DEFA14A: Neuberger Berman Fund Faces Proxy Fight as Saba Capital Seeks Board Representation

Neuberger Berman Next Generation Connectivity Fund urges stockholders to vote for its current directors amidst a proxy battle initiated by Saba Capital.

Summary

• Neuberger Berman Next Generation Connectivity Fund is engaged in a proxy fight with Saba Capital Master Fund, which is seeking to elect its own nominee to the Fund's Board of Directors.
• The Fund's Board is urging stockholders to vote for the re-election of its current directors using the WHITE proxy card.
• The Board believes that electing Saba's nominee would be detrimental to the Fund's long-term investment potential and could hinder its ability to generate competitive returns.
• The Fund has retained EQ Fund Solutions as its proxy solicitor to assist in the re-election efforts.
• Stockholders are advised to discard any GOLD proxy cards sent by Saba and to only submit the WHITE proxy card to ensure their vote for the Fund's nominees is counted.

Sentiment

Score: 4

Explanation: The sentiment is defensive and concerned, reflecting the ongoing proxy battle and the Board's belief that Saba's involvement could harm the Fund. The language is urgent and emphasizes the importance of stockholders voting in favor of the current directors.

Positives

• The Fund's current directors have extensive experience in matters affecting closed-end funds.
• The Board has a history of taking actions to enhance stockholder value.
• The Fund is actively defending against what it perceives as a threat to its long-term prospects.

Negatives

• The proxy fight with Saba Capital introduces uncertainty and potential disruption to the Fund's operations.
• The Board believes that Saba's nominee would harm the Fund and hinder its ability to generate competitive investment returns.

Risks

• The election of Saba's nominee could lead to changes in the Fund's investment strategy or management.
• The proxy fight could distract management from focusing on the Fund's core operations.
• There is a risk that the Fund's stock price could be negatively impacted by the uncertainty surrounding the proxy fight.

Future Outlook

The document focuses on the immediate proxy contest and does not provide specific forward-looking statements about the Fund's financial performance or future strategies beyond defending against Saba's attempt to gain board representation.

Management Comments

• The Board of Directors of the Fund is unanimously urging you to vote FOR the re-election of your Boards highly qualified and experienced current Directors.
• Your Funds Board believes that Saba seeks to disrupt the experienced and reliable oversight provided by your Funds Board for its own gain and does not care about impairing your Fund and limiting its long-term investment potential.

Industry Context

Proxy fights are not uncommon in the investment management industry, particularly with closed-end funds where activist investors often seek to unlock value or influence fund strategy. This situation reflects a broader trend of increased shareholder activism.

Comparison to Industry Standards

• It is difficult to compare the fund's performance to industry standards without specific financial data.
• However, the actions taken by the board, such as discount mitigation measures and managing distribution rates, are common practices among closed-end funds seeking to enhance stockholder value.
• Other closed-end funds that have faced similar proxy contests include those managed by companies such as BlackRock and Eaton Vance, where activist investors have sought board representation or changes in fund strategy.

Stakeholder Impact

• The outcome of the proxy fight will directly impact shareholders, as it will determine the composition of the Board and potentially influence the Fund's investment strategy.
• Employees of Neuberger Berman could be affected by changes in the Fund's operations or strategy resulting from the proxy fight.

Next Steps

• Stockholders need to vote using the WHITE proxy card.
• The Fund will continue to solicit proxies in support of its nominees.
• The outcome of the vote will determine the composition of the Fund's Board of Directors.

Keywords

proxy fight, Saba Capital, Neuberger Berman, board of directors, stockholder value, closed-end fund, proxy solicitation, investment returns