DEFA14A: Neuberger Berman Funds Urges Stockholders to Vote White Proxy Card, Rejecting Saba Capital's Nominee

Neuberger Berman Next Generation Connectivity Fund Inc. is urging stockholders to vote for the re-election of its current directors and to reject the nominee proposed by Saba Capital Master Fund Ltd.

Summary

• Neuberger Berman Next Generation Connectivity Fund Inc. is in a proxy battle with Saba Capital Master Fund Ltd., a hedge fund manager.
• The fund's board is urging stockholders to vote for the re-election of its three current directors: Marc Gary, Martha Goss, and Michael M. Knetter.
• The board believes that Saba's nominee would harm the fund and hinder its ability to generate competitive investment returns.
• The board highlights the experience and expertise of the current directors, emphasizing their independence and commitment to acting in the best interests of all stockholders.
• The board has taken actions to enhance stockholder value, including managing distribution rates, approving discount mitigation measures, approving fund mergers, actively managing leverage structures, and making changes to investment strategies.
• The fund has retained EQ Fund Solutions as its proxy solicitor.
• Stockholders are urged to vote using the WHITE proxy card and to disregard any proxy materials received from Saba Capital.

Sentiment

Score: 6

Explanation: The document conveys a defensive stance, urging stockholders to support the current board against a perceived threat from an activist investor. The tone is assertive and protective of the fund's existing management and strategy.

Positives

• The current directors have extensive experience in fund governance and closed-end fund management.
• The board has a history of taking actions to enhance stockholder value.
• The current directors are independent of management and act in the best interests of all stockholders.
• The board is committed to creating sustainable, long-term performance.

Negatives

• Saba Capital is attempting to disrupt the current board.
• The board believes Saba's nominee would harm the fund's performance.
• The proxy battle introduces uncertainty and potential disruption to the fund's operations.

Risks

• Election of Saba's nominee could lead to changes in the fund's strategy and management.
• The proxy battle could distract management from focusing on the fund's investment objectives.
• Saba's involvement could lead to increased activism and pressure on the fund's board.

Future Outlook

The document focuses on the immediate proxy contest and does not provide specific forward-looking statements about the fund's financial performance.

Management Comments

• Your Funds Board strongly encourages you to vote the WHITE proxy card FOR your current director nominees.
• 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.
• The Board of your Fund has a history of being devoted to safeguarding your investment and protecting the interests of ALL stockholders, but your Funds Board and Manager believe that Sabas nominee would only serve its own interests.

Industry Context

Proxy battles are common in the closed-end fund industry, where activist investors often seek to influence fund management and strategy to unlock value or address perceived underperformance. This situation reflects a broader trend of increased shareholder activism in the financial sector.

Comparison to Industry Standards

• Comparing the fund's performance and governance practices to other closed-end funds managed by Neuberger Berman and its competitors (e.g., BlackRock, Eaton Vance) would provide a benchmark for assessing its relative standing.
• Evaluating the fund's discount to NAV relative to industry averages can indicate whether the board's actions to mitigate the discount have been effective.
• Analyzing the fund's expense ratio and investment returns compared to similar funds can help determine its efficiency and performance.

Stakeholder Impact

• The outcome of the proxy vote will impact the fund's stockholders, as it will determine the direction of the fund's management and strategy.
• The fund's employees could be affected by changes in management or strategy resulting from the proxy battle.

Next Steps

• Stockholders need to vote on the director nominees.
• 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.

Keywords

proxy, Saba Capital, directors, Neuberger Berman, fund, stockholders, vote, board