DEFA14A: MEGI Board Urges Shareholders to Reject Saba's Proxy Bid

NYLI CBRE Global Infrastructure Megatrends Term Fund's Board recommends shareholders vote FOR its nominees and AGAINST Saba Capital Management's proposals to maintain long-term stability.

Summary

• The 2025 Annual Meeting of Shareholders for NYLI CBRE Global Infrastructure Megatrends Term Fund (MEGI) is scheduled for Wednesday, October 1, 2025.
• The Fund's Board of Trustees recommends shareholders vote FOR its nominees and AGAINST Saba Capital Management, L.P.'s (Saba) recommendation to change the Board's staggered-term structure.
• Shareholders are advised to vote all WHITE proxy cards received from MEGI and discard any GOLD proxy cards from Saba.
• Saba is described as a hedge fund manager with a history of implementing initiatives for short-term profits, which could impede the Fund's ability to deliver income and long-term performance.
• Saba has put forth its own nominee for election to the Board and submitted a non-binding shareholder proposal to eliminate the Fund's classified board structure.
• The Board believes Saba's nominee is likely to propose a liquidity event that could adversely impact the Fund's investment approach, create negative tax implications, and reduce distributions to shareholders.
• The Fund's classified board structure has been in place since inception, supports stability, continuity, independence, and long-term planning, and can only be amended by shareholders.
• The existing Board members offer extensive experience in fund governance, investment management, and closed-end funds.
• Shareholders who have already voted a GOLD proxy card can change their vote by signing and returning the WHITE proxy card.
• Shareholders with questions are directed to EQ Fund Solutions at 800-848-3402.

Sentiment

Score: 3

Explanation: The filing expresses a strongly negative sentiment towards Saba Capital Management's proposals, framing them as detrimental to the Fund's long-term stability and shareholder value. The Board is actively defending its current structure and strategy against an activist investor.

Positives

• The existing Board, including the Fund's nominees, possesses many years of pertinent fund governance, investment management, and closed-end fund experience.
• The Fund's classified board structure supports stability, continuity, independence, and long-term planning, having been in place and disclosed since the Fund's inception.
• The Board's current composition is seen as having a balanced set of skills essential for the Fund's management and performance.

Negatives

• Saba Capital Management, L.P. is characterized as a hedge fund manager focused on short-term profits, potentially at the expense of the Fund's long-term performance and income delivery.
• Saba's solicitation efforts offer no long-term plan for the Fund.
• A successful solicitation by Saba could disrupt MEGI's operations.
• Saba's nominee is likely to propose a liquidity event that could necessitate negative changes in the Fund's investment approach, create negative tax implications, and result in reduced distributions to shareholders.

Risks

• Disruption to MEGI's operations if Saba's solicitation is successful.
• Potential for a liquidity event proposed by Saba's nominee to adversely impact the Fund.
• Negative changes in the Fund's investment approach resulting from a liquidity event.
• Creation of negative tax implications for shareholders due to a liquidity event.
• Reduced distributions to shareholders if a liquidity event is pursued.
• Jeopardizing the balance of skills on the Board and undermining its performance and the Fund's management if existing Trustees are replaced.

Future Outlook

The Board emphasizes a commitment to long-term performance and income delivery, contrasting it with Saba's perceived short-term profit agenda. The outlook under the current Board is for continued stability and adherence to the established investment approach, while Saba's proposals are seen as potentially leading to disruptive changes and negative financial consequences for shareholders.

Management Comments

• "Our Fund's Board of Trustees recommends that you vote FOR our Fund's nominees and AGAINST Saba's recommendation to change the Board's staggered-term structure on the WHITE card from MEGI."
• "Saba is a hedge fund manager that has a history of implementing initiatives that are intended to generate short-term profits to the benefit of Saba and its investors."
• "If Saba's solicitation is successful, it could disrupt MEGI's operation."
• "Saba offers no long-term plan for our Fund."
• "Should its efforts succeed, Saba's nominee is likely to propose a liquidity event that could necessitate negative changes in our Fund's investment approach and could create negative tax implications, which may result in reduced distributions to shareholders like you."
• "The Funds classified board structure supports stability, continuity, independence, and long-term planning."
• "Replacing any of our existing Trustees will jeopardize the balance of skills that our overall Board possesses and will likely undermine the performance of our Board and our Fund's management."
• "Based upon Saba's prior actions with closed-end funds, Saba's nominee is likely to propose a liquidity event that we believe would adversely impact shareholders."

Industry Context

This filing reflects a common scenario in the closed-end fund industry where activist investors, like Saba Capital Management, target funds with the aim of unlocking shareholder value, often through advocating for liquidity events or changes to governance structures like declassifying boards. Such actions are frequently met with strong opposition from incumbent boards who argue for the benefits of long-term stability and existing strategies.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders:** Potential for reduced distributions, negative tax implications, and changes to the Fund's investment approach if Saba's proposals succeed. Conversely, maintaining the current board and structure is argued to support long-term income and performance.
• **Board of Trustees:** Potential for disruption to the balance of skills and undermining of performance if existing Trustees are replaced by Saba's nominee.

Next Steps

• Shareholders are urged to vote their WHITE proxy cards for the Fund's nominees and against Saba's proposals by the Annual Meeting on October 1, 2025.
• Shareholders who previously voted a GOLD proxy card have the right to change their vote by submitting a WHITE proxy card.

Key Dates

Recommendation

The filing is a defensive proxy statement from the Board of Trustees, urging shareholders to maintain the current governance structure and reject an activist investor's proposals. It does not contain new financial performance data but focuses on the strategic and governance implications of the proxy contest. For investors who value stability, long-term strategy, and the current management's experience, the filing reinforces a 'hold' position, as it argues against changes that could lead to negative tax implications, reduced distributions, and disruption. The recommendation is to hold, pending the outcome of the proxy vote, as the filing itself is an argument for maintaining the status quo rather than a signal for a fundamental shift in the company's value proposition.

Keywords

Proxy Contest, Shareholder Meeting, Corporate Governance, Activist Investor, Closed-End Fund, Board of Trustees, Liquidity Event, Staggered Board, NYLI CBRE Global Infrastructure Megatrends Term Fund, Saba Capital Management