SEC Form 497AD filed by Nuveen Real Asset Income and Growth Fund

OFFERING HIGHLIGHTS

Nuveen Real Asset Income and Growth Fund (JRI)

Transferable Rights Offering

A Time-Limited Opportunity for Common Shareholders

OFFERING TERMS 

Information on how shareholders may exercise or sell their rights is provided on the last page of this brochure.

For more information on the Fund please visit nuveen.com/JRI

PLEASE READ THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PROSPECTUS FOR MORE INFORMATION 

These “Offering Highlights” are qualified in their entirety by reference to the information included in the accompanying prospectus supplement and prospectus. Investors should consider the Fund’s investment objective, risks, and charges and expenses before investing. The accompanying prospectus supplement and prospectus contains this and other information about the Fund, including risk factors that should be carefully considered before participating in the Offer. Although the prospectus supplement and prospectus accompany these “Offering Highlights,” you can also request a prospectus supplement and prospectus, at no charge, by calling the Information Agent at 1-866-946-4206.

OFFERING HIGHLIGHTS

Why should I exercise my rights?

The Advisor believes there are significant total return opportunities in adding equity exposure to the Fund with a focus on the U.S. Real Estate and North American Energy & Infrastructure sectors, as highlighted below:

The Advisor has experience managing portfolios that deliver high levels of current income, capital appreciation, and lower overall portfolio volatility across different market cycles by investing globally in listed real asset securities across the capital structure.

The Advisor has identified opportunities to add exposure to U.S real estate equity, which it believes is attractively valued and offers potential for capital appreciation.

Cumulative returns of U.S. core real estate funds (NFI-ODCE)²

¹ AUM as of 30 Sep 2025. 

² Source: NFI-ODCE (NCREIF Fund Index – Open-End Diversified Core Equity; Nuveen Real Estate Research (25Q3). Notes: This chart shows cumulative positive total returns until each cycle ended, identified by at least two quarters of negative total returns (ex: the single-quarter of negative total return in Q2 2020 did not indicate the end of the cycle). Similarly, cumulative value-losses identify periods of sustained negative capital returns until values increased for at least two consecutive quarters. The most recent quarter of data (Q424) was the first quarter of positive capital returns this cycle (following 9 quarters of value losses) and the second quarter of positive total returns. Total returns are comprised of capital returns (change in values) and income returns (i.e. rent and other income as a percent of asset value). Because income returns are generally positive and stable, total returns can be positive even in periods when values are moderately negative (ex: 1994-1995; “Tech-wreck” of 2001-2022; Q3 2024). An earlier version of this chart utilized NPI-ODCE, unlevered property-level returns. The above version utilizes NFI-ODCE, a fund-level capitalization weighted return index which includes property investments at effective ownership share, cash balances, leverage, and other fund level impacts.

OFFERING HIGHLIGHTS

The Advisor has identified opportunities to add exposure to North American energy infrastructure equity and utilities equity, which it believes are attractively valued and offer potential for capital appreciation. 

EEI Industry Capital Expenditures 2015-2029³ 

U.S. Investor-Owned Electric Utilities 

$ Billions

³ Source: Edison Electric Institute (EEI) Financial Analysis Department, EEI member company reports (updated Sep 2025). EEI is the association that represents all U.S. investor-owned electric companies. Chart represents total capital expenditures of U.S. Investor-Owned Electric Utilities, consolidated at the parent or appropriate holding company level. 

⁴ Distributions are currently estimated to include the following amounts from sources other than net investment income: 0% capital gains and 55% return of capital. If a distribution is estimated to include anything other than net investment income, the Fund provides a Section 19(a) notice of the best estimate of its distribution sources at that time which may be viewed at nuveen.com/CEFdistributions. These estimates may not match the final tax characterization (for the full year's distributions) contained in shareholders' 1099-DIV forms after the end of the year. You should not draw any conclusions about a fund's past or future investment performance from its current distribution rate. Distribution Rate on market price is calculated by annualizing the most recent declared regular distribution and dividing by the Fund's market price. Special distributions, including special capital gains distributions, are not included in the calculation.

OFFERING HIGHLIGHTS

How can I exercise my rights?

To exercise your rights, contact your broker or financial advisor who can forward your instructions on your behalf. If you do not have a broker or financial advisor, you should complete the subscription certificate and deliver it to the subscription agent, together with your payment, at one of the locations indicated on the subscription certificate or in the accompanying prospectus supplement and prospectus. For more information, contact the Fund’s Information Agent, Georgeson, at 1-866-946-4206. Record date shareholders that decide not to exercise their rights may be able to sell their rights as discussed below under “May I sell my rights?”

May I sell my rights?

The rights will be admitted for trading on the NYSE under the symbol “JRI RT.” Contact your broker or financial advisor who can arrange for the sale of rights on your behalf. Sellers of rights through a broker or financial advisor may incur traditional commissions payable by the seller. The rights are expected to trade on the NYSE through March 6, 2026. If you do not have a broker or financial advisor indicate your instructions on the subscription certificate and deliver it to the subscription agent five business days prior to the expiration date of the Offer, unless extended. The Fund cannot assure record date shareholders that a market for the rights will develop or be maintained, or that any minimum sale price can be obtained for the rights.

PLEASE READ THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PROSPECTUS FOR MORE INFORMATION

The common shares may decline in value or even lose all of their value. The accompanying prospectus supplement and prospectus should be read carefully before investing.

CERTAIN RISKS. Investing in the Fund involves risks, including the risk that investors may receive little or no return on their investment or may lose part or all of their investment. Below is a summary of certain principal risks of investing in the Fund. For a more complete discussion of the risks of investing in the Fund, see “Special Characteristics and Risks of the Rights Offering“ in the prospectus supplement and “Risk Factors” in the prospectus. Investors should consider carefully the following principal risks before investing in the Fund. An investment in the Fund is subject to investment and market risk, including the possible loss of an investor’s entire investment. Before making an investment decision, a prospective investor should (i) consider the suitability of this investment with respect to his or her investment objectives and personal situation and (ii) consider factors such as his or her personal net worth, income, age, risk tolerance and liquidity needs.

TAXATION. The Fund has elected to be treated and has qualified and intends to continue to qualify annually to be treated for U.S. federal income tax purposes, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly, the Fund generally will not pay corporate level federal income taxes on any net ordinary income or capital gains that it currently distributes to its common shareholders. To qualify and maintain its qualification as a RIC for U.S. federal income tax purposes, the Fund must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of its net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. See “Taxation” and “Tax Matters” in the accompanying prospectus supplement and prospectus, respectively.

DILUTION. Record date shareholders who do not fully exercise their rights will, at the completion of the Offer, own a smaller proportional interest in the Fund than owned prior to the Offer. The completion of the Offer will result in immediate voting dilution for such common shareholders. In addition, if the Subscription Price is less than the net asset value per common share as of the expiration date, the completion of this Offer will result in an immediate dilution of the net asset value per common share for all existing common shareholders (i.e., will cause the net asset value per common share of the Fund to decrease). It is anticipated that existing common shareholders will experience immediate dilution even if they fully exercise their rights. Such dilution is not currently determinable because it is not known how many common shares will be subscribed for, what the net asset value per common share or market price of the Fund’s common shares will be on the expiration date or what the Subscription Price per common share will be. Nuveen Fund Advisors, LLC (“Nuveen Fund Advisors”), and not the Fund or its common shareholders, will bear all expenses incurred in connection with the rights offering. Offering expenses borne by Nuveen Fund Advisors are estimated to be approximately $400,000 in the aggregate. Nuveen Fund Advisors’ commitment to bear all costs of the rights offering will reduce the effects of any dilution as a result of the rights offering. See “Summary of Fund Expenses” in the accompanying prospectus supplement and prospectus for more information.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained herein constitute forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause the Fund’s actual results or level of performance to be materially different from any future results or level of performance expressed or implied by such forward looking statements. Such factors include, among others, those listed under “Special Characteristics and Risks of the Rights Offering” in the prospectus supplement and “Risk Factors” in the prospectus. As a result of these and other factors, the Fund cannot give you any assurances as to its future results or level of performance, and neither the Fund nor any other person assumes responsibility for the accuracy and completeness of such statements. The Fund undertakes no obligation to publicly update or revise any forward-looking statements made herein. 

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