Sec Form 13D Filing - Saba Capital Management L.P. filing for Nuveen Real Asset Income & Growth Fund (JRI) - 2023-12-05

Item 1.

SECURITY AND ISSUER

This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the SEC on 8/14/23, as amended by Amendment No.1 filed 9/29/23 and Amendment No.2 filed 11/10/23; with respect to the common shares of Nuveen Real Asset Income & Growth Fund. This Amendment No. 3 amends Items 3, 4, 5 and 7, as set forth below.

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $27,153,047 was paid to acquire the Common Shares reported herein.

PURPOSE OF TRANSACTION

On December 1, 2023, Saba Capital, on behalf of Saba Capital Master Fund, Ltd., sent a letter to the Issuer containing a shareholder proposal under Rule 14a-8, for presentation to the Issuer’s shareholders at the Issuer’s 2024 annual meeting of shareholders, asking the Board to take all necessary steps in its power to declassify the Board (such letter, the “Declassification Proposal Letter”).

The foregoing summary of the Declassification Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Declassification Proposal Letter, a copy of which is attached as Exhibit 2 and is incorporated by reference herein.

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

(a)

See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons.  The percentages used herein are calculated based upon 27,416,679 shares of common stock outstanding as of 6/30/23, as disclosed in the company's N-CSRS filed 9/6/23

(b)

See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c)

The transactions in the Common Shares effected since the Schedule 13D/A filing on 11/10/23 by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

(d)

The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.

(e)

Not applicable.

SABA CAPITAL MANAGEMENT, L.P. 

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Chief Compliance Officer

SABA CAPITAL MANAGEMENT GP, LLC 

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Authorized Signatory

BOAZ R. WEINSTEIN 

By:  /s/ Michael D'Angelo

Name: Michael D'Angelo

Title: Attorney-in-fact*

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823