January 29, 2021
Via Email
David P. Glatz
Stradley Ronan Steven & Young, LLP
191 N. Wacker Dr.
Suite 1601
Chicago, IL 60606
dglatz@stradley.com
Re: Nuveen Core Plus Impact Fund
Registration Statement on Form N-2
File Nos. 333- 251817, 811-23627
Dear Mr. Glatz:
On December 30, 2020, you filed a registration statement on Form N-2
on behalf of
Nuveen Core Plus Impact Fund (the Fund ). We have reviewed the registration
statement and
have provided our comments below. Where a comment is made in one location, it
is applicable
to all similar disclosure appearing elsewhere in the registration statement.
All capitalized terms
not otherwise defined herein have the meaning given to them in the registration
statement.
1. Please tell us if you have presented any test the waters materials to
potential investors in
connection with this offering. If so, please provide us with copies of such
materials.
PROSPECTUS
Outside Front Cover
2. On the first page of the front cover, in the fourth line of the
paragraph titled, Fund
Strategies, disclosure states that substantially all of the portfolio s
investments are subject to
Nuveen s proprietary public market impact framework criteria (the Impact
Criteria ) or certain
ESG criteria. On the second page of the front cover, in the first sentence of
the paragraph titled,
Investment Policies, disclosure states that the Fund, under normal market
conditions, will
invest at least 80% of its Managed Assets in fixed-income investments of any
type. The name of
the Fund is Nuveen Core Plus Impact Fund. In the staff s view, the term
impact suggests a
type of ESG-focused investment and is subject to Rule 35d-1 of the Investment
Company Act of
1940 (the 1940 Act ). Please revise the disclosure to require the Fund to
invest at least 80% of
its net assets plus borrowings for investment purposes in impact
investments. For example, the
Fund could state that substantially all, but in no event less than 80%, of
the portfolio s
investments are subject to Nuveen s proprietary public market impact framework
criteria (the
Impact Criteria ) or certain ESG criteria. Please also add disclosure
addressing the 60 days
notice requirement for such 80% requirement.
3. On the first page of the front cover, the fourth paragraph discloses
that investing in the
Fund s shares involves certain risks. Please add the risk of leverage to this
paragraph. See Item
1.1.j. of Form N-2.
4. On the second page of the front cover, in the third sentence of the
paragraph titled,
Leverage, disclosure states that the Fund may source leverage initially
and throughout the life
of the Fund through a number of methods including through borrowings, issuing
preferred shares
of beneficial interest. Please advise whether the Fund intends to offer
preferred shares within
12 months of effectiveness of the registration statement. If yes, please
include disclosure about
the consequences to common shareholders of the issuance of preferred, e.g.,
subordination,
diminished voting power, increased expense ratio; and provide appropriate fee
table disclosure.
5. On the second page of the front cover, in the third line of the
paragraph titled, Fund
Distributions, disclosure states that distributions could take the form of a
return of capital.
Please define return of capital using plain English.
6. On the third page of the front cover, in the second sentence of the
second paragraph,
disclosure incorporates by reference the Fund s Statement of Additional
Information. Please
confirm that the Fund will comply with Fast Act requirements, including adding
hyperlinks to
each exhibit identified in the exhibit index and any other information
incorporated by reference
in the registration statement, if filed on EDGAR. See FAST Act Modernization
and
Simplification of Regulation S-K, Rel. No. 33-10618, Mar. 20, 2019; Rule 411
under the 1933
Act; Rule 0-4 under the 1940 Act.
Page 2
7. In the paragraph titled, Affordable Housing, disclosure refers to
investments issued to
support the financing of low and moderate income housing loans, transit
oriented development,
walkable communities, or mixed-use development projects. Please clarify what
you mean by
transit oriented development.
8. In the paragraph titled, Community & Economic Development,
disclosure refers to
investments issued to support financial services, hospital/medical services,
educational services,
community centers, reconstruction activities, urban revitalization,
humanitarian, disaster, and
international aid services inclusive of underserved and/or economically
disadvantaged
communities. It is not clear whether inclusive of underserved and/or
economically
disadvantaged communities applies to all of the kinds of investments or only
to international
aid services. If the latter, please add more specificity to the other kinds
of investments (e.g.,
financial services is too broad).
9. With respect to the Fund s non-proprietary ESG criteria, we note that
the Fund intends to
use one or multiple third party data/scoring providers. In the principal
strategies, please identify
the provider that the Fund intends to use, or the primary providers if the Fund
intends to use
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multiple third party providers. Please also briefly summarize each providers
criteria/methodology in the principal strategies. Also consider any related
principal risks to the
Fund s use of third party data providers, since the criteria used by providers
can differ
significantly.
Page 4
10. In the second full paragraph, disclosure states, The Fund s Impact
Criteria or ESG
criteria will apply to derivatives and other instruments that have economic
characteristics similar
to the Fund s fixed-income investments. Please tell us how the Fund
calculates the derivative
position for purposes of implementing the Rule 35d-1 80% policy.
Page 5
11. In the second full paragraph, disclosure states that the Fund will
invest in sovereign and
supranational securities. However, it is unclear whether the Fund will apply
some or all of the
ESG strategies to these investments. For example, may the Fund make an
investment in a
foreign country whose cities have an affordable housing policy? Please add
disclosure that
clarifies how the Fund applies its ESG strategies to sovereign and
supranational securities.
Page 10
12. In the second full paragraph, disclosure states, Nuveen Asset
Management may
determine that it is in the best interest of shareholders to pursue a workout
arrangement with
respect to securities that are in default or involved in bankruptcy or
insolvency proceedings,
which may involve making loans to the issuer or another party, or purchasing an
equity or
other interest from the issuer or another party, or other related or similar
steps involving the
investment of additional monies. Please define workout arrangement using
plain English.
Page 11
13. In the third full paragraph, disclosure states,
During temporary defensive periods, the period in which the net
proceeds of this
offering of Common Shares are first being invested (the invest-up
period ), the
wind-up period during which the Fund is transitioning its
portfolio as the
Fund s termination approaches or the period in which the Fund s
assets are being
liquidated in anticipation of the Fund s termination, the Fund may
deviate from its
investment policies and objective. During such periods, the Fund may
invest up to
100% of its Managed Assets in short-term investments, including high
quality,
short-term securities, or may invest in short-, intermediate-, or
long-term U.S.
Treasury securities. During the invest-up period, the Fund may also
purchase
securities issued by ETFs that invest primarily in investments of the
types in
which the Fund may invest directly. Any such investments in ETFs will
be in
compliance with the limitations imposed by the Investment Company Act
of
1940, as amended (the 1940 Act ), the rules promulgated thereunder,
or pursuant
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to any exemptive relief obtained thereunder. There can be no assurance
that such
techniques will be successful. Accordingly, during such periods, the
Fund may
not achieve its investment objective.
Please explain how the Fund will comply with the Fund s 80% policy and the
Rule 35d-1 80%
policy during the wind-up period.
Page 18
14. In the first full paragraph, disclosure states, The Fund reserves the
right to change its
distribution policy and the basis for establishing the rate of its monthly
distributions at any time
and may do so without prior notice to Common Shareholders, upon a determination
by the
Fund s Board of Trustees that such change is in the best interests of the Fund
and its Common
Shareholders. Please tell us whether and when the Fund intends to notify
shareholders of such a
change.
Page 47
15. In the heading titled, Investment Objective, if the Fund s
objective may be changed
without a vote of the holders of a majority of voting securities, please add a
brief statement to
that effect. See Item 8.2.a. of Form N-2.
Page 51
16. In the last sentence on the page, disclosure states that the Fund may
seek to provide
exposure to Regulation S securities that are not freely tradable in the U.S. by
investing in a
Cayman Islands exempted company (the Subsidiary ), a wholly owned subsidiary
of the Fund.
Please disclose that:
a. The Fund complies with the provisions of the Investment
Company Act
regarding capital structure;
b. Each investment adviser to the Subsidiary complies with
provisions of the
Investment Company Act relating to investment advisory
contracts (Section
15) as an investment adviser to the fund under Section
2(a)(20) of the
Investment Company Act. The investment advisory agreement
between the
Subsidiary and its investment adviser is a material contract
that should be
included as an exhibit to the registration statement;
c. The Subsidiary complies with provisions relating to affiliated
transactions and
custody (Section 17). Identify the custodian of the
Subsidiary.
Please confirm that:
a. The Subsidiary and its board of directors will agree to
designate an agent for
service of process in the United States; and
b. The Subsidiary and its board of directors will agree to
inspection by the staff
of the Subsidiary s books and records, which will be
maintained in accordance
with Section 31 of the Investment Company Act and the rules
thereunder.
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Page 100
17. In the section titled, Certain Affiliations, disclosure states, In
addition, unless and until
the underwriting syndicate is broken in connection with the initial public
offering of the
Common Shares, the Fund will be precluded from effecting principal transactions
with brokers
who are members of the syndicate. Please define broken using plain
English.
Page 101
18. In the section titled, Portfolio Managers, disclosure describes the
experience of certain
portfolio managers at Nuveen. Please clarify to which Nuveen entity this
term refers.
Page 108
19. In the section titled, Preferred Shares, please add disclosure that
discusses the
limitations and/or restrictions on the Fund if dividend payments are past due.
See Item 10.1.b. of
Form N-2.
STATEMENT OF ADDITIONAL INFORMATION
Page 11
20. In the section titled, Investment Restrictions, disclosure in the
fourth investment
restriction states that the Fund may not, invest more than 25% of its total
assets in investments
of issuers in any one industry; provided, however, that such limitation shall
not apply to
municipal securities other than those municipal securities backed principally
by the assets and
revenues of non-governmental users nor shall it apply to obligations issued or
guaranteed by the
United States Government or by its agencies or instrumentalities, and provided
further that for
purposes of this limitation, the term issuer shall not include a lender
selling a participation to
the Fund together with any other person interpositioned between such lender and
the Fund with
respect to a participation that shifts to the Fund the direct debtor-creditor
relationship with the
borrower. Please add or group of industries after any one industry.
See Item 17.2.e. of
Form N-2.
Please tell us supplementally whether the Fund has credit exposure to the
interpositioned entity.
If the Fund does have such credit exposure, please explain supplementally why
the carve-out is
appropriate.
Page 63
21. In the section titled, Proxy Voting Policies and Procedures, please
add disclosure that
explains how the Fund will approach relevant ESG proxy issues for its portfolio
companies.
Alternatively, the Fund should explain in correspondence why it believes such
disclosure is not
required.
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Appendices
22. Please add the Proxy Voting Policies and Procedures of Nuveen Fund
Advisors as an
appendix.
PART C
Item 25: Financial Statements and Exhibits
23. The Fund s By-laws include limits on derivative actions, require
exclusive jurisdiction,
and waive a shareholder s right to jury trial. Please carve out federal
securities law claims from
the limits on derivative actions. Also, please add risk disclosure in the
prospectus that addresses
each of the three provisions.
Item 34: Undertakings
24. Please add the required undertaking in Item 34.4 or explain why it is
not necessary. See
Item 34.4 of Form N-2.
* * * * * *
We note that portions of the filing are incomplete. We may have
additional comments on
such portions when you complete them in a pre-effective amendment, on
disclosures made in
response to this letter, on information provided supplementally, or on exhibits
added in any pre-
effective amendment.
A response to this letter should be in the form of a pre-effective
amendment filed pursuant
to Rule 472 under the Securities Act. The pre-effective amendment filing should
be
accompanied by a supplemental letter that includes your responses to each of
these comments.
Where no change will be made in the filing in response to a comment, please
indicate this fact in
your supplemental letter and briefly state the basis for your position.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff.
Should you have any questions regarding this letter, please contact me
at (202) 551-5166.
Sincerely,
/s/ Lisa N. Larkin
Senior Counsel
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