DEFA14A: MainStay CBRE Global Infrastructure Megatrends Term Fund Faces Proxy Contest from Saba Capital

MainStay CBRE Global Infrastructure Megatrends Term Fund is facing a proxy contest from Saba Capital, urging shareholders to vote using the WHITE proxy card to support the Board's nominees.

Summary

• MainStay CBRE Global Infrastructure Megatrends Term Fund is holding an annual meeting where shareholders will vote on electing two Class II Trustees and ratifying the selection of KPMG LLP as the Fund's independent registered public accounting firm for the fiscal year ending May 31, 2025.
• Saba Capital Master Fund, Ltd. has nominated Paul Kazarian to the Board of Trustees, leading to a proxy contest.
• The Board of Trustees unanimously opposes the nomination of the Dissident Nominee and recommends shareholders vote using the WHITE proxy card to support the Board's nominees.
• The Board believes Saba's objectives do not align with the Fund's and could have adverse consequences for long-term investors.
• The Fund's name will change to NYLI CBRE Global Infrastructure Megatrends Term Fund effective August 28, 2024.
• Alan R. Latshaw, a current trustee, is expected to retire at the end of calendar year 2026 due to the Board's retirement policy.

Sentiment

Score: 5

Explanation: The document is primarily informational, outlining the proxy contest and the Board's recommendations. The sentiment is neutral, with some concern expressed about the potential impact of Saba Capital's involvement.

Positives

• The Board believes that the current Class II Trustee nominees are experienced and familiar with the Fund and its manager and subadvisor.
• KPMG has served as the Fund's independent registered public accounting firm since the Fund's inception in 2021.

Negatives

• Saba Capital's involvement and nomination of a trustee could lead to actions that have adverse consequences for long-term investors, according to the Board.
• The Board believes that the Dissident Nominee will seek to advance the short-term goals of the Dissident rather than the long-term goals of the Funds shareholders as a whole.

Risks

• The proxy contest could create uncertainty and potentially disrupt the Fund's strategy.
• Saba Capital's objectives may not align with the Fund's long-term investment goals.
• If shareholders do not provide voting instructions to their broker-dealer, their shares will not be voted with respect to the proposal to elect Trustees to the Board.

Future Outlook

The document outlines the upcoming annual meeting and the matters to be voted on, including the election of trustees and ratification of the accounting firm.

Management Comments

• The Board is unanimously OPPOSED to the nomination of the Dissident Nominee.
• The Board believes that the Dissident Nominee will seek to advance the short-term goals of the Dissident rather than the long-term goals of the Funds shareholders as a whole.

Industry Context

Proxy contests are a common occurrence in the closed-end fund space, where activist investors like Saba Capital seek to influence fund management and policies to unlock value or drive changes.

Comparison to Industry Standards

• The proxy contest initiated by Saba Capital is similar to other instances where activist investors target closed-end funds they believe are undervalued or poorly managed.
• The fund's board is acting in accordance with industry standards by recommending a vote for their nominees and highlighting the potential risks associated with the dissident's objectives.

Stakeholder Impact

• Shareholders are directly impacted by the outcome of the proxy vote.
• The Fund's performance and strategy could be affected by the results of the proxy contest.

Next Steps

• Shareholders need to vote on the proposals outlined in the proxy statement.
• The Fund will hold its annual meeting on September 27, 2024.
• A successor to Alan R. Latshaw is anticipated to be appointed to serve the remainder of his term when he retires at the end of 2026.

Key Dates

Keywords

proxy contest, Saba Capital, Board of Trustees, KPMG, trustees, nominees, shareholders, MEGI, Fund