February 16, 2024

Kevin T. Hardy
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606-1720

Re: Nuveen Real Asset Income and Growth Fund, Nuveen Multi-Asset Income Fund, and Nuveen           Core Plus Impact Fund

Omission of Shareholder Proposal Submitted by Saba Capital Management, L.P., on behalf of Saba Capital Master Fund, Ltd., Pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as amended

Dear Mr. Hardy:

In a letter dated December 15, 2023, on behalf of Nuveen Real Asset Income and Growth Fund, Nuveen Multi-Asset Income Fund, and Nuveen Core Plus Impact Fund (the “Funds”), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Saba Capital Management, L.P. (“Saba Capital”), on behalf of Saba Capital Master Fund, Ltd. (the “Proponent”), is excluded from the proxy materials for the Funds’ 2024 Annual Meeting (the “Proxy Materials”). We have received supplemental correspondence from you dated January 23, 2024. We also have received correspondence from Eleazer Klein of Schulte Roth & Zabel LLP dated January 8, 2024, and correspondence from Michael D’Angelo on February 8, 2024, on behalf of Saba Capital. The Proposal provides:

RESOLVED, that the shareholders of [the Funds] request that the Board of Directors of the Funds (the “Board”) take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.

The Funds argue that the Proposal may be excluded from the Proxy Materials, as permitted by Rule 14a-8(b)(1) under the Securities Exchange Act of 1934, as amended, because the Proponent does not hold securities entitled to be voted on the Proposal. You represent that the Proponent holds securities that are entitled to vote only on certain matters, which do not include the subject of the Proposal. Rule 14a-8(b)(1) requires that in order to be eligible to have a proposal included in a company’s proxy materials, a shareholder must hold “securities entitled to vote on the proposal.”

Based on the information you provided, there appears to be a basis for your view that the Proposal may be excluded in reliance on Rule 14a-8(b)(1). Accordingly, we will not recommend action to the Commission if the Funds exclude the Proposal from their Proxy Materials in reliance on Rule 14a-8(b)(1). In reaching this position, we have not found it necessary to address the alternative bases for omission of the Proposal upon which the Funds rely.

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please feel free to contact me at (202) 551-5166.

Attachment
cc:  Michael D’Angelo (via email)
       Yael R. Tzipori (via email)
       Dalia Blass (via email)
       J. Carrington Kyle (via email)
       Eleazer Klein (via email)