0001062993-23-021877.txt : 20231205 0001062993-23-021877.hdr.sgml : 20231205 20231205140546 ACCESSION NUMBER: 0001062993-23-021877 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20231205 DATE AS OF CHANGE: 20231205 GROUP MEMBERS: BOAZ R. WEINSTEIN GROUP MEMBERS: SABA CAPITAL MANAGEMENT GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nuveen Multi-Asset Income Fund CENTRAL INDEX KEY: 0001861115 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93773 FILM NUMBER: 231466070 BUSINESS ADDRESS: STREET 1: 333 W. WACKER DR. CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-917-8146 MAIL ADDRESS: STREET 1: 333 W. WACKER DR. CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saba Capital Management, L.P. CENTRAL INDEX KEY: 0001510281 IRS NUMBER: 800361690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-542-4635 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 SC 13D/A 1 formsc13da.htm FORM SC 13D/A Saba Capital Management, L.P.: Form SC 13D/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

Nuveen Multi-Asset Income Fund

(Name of Issuer)

 

Common Shares, $0.01 par value

(Title of Class of Securities)

 

670750108

(CUSIP Number)

 

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, NY 10174

Attention: Michael D'Angelo

(212) 542-4635
(Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

 

December 1, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [  ]

(Page 1 of 8 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.  670750108 SCHEDULE 13D/A Page 2 of 8 Pages

1
NAME OF REPORTING PERSON
Saba Capital Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
4,720,658
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
4,720,658
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,720,658
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.12%
14
TYPE OF REPORTING PERSON
PN; IA

The percentages used herein are calculated based upon 33,425,645 shares of common stock outstanding as of 6/30/23, as disclosed in the company's N-CSRS filed 9/6/23


CUSIP No.  670750108 SCHEDULE 13D/A Page 3 of 8 Pages

1
NAME OF REPORTING PERSON
Boaz R. Weinstein
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
4,720,658
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
4,720,658
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,720,658
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.12%
14
TYPE OF REPORTING PERSON
IN

The percentages used herein are calculated based upon 33,425,645 shares of common stock outstanding as of 6/30/23, as disclosed in the company's N-CSRS filed 9/6/23


CUSIP No.  670750108 SCHEDULE 13D/A Page 4 of 8 Pages

1
NAME OF REPORTING PERSON
Saba Capital Management GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
  (b) ☐
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
4,720,658
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
4,720,658
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,720,658
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.12%
14
TYPE OF REPORTING PERSON
OO

The percentages used herein are calculated based upon 33,425,645 shares of common stock outstanding as of 6/30/23, as disclosed in the company's N-CSRS filed 9/6/23


CUSIP No.  670750108 SCHEDULE 13D/A Page 5 of 8 Pages

Item 1. SECURITY AND ISSUER
   
  This Amendment No. 8 amends and supplements the statement on Schedule 13D filed with the SEC on 10/3/22, as amended by Amendment No. 1 filed 10/24/22, Amendment No. 2 filed 12/7/22, Amendment No. 3 filed 5/12/23, Amendment No. 4 filed 7/18/23, Amendment No.5 filed 8/29/23, Amendment No. 6 filed 9/27/23, and Amendment No. 7 filed 11/10/23; with respect to the common shares of Nuveen Multi-Asset Income Fund.  This Amendment No. 8 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 $61,151,927 was paid to acquire the Common Shares reported herein.
   
Item 4.

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 33,425,645 shares of common stock outstanding as of 6/30/23, as disclosed in the company's N-CSRS filed 9/6/23


CUSIP No.  670750108 SCHEDULE 13D/A Page 6 of 8 Pages

(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.
   
Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Exhibit 2: Declassification Proposal Letter.


CUSIP No.  670750108 SCHEDULE 13D/A Page 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  December 5, 2023

  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
 


CUSIP No.  670750108 SCHEDULE 13D/A Page 8 of 8 Pages

Schedule A

This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital since the filing of the Schedule 13D/A on 11/10/23. All transactions were effectuated in the open market through a broker.

Trade Date Buy/Sell Shares Price
11/10/2023 Buy 16,206 11.20
11/15/2023 Buy 20,570 11.46
11/16/2023 Buy 57,255 11.49
11/17/2023 Buy 57 11.48
11/20/2023 Buy 500 11.52
11/21/2023 Buy 33,378 11.58
11/22/2023 Buy 5,216 11.59
11/24/2023 Buy 600 11.52
11/27/2023 Buy 13,150 11.53
11/29/2023 Buy 7,607 11.68
11/30/2023 Buy 1,651 11.65
12/1/2023 Buy 2,929 11.73


EX-2 2 exhibit2.htm EXHIBIT 2 Saba Capital Management, L.P.: Exhibit 2 - Filed by newsfilecorp.com

EXHIBIT 2

DECLASSIFICATION PROPOSAL LETTER

December 1, 2023

Via Electronic Mail and Courier

Mark L. Winget, Vice President and Secretary

c/o Nuveen Multi-Asset Income Fund

333 West Wacker Drive

Chicago, IL 60606

Re: Nuveen Multi-Asset Income Fund (the "Fund")

Dear Mr. Winget,

Saba Capital Management, L.P. (the "Proponent", "Saba" or "we") is the investment adviser to Saba Capital Master Fund, Ltd., the owner of 4,717,729 common shares, par value $0.01 per share of the Fund (the "Common Shares"), which has held continuously for more than one year shares representing a market value of $25,000 or more prior to and including the date hereof.

In accordance with Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the Proponent submits the following proposal for presentation to the Fund's stockholders at the Fund's 2024 annual meeting of stockholders, including any postponement or adjournment or special meeting held in lieu thereof (the "Meeting").

The Proponent's proposal pursuant to Rule 14a-8 of the Exchange Act (the "Proposal") is as follows:

PROPOSAL

RESOLVED, that the shareholders of Nuveen Multi-Asset Income Fund (the "Fund") request that the Board of Directors of the Fund (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.

SUPPORTING STATEMENT

Saba believes the annual election of all of a company's directors empowers shareholders to hold board members accountable for their decisions pertaining to capital allocation, corporate governance and strategy-all of which impact shareholder returns. We contend this level of accountability keeps a board focused on shareholders' interests and sustained value creation.  The independent proxy advisory firms and many, if not the overwhelming majority of, large shareholders share this view. Companies that care about good governance and the investment community's feedback have taken note in recent years, with ~90% of the S&P 500 and ~73% of the S&P 1,500 now holding annual elections for all of their board members.1


1 Additionally, ~60% of the companies in the Russell 3,000 elect all their board members annually. See Matteo Tonello et al., Corporate Board Practices in the Russell 3000, S&P 500 and S&P Mid-Cap 400 (Nov. 2022) and Ernst & Young, EY Center for Board Matters: Corporate Governance by the Numbers (Mar. 2022).


On the other hand, there is a direct connection between bad governance and poor shareholder returns. Empirical studies have found a statistically significant correlation between the presence of a classified board structure and a decline in valuation. 2

It is notable that Nuveen LLC's parent, the Teachers Insurance and Annuity Association of America ("TIAA"), shares our view on the value of annually electing all directors. TIAA's Policy Statement on Responsible Investing states that "a publicly traded operating company's charter or bylaws should dictate that directors be elected annually by a majority of votes cast".3 We see no reason why this should not also apply to the Fund.

TIAA also maintains that "as providers of capital, shareholders are entitled to certain basic rights that should govern the conduct of every company to ensure accountability of the board".4 We agree, and we believe there is no better way to "ensure accountability of the Board" than through the annual election of all directors.

To help address the Fund's anti-shareholder governance and increase boardroom accountability following a period of, in our view, extremely disappointing financial performance, Saba urges you to vote FOR this proposal.5

END OF PROPOSAL

Saba hereby represents that Saba has continuously and beneficially owned Common Shares with a market value of not less than $25,000 for at least one year prior to the date of the submission of Proposal, and intends to continue to hold the requisite number of Common Shares through the date of the Meeting. A letter from Saba's broker confirming the above ownership is attached as Exhibit A hereto.

In accordance with Rule 14a-8(b)(1)(iii) of the Exchange Act, the Proponent represents that its representatives are able to meet with the Fund via teleconference no less than 10 calendar days, nor more than 30 calendar days, after submission of the Proposal. The Proponent will assume that the regular business hours of the Fund's principal executive offices, which are located in Illinois, are between 9:00 a.m. and 5:30 p.m. CST, unless otherwise notified by the Fund. To that end, certain representatives of the Proponent are available to discuss the Proposal during the following business days and at the following times by teleconference:


2 See generally Lucian A. Bebchuk and Alma Cohen, The Costs Of Entrenched Boards (2005), Journal of Financial Economics, v78, 409-433 and Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang, Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment (2010), available at http://ssrn.com/abstract=1706806.

3 TIAA, TIAA Policy Statement on Responsible Investing, 9 (Feb. 2021).

4 Id.

5 As of November 30, 2023, the Fund's discount to Net Asset Value was ~ 14%. 


  • December 11, 2023 between 11:00 a.m. and 12:30 p.m. EST (Monday)
  • December 13, 2023 between 1:00 p.m. and 3:00 p.m. EST (Wednesday)
  • December 14, 2023 between 11:00 a.m. and 1:00 p.m. EST (Thursday)

The Proponent's contact information is as follows:

c/o Saba Capital Management, L.P.

405 Lexington Avenue, 58th Floor

New York, New York 10174

Attn: Michael D'Angelo

Email:

In addition, Saba would appreciate that copies of all written notices and other written or electronic communications (which shall not constitute notice) be sent to:

Schulte Roth & Zabel LLP

919 Third Avenue, Suite 2300

New York, New York 10022

Attn: Eleazer Klein

Email: Eleazer.Klein@srz.com

Please notify us as soon as possible if you would like any further information or if you believe this notice is deficient in any way or if additional information is required so that the Proponent may promptly provide it to you in order to cure any deficiency.

Thank you for your time and consideration.



  Sincerely,
   
  By: Saba Capital Management, L.P.

/s/ Michael D'Angelo

    Name: Michael D'Angelo
Title: Chief Operating Officer and General
Counsel

cc: The Board of Directors of the Fund


EXHIBIT A

Proof of Ownership

[See attached]