 until 2014, as a partner and Head of the U.S. Office at Prologue Capital Inc., a prominent hedge fund. During his time at Prologue Capital, Mr. McGlade oversaw significant aspects of fund business management and also acted as a portfolio manager. Previous to his position at Prologue Capital, Mr. McGlade served as Managing Director of RBS Securities Inc. (f/k/a RBS Greenwich Capital), a broker dealer and major investment bank, from 1993 until 2008, where he was head trader for long duration U.S. Treasury bonds on the primary dealership desk of the liquid products group. During his tenure at RBS Greenwich Capital, Mr. McGlade specialized in relative value and arbitrage opportunities in U.S. Treasuries, futures and derivatives. Prior to that, from 1986 until 1993, Mr. McGlade served as a vice president at companies in the real estate development sector.

Since his time at Prologue, Mr. McGlade has acted as a private investor (2014-2017) and in various other capacities. From 2018 until 2019, he provided consultancy services with respect to sourcing capital for Terrapin Care Station, a consumer-focused cultivator, processor and provider of high-quality medical and retail cannabis products, and between 2017 and 2018, Mr. McGlade worked for Woodstock Products International to develop certain consumer brands utilizing the Woodstock mark.

In addition to executive experience, Mr. McGlade served as a member on the Boards of Directors of Prologue Capital’s legal entities, including Prologue G.P. Ltd., Prologue Capital U.S. General Partner LLC, and Prologue Feeder Fund Ltd. from 2011 to 2014. He currently serves on the board of San Miguel Education Foundation, a non-profit which provides education and cultural resources to Colorado communities. He formerly served as a member of the Board of Directors of New Canaan Country School Board, a non-profit educational institution.

Mr. McGlade earned a BA in Economics from Duke University.

Mr. McGlade’s qualifications to serve as a trustee include his extensive market expertise in fixed income derivatives, leveraged trading, value-at-risk based risk management, securities financing and portfolio valuation and macroeconomics, along with his business management expertise in investor relations and business development, legal and compliance, human resource management, financial risk management and valuation.

Abul Rahman served as a trader at ExodusPoint Capital Management, from 2018 to 2020; and, from 2014 to 2017, at Panning Capital Management. Mr. Rahman also served as the Head of Risk Panning Capital Management at Panning Capital from 2012 to 2014. In addition, Mr. Rahman served as a director at UBS AG from 2007 until 2011, as Vice President at Archeus Capital Management from 2005 until 2006, and as Vice President at Citigroup Corporate & Investment Bank from 1997 until 2005.

Mr. Rahman earned his B.S. in Computer Science from Rutgers University.

Mr. Rahman’s qualification to serve as a trustee include his over 20 years of experience in the financial services industry, his investing experience and the senior positions he’s held at large financial institutions.

None of the Nominees currently hold, nor at any time has held, any position with the Fund. None of the Nominees oversee any portfolios in the Fund’s Fund Complex (as defined in the 1940 Act).

As of the date hereof, the dollar range of the equity securities of the Fund beneficially owned by the Nominees and the aggregate range of equity securities in all funds to be overseen by the Nominees, is as follows:

None of the organizations or corporations referenced above is a parent, subsidiary, or other affiliate of the Fund. Thomas H. McGlade has, within the past several years, been nominated by Saba to serve as a director of additional closed-end funds, and therefore has served as a Saba nominee on multiple occasions. We believe that, if elected, each of the Nominees will be considered an independent director of the Fund under (i) the NYSE American’s Listing Standards (the “Listing Standards”), and (ii) paragraph (a)(1) of Item 407 of Regulation S-K. In addition, we believe that the Nominees are not and will not be “interested persons” of the Fund within the meaning of section 2(a)(19) of the 1940 Act.

Each of the Nominees has entered into a nominee agreement (the “Nominee Agreements”) pursuant to which Saba has agreed to pay the costs of soliciting proxies in connection with the Annual Meeting and to defend and indemnify each Nominee against, and with respect to, any losses that may be incurred by them in connection with their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. Each of the Nominee Agreements provide customary confidentiality obligations and other restrictions on the part of the Nominees, including, for instance, that such Nominees will not transact in securities of the Fund without the prior consent of Saba Capital. The Nominees will not receive any compensation from Saba for their services as trustees of the Fund if elected or for any other reason. If elected, the Nominees will be entitled to such compensation from the Fund as is consistent with the Fund’s practices for services of non-employee trustees.

Each of the Nominees has agreed to being nominated as a Nominee in this Proxy Statement and has confirmed his willingness to serve on the Board if elected. We do not expect that any of the Nominees will be unable to stand for election, but, in the event that a Nominee is unable to or for good cause will not serve, the Common Shares represented by the GOLD proxy card will be voted for a substitute candidate selected by Saba, a right that Saba has reserved in its nomination notice. In the case of any of the foregoing, Saba will give prompt written notice to the Fund if it chooses to nominate any such additional or substitute nominee and Saba will file and deliver supplemental proxy materials, including a revised proxy card, disclosing the information relating to such additional persons that is required to be disclosed in solicitations for proxies for the election of trustees pursuant to Section 14 of the Exchange Act. There can be no assurance that the Fund will not assert that any additional or substitute nominations made pursuant to such a reservation must separately comply with any advance notification requirements provided in the Fund’s by-laws, as amended and restated on October 5, 2020 (the “October 5, 2020 Amended By-Laws”). If Saba determines to add nominees, whether because the Fund expands the size of the Board subsequent to the date of this Proxy Statement or for any other reason, Saba will supplement this Proxy Statement.

Vote Required.

According to the recently adopted October 5, 2020 Amended By-Laws and the Fund's Proxy Statement, with respect to a contested election, the election of each of the Nominees requires the affirmative vote of a majority of the shares outstanding and entitled to vote thereon (meaning that of the Fund's outstanding Common Shares as of the Record Date, a majority of such Common Shares must be voted “for” each of the Nominees in the Proposal for each one to be approved). Abstentions and broker non-votes will have the same effect as votes “against” any Nominee listed in the Proposal. According to the Fund’s Proxy Statement, there will not be any routine matters to be voted on at the Annual Meeting, and therefore we do not anticipate any broker non-votes at the Annual Meeting.

So that shareholders are fully informed, Saba notes that through the Letter, Saba has objected to the voting standard set forth in the October 5, 2020 Amended By-Laws, which purportedly increased the voting threshold required for replacing trustees from a simple plurality vote to the affirmative vote of a majority of all outstanding shares. Saba contends that such a standard is unlawful, and deprives shareholders of their right to elect and replace the trustees in the Fund.

We urge you to sign and return our GOLD proxy card. If you have already voted using the Fund’s white proxy card, you have every right to change your vote by completing and mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. Only the latest validly executed proxy that you submit will be counted; any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can I change my vote or revoke my proxy?” If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.

Who is entitled to vote?

Shareholders of record at the close of business on January 29, 2021, are entitled to be present and to vote at the Annual Meeting or any adjournment of the Annual Meeting. Common Shares of record are entitled to one vote per share.

How do I vote my shares?

Common Shares held in record name. If your Common Shares are registered in your own name, please vote today by signing, dating and returning the enclosed GOLD proxy card in the postage-paid envelope provided. Execution and delivery of a proxy by a record holder of Common Shares will be presumed to be a proxy with respect to all shares held by such record holder unless the proxy specifies otherwise.

Common Shares beneficially owned or held in “street” name. If you hold your Common Shares in “street” name with a broker, bank, dealer, trust company or other nominee, only that nominee can exercise the right to vote with respect to the Common Shares that you beneficially own through such nominee and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to your broker, bank, dealer, trust company or other nominee to vote in favor of the election of the Nominees and the termination of the Advisory Agreement. Please follow the instructions to vote provided on the enclosed GOLD proxy card. If your broker, bank, dealer, trust company or other nominee provides for proxy instructions to be delivered to them by telephone or Internet, instructions will be included on the enclosed GOLD voting instruction form. We urge you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions by emailing them to Saba@investor-com.com or mailing them to Saba Capital Management, L.P., c/o InvestorCom, 19 Old Kings Highway S., Suite 210, Darien, CT 06820, so that we will be aware of all instructions given and can attempt to ensure that such instructions are followed.

Note: Common Shares represented by properly executed GOLD proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, “FOR ALL” of the Nominees listed in the Proposal.

How should I vote on the Proposals?

We recommend that you vote your shares on the GOLD proxy card as follows:

“FOR ALL” two of the Nominees standing for election to the Board named in this Proxy Statement.

What vote is needed to approve the Proposal?

The Proposal – Election of the Nominees. According to the October 5, 2020 Amended By-Laws and the Fund's Proxy Statement, with respect to a contested election, the election of each of the Nominees requires the affirmative vote of a majority of the shares outstanding and entitled to vote thereon (meaning that of the Fund's outstanding Common Shares as of the Record Date, a majority of such Common Shares must be voted “for” each of the Nominees in the Proposal for each one to be approved). Abstentions and broker non-votes will have the same effect as votes “against” any Nominee listed in the Proposal. According to the Fund’s Proxy Statement, there will not be any routine matters to be voted on at the Annual Meeting, and therefore we do not anticipate any broker non-votes at the Annual Meeting. So that shareholders are fully informed, Saba notes that through the Letter, Saba has objected to the voting standard set forth in the October 5, 2020 Amended By-Laws, which purportedly increased the voting threshold required for replacing trustees from a simple plurality vote to the affirmative vote of a majority of all outstanding shares. Saba contends that such a standard is unlawful, and deprives shareholders of their right to elect and replace the trustees in the Fund.

THE ONLY WAY TO SUPPORT ALL OF THE NOMINEES FOR ELECTION AT THE ANNUAL MEETING IS TO SUBMIT YOUR VOTING INSTRUCTIONS “FOR ALL” THE NOMINEES ON THE GOLD PROXY CARD. PLEASE DO NOT SIGN OR RETURN A WHITE PROXY CARD FROM THE FUND, EVEN IF YOU INSTRUCT TO “WITHHOLD” ON THEIR TRUSTEE NOMINEES. DOING SO WILL REVOKE ANY PREVIOUS VOTING INSTRUCTIONS YOU PROVIDED ON THE GOLD PROXY CARD.

Broker non-votes, if any, will be treated as votes present at the Annual Meeting, but will not be treated as votes cast. Accordingly, broker non-votes will have the same effect as votes “against” the Proposal.

Can I change my vote or revoke my proxy?

If you are the shareholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the Annual Meeting. Proxies may be revoked by any of the following actions:

If your shares are held in a brokerage account by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee. If you attend the Annual Meeting and you beneficially own Common Shares but are not the record owner, your mere attendance at the Annual Meeting WILL NOT be sufficient to revoke any previously submitted proxy card. You must have written authority from the record owner to vote your shares held in its name at the meeting in the form of a “legal proxy” issued in your name from the bank, broker or other nominee that holds your shares. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.