Nuveen Core Plus Impact Fund — Major Shareholding Notification 2024

Oct 3, 2024

SC 13G/A 1 sit241049_13g.htm AMENDMENT NO. 1 TO SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1 *)

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Nuveen Core Plus Impact Fund

(NPCT)

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

67080D103

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(CUSIP Number)

September 30, 2024

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| ☒ | Rule
13d-1(b) |
| --- | --- |
| ☐ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Schedule 13G/A

CUSIP No. 67080D103

| 1 | Names
of Reporting Persons Sit
Investment Associates, Inc. |
| --- | --- |
| 2 | Check
the appropriate box if a member of a Group (see instructions) (a) ☐ (b) ☒ |
| 3 | Sec
Use Only |
| 4 | Citizenship
or Place of Organization State
of Minnesota |

| Number
of Shares Beneficially Owned by Each Reporting Person With: | Sole
Voting Power 1,060,976 |
| --- | --- |
| 6 | Shared
Voting Power 0 |
| 7 | Sole
Dispositive Power 1,060,976 |
| 8 | Shared
Dispositive Power 0 |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,060,976 |
| --- | --- |
| 10 | Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐ |
| 11 | Percent
of class represented by amount in row (9) 3.69% |
| 12 | Type
of Reporting Person (See Instructions) IA |

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Item 1 (a) Name of Issuer:

Nuveen Core Plus Impact Fund

Item 1 (b) Address of Issuer’s Principal Executive Offices:

333 West Wacker Drive

Chicago, Illinois 60606

Item 2 (a) Name of Person Filing:

Sit Investment Associates, Inc.

Item 2 (b) Address of Principal Business Office or, if none, Residence:

80 South Eighth Street, Suite 3300

Minneapolis, MN 55402

Item 2 (c) Citizenship:

Minnesota Corporation

Item 2 (d) Title of Class of Securities:

Common Stock

Item 2 (e) CUSIP Number:

67080D103

Item 3 If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) [X] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [ ] A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) [ ] Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __

Item 4 Ownership

The information required by this Item 4 with respect to each Reporting Person is set forth in rows 5 through 9 and 11 of the cover pages to this Schedule 13G/A.

The ownership percentages reported are based on 28,755,000 shares of common stock outstanding as of June 30, 2024, as reported in the Issuer’s Report on Form N-CSRS filed with the Securities Exchange Commission.

Sit Investment Associates, Inc. (“SIA”) is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. SIA provides investment management services to client accounts (“Accounts”). In its role as investment adviser SIA possess voting and investment power over securities of the Issuer described in this schedule 13G owned by the Accounts and may be deemed to be the beneficial owner of such shares of the Issuer owned by the Accounts. All securities reported in this schedule 13G are owned by the Accounts. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SIA disclaims beneficial ownership of such securities.

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Item 5 Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

Item 8 Identification and Classification of Members of the Group:

Not applicable.

Item 9 Notice of Dissolution of Group:

Not applicable.

Item 10 Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purposes or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sit Investment Associates, Inc.

Date:	October 3, 2024
Signature	/s/ Paul E. Rasmussen
Name / Title:	Paul Rasmussen / Vice President

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