DEFC14A: Activist Investor Saba Capital Launches Proxy Fight for NYLI CBRE Global Infrastructure Fund Board Seat and Declassification

Saba Capital Management, a significant shareholder in NYLI CBRE Global Infrastructure Megatrends Term Fund, is seeking to elect its nominee to the Board and declassify the board to address the Fund's persistent trading discount to net asset value.

Summary

• Saba Capital Management, L.P. (Saba Capital), a major shareholder, is soliciting proxies for the upcoming 2025 annual meeting of NYLI CBRE Global Infrastructure Megatrends Term Fund (the Fund).
• Saba Capital has nominated Paul Kazarian for election as a Class III trustee to the Fund's Board of Trustees for a three-year term.
• Saba Capital also proposes that the Board take steps to declassify itself, ensuring all trustees are elected annually, which they believe will increase accountability.
• As of July 8, 2025, the Fund's trading discount to Net Asset Value (NAV) was -7.81%, with a three-year average discount of -12.86%.
• Saba Capital and its affiliates beneficially own 6,259,969 common shares of the Fund, representing 12.03% of the 52,047,534 common shares outstanding as of the July 7, 2025 Record Date.
• The Annual Meeting is scheduled for October 1, 2025, at 2 p.m. Eastern time, in New York.
• Saba Capital estimates the total cost of this proxy solicitation to be approximately $120,000, with $60,000 incurred to date, and will not seek reimbursement from the Fund.

Sentiment

Score: 3

Explanation: The filing is a proxy solicitation from an activist investor highlighting significant underperformance (persistent discount to NAV) and governance issues, indicating a negative view of the current state of the Fund. While the proposals aim for improvement, the current situation is presented as problematic.

Positives

• Saba Capital, as a significant shareholder, is actively seeking to improve the Fund's performance and governance.
• The nominated trustee, Paul Kazarian, is highly qualified with extensive experience in closed-end funds, ETFs, and various financial instruments.
• The proposal to declassify the Board aims to increase trustee accountability and better align their interests with shareholders.
• Saba Capital is bearing the full cost of the proxy solicitation, estimated at $120,000, without seeking reimbursement from the Fund.

Negatives

• The Fund has a significant trading discount to Net Asset Value (NAV), which was -7.81% as of July 8, 2025, and averaged -12.86% over the past three years.
• Saba Capital believes the current management and Board have been unable to adequately address this persistent discount.
• The current classified board structure, with trustees elected for three-year terms, is seen by Saba Capital as hindering accountability.
• Even if elected, Saba's nominee would constitute a minority (one of seven) on the Board, with no assurance of implementing desired changes without broader Board support.

Risks

• The Fund's persistent trading discount to Net Asset Value (NAV) poses a risk to shareholder value.
• The current classified board structure may reduce accountability of trustees to shareholders.
• There is no assurance that Saba's nominee, if elected, would be able to implement actions to enhance shareholder value without the support of other Board members.
• Shareholders who vote using the GOLD proxy card will only be able to vote on Saba's nominee and proposal, not on other Board seats or matters presented by the Fund's management.

Future Outlook

Saba Capital believes that electing its nominee and declassifying the Board will lead to increased accountability and ultimately help close the Fund's trading discount to Net Asset Value, enhancing shareholder value.

Management Comments

• We believe that the board of trustees of the Fund needs fresh ideas and perspectives to address the Funds trading discount.
• We are convinced that NOW is the time to take action to close the Funds discount and we urge shareholders to elect the Nominee, who we believe, if elected, would serve the best interests of all shareholders.
• Saba believes that the annual election of all trustees encourages board accountability to shareholders, which in turn boosts the boards performance.
• As one of the Funds largest shareholders, Saba is committed to improving the Fund for the benefit of all shareholders.

Industry Context

This proxy solicitation by Saba Capital Management against NYLI CBRE Global Infrastructure Megatrends Term Fund is a classic example of activist investing, particularly common in the closed-end fund space where persistent discounts to Net Asset Value (NAV) often attract shareholder activism. Activists frequently target governance structures like classified boards, advocating for declassification to enhance accountability and pressure management to address underperformance or valuation discrepancies. The focus on closing the NAV discount is a recurring theme in closed-end fund activism, aiming to unlock shareholder value.

Comparison to Industry Standards

• The Fund's discount to NAV of -7.81% (and a three-year average of -12.86%) is presented as a significant underperformance compared to its Net Asset Value, which is a common metric for evaluating closed-end funds.
• Paul Kazarian's experience as Principal Executive Officer of Saba Capital Income & Opportunities Fund (NYSE: BRW) and Saba Capital Income & Opportunities Fund II (NYSE: SABA), both registered closed-end funds, and his directorships at Miller/Howard High Income Equity Fund (NYSE: HIE), Destra Multi-Alternative Fund (NYSE: DMA), and ASA Gold and Precious Metals Limited (NYSE: ASA) demonstrate his direct comparability to the closed-end fund industry.
• The proposal to declassify the board aligns with a broader corporate governance trend towards annual elections and increased board accountability, often seen as a best practice by institutional investors and proxy advisory firms, contrasting with the Fund's current classified board structure.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if the Fund's discount to NAV is reduced and board accountability improves. Shareholders are directly impacted by the proxy vote.
• Board of Trustees: Potential for a new independent trustee and a change in the election cycle, increasing pressure for performance and accountability.
• Management: Increased scrutiny and pressure to address the Fund's trading discount and potentially adapt to a declassified board structure.

Next Steps

• Shareholders are urged to sign, date, and mail the GOLD proxy card to vote FOR Paul Kazarian as a Class III trustee and FOR the declassification of the Board.
• The Annual Meeting of shareholders is scheduled for October 1, 2025, where the proposals will be voted upon.
• Saba Capital will file and deliver supplemental proxy materials if a substitute candidate is selected or if additional nominees are added.

Key Dates

Recommendation

The activist investor, Saba Capital, is proposing significant governance changes and a new board member to address the Fund's substantial and persistent discount to Net Asset Value (NAV). This activism, coupled with a highly qualified nominee and a proposal for annual board elections, suggests a strong push to unlock shareholder value. If successful, these changes could lead to a narrowing of the NAV discount, which would directly benefit shareholders. The fact that Saba Capital is bearing the costs of the proxy fight further indicates their conviction in the potential for value creation. This situation presents an opportunity for investors to 'buy' into a potential catalyst for value realization.

Keywords

Proxy Solicitation, Activist Investor, Closed-End Fund, Discount to NAV, Corporate Governance, Board Declassification, Shareholder Value, Investment Management, NYLI CBRE Global Infrastructure Megatrends Term Fund, Saba Capital Management