DEFC14A: Nuveen Core Plus Impact Fund Faces Proxy Contest from Saba Capital at Upcoming Annual Meeting

Nuveen Core Plus Impact Fund is holding its annual shareholder meeting on May 15, 2024, amidst a proxy contest initiated by Saba Capital Management, L.P., regarding the election of trustees.

Summary

• Nuveen Core Plus Impact Fund will hold its Annual Meeting of Shareholders on May 15, 2024, in Chicago.
• Shareholders will vote on the election of three Class III Trustees and two Trustees elected by preferred shareholders only.
• They will also vote to ratify the selection of PricewaterhouseCoopers LLP (PwC) 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 Class III Trustee, but the Board of Trustees does not endorse this nominee.
• The Board recommends shareholders vote FOR its nominees using the WHITE proxy card and AGAINST the Saba nominee.
• As of January 19, 2024, there were 28,755,000 common shares and 70,000 preferred shares outstanding.
• The Fund estimates that the total expenditures relating to the Funds proxy solicitation will be approximately $252,000.
• The Fund has retained Georgeson, LLC as its proxy solicitor and estimates the fees payable to Georgeson, LLC by the Fund will be approximately $120,000.

Sentiment

Score: 6

Explanation: The document is primarily informational and procedural, with a neutral tone. The proxy contest introduces a slightly negative element, 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 board structure, which enhances governance and oversight.
• The Board has established several committees to focus on particular 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 who are also independent as that term is defined in the listing standards of the NYSE pertaining to closed-end funds.

Negatives

• The Fund is facing a proxy contest from Saba Capital Management, which can be disruptive and costly.
• The Board does not endorse the Hedge Fund Nominee proposed by Saba Capital Master Fund, Ltd.
• Returning a proxy card received from Saba will disenfranchise shareholders as to their ability to elect a full slate of trustees.
• The Fund estimates that the total expenditures relating to the Funds proxy solicitation will be approximately $252,000.

Risks

• The proxy contest initiated by Saba Capital Management could lead to changes in the Board's composition and potentially alter the Fund's strategies.
• Failure to elect the Board's nominees could result in a Board that is not aligned with the Fund's long-term interests.
• The Fund is not responsible for the accuracy of any information provided by or relating to the Saba Hedge Fund, Saba or the Hedge Fund Nominee contained in solicitation material filed or disseminated by or on behalf of Saba, or any other statements that Saba may make.
• The Fund is not using a universal proxy card in connection with voting at the Meeting.

Future Outlook

The document outlines the matters to be voted on at the Annual Meeting and encourages shareholders to participate in the voting process.

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 you vote on the enclosed WHITE proxy card as follows: 1(a): FOR the election of the Boards nominees for election as Class III Trustees; 1(b): FOR the election of the Boards nominees for election as Trustees elected by the holders of Preferred Shares only (if you are a holder of preferred shares); and 2: FOR the ratification of the selection of the Funds independent registered public accounting firm.

Industry Context

Proxy contests are becoming increasingly common in the investment management industry, as activist investors seek to influence fund governance and strategy. This proxy contest reflects a broader trend of increased shareholder activism in the closed-end fund space.

Comparison to Industry Standards

• The Fund's Board structure and committee system are consistent with industry best practices for closed-end funds.
• The level of detail provided in the proxy statement regarding the qualifications of the Trustees and the Board's decision-making process is comparable to that of other well-governed funds.
• The estimated cost of the proxy solicitation is within the typical range for contested elections of this nature.

Corporate Governance

Stakeholder Impact

• Shareholders are directly impacted by the outcome of the proxy vote, as it will determine the composition of the Board of Trustees.
• The proxy contest may result in additional expenses for the Fund, which could indirectly impact shareholder returns.
• The Board's decisions regarding the Fund's investment strategy and governance will ultimately affect the value of shareholder investments.

Next Steps

• Shareholders should review the proxy statement and vote on the proposals.
• The Fund will hold its Annual Meeting on May 15, 2024.
• The Board will continue to oversee the Fund's operations and management.

Key Dates

Keywords

proxy contest, annual meeting, trustees, Saba Capital, Nuveen Core Plus Impact Fund, shareholders, proxy statement, board of trustees, election, fund governance