DEFC14A: Nuveen Real Asset Income and Growth Fund Faces Proxy Contest from Saba Capital

Nuveen Real Asset Income and Growth Fund is holding its Annual Meeting on May 15, 2024, amidst a proxy contest initiated by Saba Capital, urging shareholders to vote using the WHITE proxy card endorsed by the Board.

Summary

• Nuveen Real Asset Income and Growth Fund (JRI) will hold its Annual Meeting of Shareholders on May 15, 2024, in Chicago.
• The meeting includes the election of four Class III Trustees and the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• Saba Capital Master Fund, Ltd. has nominated an individual to serve as a Trustee, but the Board does not endorse this nominee.
• Shareholders of record as of January 19, 2024, are entitled to vote.
• The Board recommends voting FOR its nominees and FOR the ratification of KPMG, using the enclosed WHITE proxy card.
• The Board urges shareholders not to sign or return any proxy card sent by Saba Capital.
• The Fund is not using a universal proxy card, so shareholders must use a GOLD proxy card sent by Saba to vote for the Hedge Fund Nominee.
• The Fund estimates that the total expenditures relating to the Funds proxy solicitation will be approximately $452,000.
• Shareholder proposals for the 2025 annual meeting must be received by November 15, 2024.
• The Fund's Proxy Statement is available at www.proxy-direct.com.

Sentiment

Score: 5

Explanation: The document is primarily informational, outlining the details of the upcoming annual meeting and the proxy contest. The tone is neutral, with the Board advocating for its nominees and recommendations. The proxy contest introduces a level of uncertainty, but the overall sentiment is balanced.

Positives

• The Board is actively engaged in overseeing the Fund's operations and management.
• The Board has a unitary structure, which enhances governance and oversight.
• The Board has established several committees to focus on specific operations and issues, including risk oversight.
• The Board has Co-Chairs who are Independent Trustees, enhancing the independence of the Board.
• The Audit Committee is composed of Independent Trustees and operates under a written charter.
• The Nominating and Governance Committee seeks qualified candidates for election or appointment to the Board.
• The Fund provides shareholders with access to shareholder reports on its website.

Negatives

• The proxy contest initiated by Saba Capital introduces uncertainty and requires additional expenses for proxy solicitation, estimated at $452,000.
• The Board does not endorse the Hedge Fund Nominee proposed by Saba Capital, indicating a potential conflict in strategic direction.
• Returning a proxy card received from Saba will disenfranchise shareholders as to their ability to elect a full slate of trustees.
• The Fund is not using a universal proxy card, which may limit shareholders' ability to vote for their preferred candidates.

Risks

• The proxy contest could lead to changes in the Board's composition and potentially alter the Fund's strategies.
• Failure to achieve a quorum at the Annual Meeting will necessitate adjournment and additional expenses.
• The Fund is subject to regulatory and compliance risks, which are overseen by the Compliance, Risk Management and Regulatory Oversight Committee.
• The Fund faces investment risks, which are overseen by the Investment Committee.
• The Fund is exposed to risks related to product structure elements, such as leverage.

Future Outlook

The document outlines the upcoming Annual Meeting and the matters to be voted on, including the election of trustees and ratification of the independent accounting firm. The outcome of the proxy contest initiated by Saba Capital will likely influence the future direction of the Fund.

Management Comments

• The Board urges you to review the proposals in the accompanying proxy statement and vote as recommended by the Board using the enclosed WHITE proxy card.
• The Board does NOT endorse the Hedge Fund Nominee.
• The Board urges you NOT to sign or return any proxy card sent to you by Saba.
• The Board unanimously recommends that shareholders vote FOR the Board Nominees listed in this Proxy Statement and on the enclosed WHITE proxy card.

Industry Context

The proxy contest reflects a broader trend of activist investors seeking to influence the governance and strategy of closed-end funds. Saba Capital's involvement indicates a focus on potentially unlocking value or driving changes within the fund's structure or investment approach.

Comparison to Industry Standards

• Proxy contests are not uncommon in the closed-end fund industry, as activist investors often target funds trading at a discount to net asset value.
• The unitary board structure is a common governance model for investment company complexes, aiming to enhance efficiency and oversight.
• The level of compensation for independent board members is generally in line with industry standards for similar funds.
• The Fund's approach to risk oversight and compliance is consistent with regulatory requirements and industry best practices.

Corporate Governance

Stakeholder Impact

• Shareholders are directly impacted by the proxy contest and the outcome of the vote on trustees.
• The Fund's performance and governance affect shareholders' investment returns.
• The selection of the independent registered public accounting firm impacts the reliability of the Fund's financial statements.
• The Fund's employees and service providers are indirectly affected by the Fund's governance and strategic direction.

Next Steps

• Shareholders should review the proxy statement and vote using the WHITE proxy card.
• The Fund will hold its Annual Meeting on May 15, 2024.
• The Board will continue to oversee the Fund's operations and management.
• The Audit Committee will continue to monitor the Fund's financial reporting and internal controls.
• The Nominating and Governance Committee will continue to evaluate the Board and committee structures.

Key Dates

Keywords

proxy contest, annual meeting, trustees, Saba Capital, Nuveen, shareholders, proxy solicitation, KPMG, governance, investment fund