DEFC14A: Saba Capital Seeks to Shake Up Nuveen Core Plus Impact Fund Board Amidst Persistent Discount to NAV

Saba Capital is soliciting proxies to elect its nominee, Jason Chen, to the Nuveen Core Plus Impact Fund's board, aiming to address the fund's significant discount to net asset value (NAV).

Summary

• Saba Capital Management is seeking shareholder support to elect Jason Chen to the board of trustees of Nuveen Core Plus Impact Fund at the upcoming 2024 annual meeting.
• Saba believes the fund's board needs fresh perspectives to address the persistent discount to NAV, which was -13.15% as of February 28, 2024.
• The proxy statement outlines two proposals: the election of Jason Chen as trustee until the 2027 annual meeting and the ratification of PricewaterhouseCoopers LLP as the fund's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• Saba urges shareholders to vote FOR its nominee and FOR the ratification of the auditor, emphasizing that the latest validly executed proxy card will be counted.
• As of the record date, January 19, 2024, Saba may be deemed to beneficially own 2,979,163 common shares, representing 10.36% of the outstanding common shares.
• The annual meeting is scheduled for May 15, 2024, at Nuveen Investments' offices in Chicago.
• Saba has retained InvestorCom to provide solicitation and advisory services in connection with this solicitation, and estimates the costs of the proxy solicitation to be approximately $80,000.

Sentiment

Score: 6

Explanation: The document presents a mixed sentiment. While Saba Capital expresses confidence in its nominee and the potential to improve the fund's performance, the underlying issue of the discount to NAV and the need for a proxy fight suggest challenges and uncertainty.

Positives

• Saba Capital's involvement could lead to changes that address the fund's discount to NAV, potentially benefiting all shareholders.
• The nomination of an independent trustee could bring fresh perspectives and improve the fund's performance.
• Saba is bearing the costs of the proxy solicitation, not the fund or its shareholders.

Negatives

• The proxy contest introduces uncertainty and potential disruption to the fund's management.
• There is no guarantee that Saba's nominee will be successful in closing the discount to NAV.
• The fund's board may resist Saba's efforts, leading to a protracted and costly battle.

Risks

• The election of Saba's nominee is not guaranteed, and the fund's board may remain unchanged.
• Even if elected, the nominee's ability to influence the board and close the discount to NAV is uncertain.
• The proxy contest could distract management from focusing on the fund's investment strategy and performance.
• Changes to the board could lead to instability and negatively impact the fund's operations.

Future Outlook

Saba Capital aims to improve the fund's performance and close the discount to NAV by electing its nominee to the board.

Management Comments

• Saba believes that the Fund's board needs fresh ideas and perspectives to address the Fund's persistent trading discount.
• Saba is convinced that NOW is the time to take action to close the Funds discount and urges shareholders to elect the Nominee, who Saba believes, if elected, would serve the best interests of all shareholders.

Industry Context

Activist investors like Saba Capital often target closed-end funds trading at significant discounts to NAV, seeking to unlock value through various strategies such as board representation, fund restructuring, or liquidation. This proxy fight is part of a broader trend of increased shareholder activism in the investment management industry.

Comparison to Industry Standards

• Closed-end funds typically trade at a discount or premium to their NAV, reflecting investor sentiment and market conditions.
• A discount of -13.15% is significant and may indicate underlying issues with the fund's management or investment strategy.
• Activist investors often compare a fund's discount to NAV with those of its peers to identify potential targets for intervention.
• Other activist investors such as Bulldog Investors and Karpus Management have engaged in similar proxy fights to influence the direction of closed-end funds.
• Comparable companies in the closed-end fund space include BlackRock, Eaton Vance, and Franklin Templeton, which manage a variety of funds with different investment objectives and discount/premium profiles.

Stakeholder Impact

• Shareholders could benefit from a reduction in the discount to NAV if Saba's efforts are successful.
• The fund's management and employees may face uncertainty and potential changes in strategy.
• The outcome of the proxy fight could influence the fund's relationships with its service providers and other stakeholders.

Next Steps

• Shareholders need to vote on the GOLD proxy card to elect Jason Chen to the board.
• The outcome of the vote will determine the composition of the board and the future direction of the fund.
• The fund will hold its annual meeting on May 15, 2024, to vote on the proposals.

Key Dates

Keywords

proxy solicitation, Saba Capital, Nuveen Core Plus Impact Fund, Jason Chen, discount to NAV, board of trustees, annual meeting, shareholder vote, investment management, closed-end fund