Nuveen Core Plus Impact Fund : Notice of Annual Meeting of Shareholders (NPCT) - May 15, 2024

Notice of Annual Meeting

of Shareholders to be held on May 15, 2024

March 12, 2024

Nuveen Core Plus Impact Fund (NPCT)

To the Shareholders of the Fund:

333 West Wacker Drive Chicago, Illinois 60606 [phone]

Notice is hereby given that the Annual Meeting of Shareholders of Nuveen Core Plus Impact Fund, a Massachusetts business trust (the "Fund"), will be held at the offices of Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606 on Wednesday, May 15, 2024, at 11:00 a.m., Central time, for the purposes set forth below and to transact such other busi- ness, if any, as may properly come before the annual meeting and any adjournment(s), postponement(s) or delay(s) thereof (the "Annual Meeting").

This meeting is very important because Saba Capital Master Fund, Ltd., a hedge fund managed by Saba Capital Management, L.P., has proposed an individual to serve as a Class III Trustee on the Board of Trustees of the Fund (the "Board"), which nominee is NOT endorsed by the Board. We urge you to review the proposals in the accompanying proxy statement and vote as recommended by the Board using the enclosed WHITE proxy card.

Matters to Be Voted on by Shareholders:

1. To elect Trustees to the Board of Trustees of the Fund as outlined below:
2. 1. three (3) Trustees to be elected by holders of common shares and preferred shares, voting together as a single class, for election as Class III Trustees for a term expiring at the annual meeting of shareholders to be held in 2027 or until their successors have been duly elected and qualified.
   2. two (2) Trustees to be elected by holders of preferred shares only, voting separately as a single class, for election for a term expiring at the annual meeting of shareholders to be held in 2025 or until their successors have been duly elected and qualified.
3. To ratify the selection of PricewaterhouseCoopers LLP ("PwC") as the Fund's independent registered public accounting firm for the fiscal year ending December 31, 2024.
4. To transact such other business as may properly come before the Annual Meeting.
5. • * *

Shareholders of record at the close of business on January 19, 2024, are entitled to notice of and to vote at the Annual Meeting. Your vote is extremely important this year in light of the proxy contest being conducted by Saba Capital Management, L.P. and certain affiliates thereof ("Saba").

We urge you to review the information in the accompanying proxy statement and vote FOR the election of the nominees of the Board of Trustees of the Fund using the enclosed WHITE proxy card.

You may receive solicitation materials from Saba, including an opposition proxy statement and proxy card, seeking your proxy to vote for the individual (the "Hedge Fund Nominee") proposed for election as a Class III Trustee by Saba Capital Master Fund, Ltd. (the "Saba Hedge Fund"). The Board does NOTendorse the Hedge Fund Nominee. 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 Board urges you to not sign any proxy card sent to you by Saba or any person other than the Fund.

The Board unanimously recommends that you vote on the enclosed WHITE proxy card as follows:

1(a): FOR the election of the Board's nominees for election as Class III Trustees;

1(b): FOR the election of the Board's nominees for election as Trustees elected by the holders of preferred shares only (if you are a holder of preferred shares); and

1. FOR the ratification of the selection of the Fund's independent registered public accounting firm.

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. Do

NOT send back any proxy card you may receive from Saba, even to vote against the Hedge Fund Nominee, as this may cancel your prior vote for the Board's nominees. Even if you have previously returned a proxy card sent to you by Saba, you can change your vote by signing, dating and returning the enclosed WHITE proxy card in the postage-paidenvelope provided, by recording your voting instructions via telephone or the internet by following the instructions on the enclosed WHITE proxy card or by voting in person at the Annual Meet- ing. Only the latest dated proxy you submit will be counted.

If you return a proxy card received from Saba you will be DISENFRANCHISED as to your ability to elect a full slate of trustees. At the Annual Meeting, three Class III Trustees are standing for election. However, the Saba Hedge Fund has only nominated one Hedge Fund Nominee. Therefore, by returning a proxy card received from Saba, you will be unable to vote with respect to two of the Class III board seats to be filled at the Annual Meeting.

If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in "street name"), you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. Because of the contested nature of the election of Class III Trustees, if you do not give instructions to your broker, your broker will not be able to vote your shares with respect to the election. We urge you to instruct your broker or other nominee, by following those in- structions, to vote your shares using the WHITE proxy card.

All shares represented by properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions marked thereon or otherwise as provided therein. If you sign the WHITE proxy card, but don't fill in a vote, your shares will be voted FOR the Board's nominees for election as Class III Trustees; FOR the election of the Board's nominees for election as Trustees elected by the holders of preferred shares only (if you are a holder of preferred shares); and FOR the ratification of the selection of the Fund's

independent registered public accounting firm. If any other business is brought before the Annual Meeting, your shares will be voted at the proxies' discretion and in accordance with applicable state and federal proxy rules.

If you intend to attend the Annual Meeting in person and you are a record holder of the Fund's shares, in order to gain admission you must show photographic identification, such as your driver's license. If you intend to attend the Annual Meeting in person and you hold your shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver's license, and satisfactory proof of ownership of shares of the Fund, such as your voting instruction form (or a copy thereof) or broker's statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the Annual Meeting unless you have previously requested and obtained a "legal proxy" from your broker, bank or other nominee and present it at the Annual Meeting. If you plan to attend to the Annual Meeting in person, please call 866-357-1928.

How Do I Vote?

In order to avoid delay and additional expense for the Fund and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Annual Meeting. You may vote by mail by signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope, or you may vote by telephone or via the internet by following the instructions provided on the enclosed WHITE proxy card.

• By Mail: To vote by mail, please mark, sign, date and mail the enclosed WHITE proxy card. No postage is required if mailed in the United States.
• By Telephone: To vote by telephone, please call the toll-free number located on your WHITE proxy card and follow the recorded instructions, using your WHITE proxy card as a guide.
• By Internet: To vote via the internet, go to the internet address provided on your WHITE proxy card and follow the instructions, using your WHITE proxy card as a guide.

If your shares are registered in more than one name or are registered in different accounts, you may receive more than one WHITE proxy card. To make certain all of your shares are voted, please fill out and return each WHITE proxy card or follow the instructions included on each WHITE proxy card and vote each WHITE proxy card by telephone or through the internet.

Please review the enclosed materials and follow the instructions that appear on the enclosed WHITE proxy card. If you have questions about the proposals or the voting instructions, please call Georgeson, LLC, the Fund's proxy solicitor, at 866-357-1928.

Mark L. Winget

Vice President and Secretary

Nuveen Core Plus Impact Fund

Proxy Statement

Nuveen Core Plus Impact Fund (NPCT)

March 12, 2024

333 West Wacker Drive Chicago, Illinois 60606 [phone]

This Proxy Statement and the enclosed WHITE proxy card are first being mailed to shareholders on or about March 15, 2024.

General Information

This Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (the "Board") of Nuveen Core Plus Impact Fund, a Massachusetts business trust (the "Fund"), of proxies to be voted at the Annual Meeting of Shareholders to be held at 333 West Wacker Drive, Chicago, Illinois 60606 on Wednesday, May 15, 2024, at 11:00 a.m., Central time, and at any and all adjournment(s), postponement(s) or delay(s) thereof (the "Annual Meeting").

The Fund will furnish to any shareholder upon request, without charge, a copy of the Fund's most recent annual report or semi-annual report to shareholders. Requests should be directed to Nuveen, in writing at 333 West Wacker Drive, Chicago, Illinois 60606, or by telephone at [phone].

This meeting is very important because Saba Capital Master Fund, Ltd., a hedge fund managed by Saba Capital Management, L.P., has proposed an individual to serve as a Class III Trustee on the Board, which nominee is NOTendorsed by the Board. We urge you to review the proposals in this Proxy Statement and vote as recommended by the Board.

The following table indicates which shareholders are solicited with respect to each matter:

Proposal

Election of Trustees

Common Shares Preferred Shares(1)

1(a) To elect three (3) Class III Trustees, to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class.

X

X

1(b) To elect two (2) Trustees to be elected by the holders of Preferred Shares only, voting separately as a single class.

X

Ratification of Independent Registered Public Accounting Firm

2 To ratify the selection of PricewaterhouseCoopers LLP ("PwC") as the Fund's independent registered public accounting firm for the fiscal year ending December 31, 2024.

X

X

(1) Taxable Fund Preferred Shares ("TFP Shares") of the Fund are referred to herein as "Preferred Shares."

1

On the matters coming before the Annual Meeting as to which a choice has been specified by shareholders on the enclosed WHITE proxy card, the shares will be voted accordingly. If a properly executed WHITE proxy card is returned and no choice is specified, the shares will be voted FOR the election of the Board's nominees for election as Class III Trustees listed in this Proxy Statement; FOR the election of the Board's nominees for election as Trustees elected by the holders of Preferred Shares only listed in this Proxy Statement (if you are a holder of Preferred Shares); and FOR the ratification of the selection of the Fund's independent registered public accounting firm. Shareholders of the Fund who execute proxies may revoke them at any time before they are voted by filing with the Fund a written notice of revocation, by delivering a duly executed WHITE proxy card bearing a later date, or by attending the Annual Meeting and voting in person. A prior proxy can also be revoked by voting again through the toll-free number or the internet address listed in the WHITE proxy card. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.

A quorum of shareholders is required to take action at the Annual Meeting. A majority of the shares entitled to vote at the Annual Meeting, represented in person or by proxy, will constitute a quorum of shareholders at the Annual Meeting, except that for the election of the Trustee nominees to be elected by holders of Preferred Shares only, 33 1/3% of the Preferred Shares entitled to vote and represented in person or by proxy will constitute a quorum. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspectors of election appointed for the Annual Meeting. The inspectors of election will determine whether or not a quorum is present at the Annual Meeting. The inspectors of election will treat shares that vote "ABSTAIN" and shares represented by "broker non-votes" (as described below), if any, as present for purposes of determining a quorum.

If your shares are owned directly in your name with the Fund's transfer agent, you are considered a registered holder of those shares. If you are the beneficial owner of shares held by a broker or other custodian, you hold those shares in "street name" and are not a registered stockholder. Brokers or other custodians holding shares of the Fund in "street name" for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on the proposals before the Annual Meeting. The Fund understands that, under the rules of the New York Stock Exchange (the "NYSE"), if you do not give specific voting instructions to your broker, generally your broker will have discretion to vote your shares on routine matters but will not have discretion to vote your shares on non-routine matters. When the broker exercises its discretion to vote on routine matters in the absence of voting instructions from you, a "broker non-vote" occurs with respect to the non-routine matters since the broker will not have discretion to vote on such non-routine mat- ters. However, because of the contested nature of Proposal 1(a), to the extent your broker provides you with Saba's (as defined herein) proxy materials, your broker may not vote your shares on routine matters or non-routinematters. We urge you to instruct your broker or other nominee to vote your shares using the WHITE proxy card so that your votes may be counted.

Pursuant to Rule 452 of the NYSE, certain Preferred Shares held in "street name" as to which voting instructions have not been received from the beneficial owners or persons otherwise entitled to vote as of one business day before the Annual Meeting, or, if adjourned or post- poned, one business day before the day to which the Annual Meeting is adjourned or post- poned, may be voted by the broker on each proposal in the same proportion as the votes cast by all holders of Preferred Shares as a class who have voted on the proposal. Because the TFP

2

Shares of the Fund are currently in Variable Rate Mode, the proportionate voting provisions of Rule 452 currently do not apply to the TFP Shares.

Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. We urge you to provide instructions to your broker or nominee to vote your shares using the WHITE proxy card so that your votes may be counted.

With respect to Proposal 1(a), pursuant to the Fund's By-Laws, because the number of persons nominated in accordance with the Fund's By-Laws for election as Class III Trustees exceeds the number of Class III Trustees to be elected (i.e., a contested election), the affirmative vote of a majority of the shares outstanding and entitled to vote on the matter will be required to elect the Class III Trustees of the Fund. For purposes of determining the election of Class III Trustees of the Fund, abstentions and broker non-votes will have the effect of a vote against a nominee.

With respect to Proposal 1(b), because the number of persons nominated in accordance with the Fund's By-Laws for election as Trustees to be elected by the holders of Preferred Shares voting separately equals the number of Trustees to be elected by the holders of Preferred Shares only, the affirmative vote of a plurality (the greatest number of affirmative votes) of the shares present and entitled to vote on Proposal 1(b) will be required to elect each Trustee to be elected by the holders of Preferred Shares only. Because the election of Trustees to be elected by the holders of Preferred Shares only does not require that a minimum percentage of the Fund's outstanding Preferred Shares be voted in favor of any nominee, assuming the presence of a quorum, abstentions and broker non-votes will have no effect on the outcome of the election of the Trustees to be elected by the holders of Preferred Shares only.

With respect to Proposal 2, the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting at which a quorum is present is necessary to approve Proposal 2. Abstentions will have the same effect as votes against Proposal 2. Broker non-votes will have no effect on the outcome of the vote on Proposal 2.

Those persons who were shareholders of record at the close of business on Friday, Jan- uary 19, 2024, will be entitled to one vote for each share held and a proportionate fractional vote for each fractional share held. As of January 19, 2024, the shares of the Fund were issued and outstanding as follows:

Common Shares:	28,755,000
Preferred Shares:
TFP Shares	70,000

You may receive solicitation materials from Saba Capital Management, L.P. and certain of its affiliates ("Saba"), including an opposition proxy statement and proxy card, seeking your proxy to vote for the individual (the "Hedge Fund Nominee") proposed for election as a Class III Trustee by Saba Capital Master Fund, Ltd. (the "Saba Hedge Fund"). The Board does NOTendorse the Hedge Fund Nominee. 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 Board urges you to not sign any proxy card sent to you by Saba or any person other than the Fund.

3

Your vote is extremely important this year in light of the proxy contest being conducted by Saba.

The Board unanimously recommends that you vote on the enclosed WHITE proxy card as follows:

1(a): FOR the election of the Board's nominees for election as Class III Trustees;

1(b): FOR the election of the Board's nominees for election as Trustees elected by the holders of Preferred Shares only (if you are a holder of Preferred Shares); and

1. FOR the ratification of the selection of the Fund's independent registered public accounting firm.

The Board urges you NOT to sign or return any proxy card sent to you by Saba. Do

NOT send back any proxy card you may receive from the Saba Hedge Fund, even to vote against the Hedge Fund Nominee, as this may cancel your prior vote for the Board's nominees. Even if you have previously returned a proxy card sent to you by Saba, you can change your vote by signing, dating and returning the enclosed WHITE proxy card in the postage-paidenvelope provided, by recording your voting instructions via telephone or the internet by following the instructions on the enclosed WHITE proxy card or by voting in person at the Annual Meeting. Only the latest dated proxy you submit will be counted.

If you return a proxy card received from Saba you will be DISENFRANCHISED as to your ability to elect a full slate of trustees. At the Annual Meeting, three Class III Trustees are standing for election. However, the Saba Hedge Fund has only nominated one Hedge Fund Nominee. Therefore, by returning a proxy card received from Saba, you will be unable to vote with respect to two of the Class III board seats to be filled at the Annual Meeting.

The Fund is not using a universal proxy card in connection with voting at the Meeting. Rule 14a-19 of the Securities Exchange Act of 1934, requiring the use of a universal proxy card in contested director elections, does not apply to the Fund because it is an investment company registered under the Investment Company Act of 1940. Accordingly, the Hedge Fund Nominee is not included on the enclosed WHITE proxy card and shareholders must use a GOLD proxy card sent to them by Saba in order to vote for the election of the Hedge Fund Nominee. Shareholders should refer to the proxy statement and any related materials filed by Saba with the Securities and Exchange Commission for information about the Hedge Fund Nominee.

If you intend to attend the Annual Meeting in person and you are a record holder of the Fund's shares, in order to gain admission you must show photographic identification, such as your driv- er's license. If you intend to attend the Annual Meeting in person and you hold your shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver's license, and satisfactory proof of ownership of shares of the Fund, such as your voting instruction form (or a copy thereof) or broker's statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the Annual Meeting unless you have previously requested and obtained a "legal proxy" from your broker, bank or other nominee and present it at the Annual Meeting. If you plan to attend the Annual Meeting in person, please call 866-357-1928.

4

How Do I Vote?

In order to avoid delay and additional expense for the Fund and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Annual Meeting. You may vote by mail by signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or you may vote by telephone or via the internet by following the instructions provided on the enclosed WHITE proxy card.

• By Mail: To vote by mail, please mark, sign, date and mail the enclosed WHITE proxy card. No postage is required if mailed in the United States.
• By Telephone: To vote by telephone, please call the toll-free number located on your WHITE proxy card and follow the recorded instructions, using your WHITE proxy card as a guide.
• By Internet: To vote via the internet, go to the internet address provided on your WHITE proxy card and follow the instructions, using your WHITE proxy card as a guide.

If your shares are registered in more than one name or are registered in different accounts, you may receive more than one WHITE proxy card. To make certain all of your shares are voted, please fill out and return each WHITE proxy card or follow the instructions included on each WHITE proxy card and vote each WHITE proxy card by telephone or through the internet.

Please review the enclosed materials and follow the instructions that appear on the enclosed WHITE proxy card. If you have questions about the proposals or the voting instructions, please call Georgeson, LLC, the Fund's proxy solicitor, at 866-357-1928.

1. ELECTION OF TRUSTEES

Pursuant to the organizational documents of the Fund, the Board is divided into three classes, Class I, Class II and Class III, to be elected by the holders of the outstanding Common Shares and any outstanding preferred shares, voting together as a single class, to serve until the third succeeding annual meeting subsequent to their election or thereafter, in each case until their successors have been duly elected and qualified. The Fund has Preferred Shares outstanding and, under normal circumstances, holders of Preferred Shares, voting as a separate class, are entitled to elect two (2) Trustees. The Trustees elected by holders of Preferred Shares only will be elected to serve until the next annual meeting of shareholders or until their successors have been duly elected and qualified.

At the Annual Meeting

1. Three (3) Trustees are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Trustees Joanne T. Medero, Loren M. Starr and Matthew Thornton III have been designated as Class III Trustees and as nominees for election as Class III Trustees at the Annual Meeting for a term expiring at the annual meeting of shareholders to be held in 2027 or until their successors have been duly elected and qualified.
2. Two (2) Trustees are to be elected by holders of Preferred Shares only, voting sepa- rately as a single class. Trustees Albin F. Moschner and Margaret L. Wolff are

5

nominees for election by holders of Preferred Shares at the Annual Meeting for a term expiring at the next annual meeting of shareholders or until their successors have been duly elected and qualified.

The aforementioned nominees to the Board are collectively referred to herein as the "Board Nominees." The Board unanimously recommends that you vote "FOR" each Board

Nominee for election as a Class III Trustee and "FOR" each Board Nominee for election as a Trustee elected by holders of Preferred Shares only. It is the intention of the persons named in the enclosed WHITE proxy card to vote the shares represented thereby "FOR" the election of the Board Nominees for election as Class III Trustees and "FOR" the election of the Board Nominees for election as Trustees elected by holders of Preferred Shares only unless the proxy is marked otherwise. Please promptly sign, date and return the enclosed WHITE proxy card or vote by telephone or via the internet by following the instructions provided on the enclosed WHITE proxy card. Please do not return or vote any other color proxy card you may receive.

Each of the Board Nominees has agreed to serve as a Trustee of the Fund if elected. However, should any nominee become unable to serve or for good cause will not accept nomination for election, the proxies will be voted for substitute nominees, if any, designated by the Fund's present Board.

Composition of the Board

Class I Trustees: Trustees Thomas J. Kenny and Robert L. Young are continuing Trustees. Mr. Young was last elected to the Fund's Board at the annual meeting of shareholders held on May 8, 2023. Mr. Kenny was unanimously appointed by the Trustees to the Fund's Board effective January 1, 2024. Each Class I Trustee currently serves a term expiring at the 2025 annual meeting of shareholders or until his successor has been duly elected and qualified.

Class II Trustees: Trustees Amy B. R. Lancellotta, John K. Nelson and Terence J. Toth are continuing Trustees and were last elected to the Fund's Board at the annual meeting of shareholders held on May 8, 2023. Each Class II Trustee currently serves a term expiring at the 2026 annual meeting of shareholders or until his or her successor has been duly elected and qualified.

Class III Trustees: Trustees Joanne T. Medero, Loren M. Starr and Matthew Thornton III have been nominated for election at the Annual Meeting. Mr. Thornton's appointment to the Fund's Board was ratified and approved by the Fund's initial shareholder on April 27, 2021. Ms. Medero was unanimously appointed by the Trustees to the Fund's Board effective June 1, 2021. Mr. Starr was unanimously appointed by the Trustees to the Fund's Board effective January 1, 2024. If elected, each Class III Trustee will serve a term expiring at the 2027 annual meeting of shareholders or until his or her successor has been duly elected and qualified.

Trustees Elected by Holders of Preferred Shares: Trustees Albin F. Moschner and Margaret L. Wolff have been nominated for election at the Annual Meeting. Mr. Moschner was last elected to the Fund's Board at the annual meeting of shareholders held on May 8, 2023. Ms. Wolff's appointment to the Fund's Board was ratified and approved by the Fund's initial shareholder on April 27, 2021. Ms. Wolff was previously designated as a Class I Trustee but has been redesignated for election by the holders of Preferred Shares only in connection with the retirement of a trustee previously elected by the holders of Preferred Shares only. If elected, each Trustee elected by the holders of Preferred Shares only will serve a term expiring at the 2025 annual meeting of shareholders or until his or her successor has been duly elected and qualified.

6

All Board Nominees and current and continuing Trustees are not "interested persons," as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of the Fund or Nuveen Fund Advisors, LLC (the "Adviser") or any investment sub-adviser of the Fund and have never been an employee or director of Teachers Insurance and Annuity Association of America or Nuveen, LLC ("Nuveen"), the Adviser's parent companies, or any affiliate. Accordingly, such Trustees are deemed "Independent Trustees."

Board's Consideration of the Board Nominees

Each of the Board Nominees, Joanne T. Medero, Loren M. Starr and Matthew Thornton III for election as Class III Trustees and Albin F. Moschner and Margaret L. Wolff for election as Trustees elected by the holders of Preferred Shares only, is highly skilled and experienced. Please refer to the table under the heading "-Trustees/BoardNominees" which sets forth certain biographical information about the Trustees, including the Board Nominees. In addition, please refer to the information under the heading "-BoardLeadership Structure and Risk Over- sight-BoardDiversification and Trustee Qualifications" for a more detailed discussion of the qualifications of each Trustee and the background, skills, experience and other attributes that led to the Board's determination that they were qualified to serve on the Board.

The Nominating and Governance Committee unanimously determined to recommend the nomination of each of the following Board Nominees for election as Class III Trustees following a thorough selection process by the Trustees: Joanne T. Medero, who has served as a Trustee of the Fund since 2021 and a board member of funds in the Fund Complex (as defined herein) since 2021; Loren M. Starr, who was unanimously appointed by the Trustees to serve as a Trustee of the Fund effective January 1, 2024, and has served as a board member of funds in the Fund Complex since 2022; and Matthew Thornton III, who has served as a Trustee of the Fund since its inception in 2021 and as a board member of funds in the Fund Complex since 2020.

The Nominating and Governance Committee unanimously determined to recommend the nomination of each of the following Board Nominees for election as Trustees elected by holders of Preferred Shares only following a thorough selection process by the Trustees: Albin F. Mosch- ner, who has served as a Trustee of the Fund since its inception in 2021 and a board member of funds in the Fund Complex since 2016; and Margaret L. Wolff, who has served as a Trustee of the Fund since its inception in 2021 and as a board member of funds in the Fund Complex since 2016.

The Board received and reviewed the recommendation of the Nominating and Governance Committee and unanimously determined to nominate Ms. Medero, Mr. Starr and Mr. Thornton for election as Class III Trustees and unanimously determined to nominate Mr. Moschner and Ms. Wolff for election as Trustees elected by holders of Preferred Shares only.

The Nominating and Governance Committee and the Board considered each Board Nominee's background, skills, experience and other attributes. The Board seeks to provide effective governance by establishing a board, the overall composition of which will, as a body, possess the appropriate skills, diversity (including, among other things, gender, race and ethnicity), independence and experience to oversee the Fund's business as it continues to grow and develop. In pursuit of this goal, the Board believes that it generally benefits from a diversity of background (including, among other things, gender, race and ethnicity), skills, experience and views among Trustees. The Board's culture has been built over a long period, and the current

7