DEFA14A: MEGI Urges Vote Against Saba Capital in Proxy Battle

NYLI CBRE Global Infrastructure Megatrends Term Fund's Board urges shareholders to vote for incumbent trustees and against Saba Capital Management's proposal to change the board's classified structure.

Summary

• The Board of Trustees of NYLI CBRE Global Infrastructure Megatrends Term Fund (MEGI) unanimously recommends shareholders vote FOR its nominated Incumbent Trustees.
• The Board urges shareholders to vote AGAINST Saba Capital Management, L.P.'s (Saba) recommendation to change the Board's staggered-term structure.
• Saba, a hedge fund manager, has nominated an opposing trustee and submitted a non-binding proposal to eliminate the Fund's classified board structure, which the Fund characterizes as a short-term agenda.
• Shareholders are advised to use the Fund's WHITE proxy card and discard any GOLD proxy cards received from Saba.

Sentiment

Score: 3

Explanation: The filing expresses strong concern and urgency regarding an activist investor's actions, portraying them as a threat to the Fund's stability and long-term interests. It's a defensive stance against perceived negative external influence.

Positives

• The Fund's Board of Trustees unanimously recommends voting for its Incumbent Nominees.
• The Board is actively defending the Fund's current governance structure against what it perceives as short-term initiatives.

Negatives

• Saba Capital Management, L.P. is attempting to change the Fund's board structure and nominate an opposing trustee.
• Saba's initiatives are characterized as intended to generate short-term profits, potentially to the detriment of long-term shareholders.

Risks

• If Saba's solicitation is successful, it could disrupt MEGI's operations.
• Saba's trustee nominee may propose a liquidity event that could adversely impact the Fund.
• The elimination of the Fund's classified board structure could further Saba's short-term agenda.

Future Outlook

The filing focuses on the immediate proxy contest, with the Fund's management expressing concern that a successful Saba Capital Management solicitation could disrupt operations and lead to a liquidity event adversely impacting the Fund.

Management Comments

• I am writing to ask you to vote for our nominees for Trustees of the NYLI CBRE Global Infrastructure Megatrends Term Fund (the Fund or MEGI) at the October 1, 2025 Annual Meeting of Shareholders.
• Please vote in favor of our Incumbent Nominees and against Saba Capital Management, L.P.s (Saba) recommendation to change the Boards staggered-term structure using our Funds WHITE proxy card.
• Our Fund is under attack by Saba, which also sent you proxy materials asking for your vote on an opposing trustee Saba has nominated.
• 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 Sabas solicitation is successful, it could disrupt MEGIs operation and Sabas trustee nominee may propose a liquidity event that could adversely impact our Fund.
• Our Funds Board of Trustees urges you NOT to sign any proxy cards sent to you by Saba and sign and return all WHITE proxy cards that you receive from MEGI.

Industry Context

This filing reflects a common scenario in the investment fund industry where activist hedge funds like Saba Capital Management engage in proxy contests to influence corporate governance, often seeking changes like declassifying boards or pushing for liquidity events to unlock perceived shareholder value. Such actions are frequently met with strong opposition from incumbent management, who argue for long-term stability and strategy.

Corporate Governance

Stakeholder Impact

• Shareholders: Direct impact on voting rights and potential changes to board composition and fund strategy (e.g., liquidity event). The filing urges shareholders to protect the Fund's long-term interests.
• Management/Board: The current Board and management are actively defending their positions and the Fund's existing governance structure.

Next Steps

• Shareholders to vote for the Fund's nominated Incumbent Trustees.
• Shareholders to vote against Saba Capital Management, L.P.'s recommendation to change the Board's classified structure.
• Shareholders to use the WHITE proxy card and discard any GOLD proxy cards from Saba.
• Contact EQ Fund Solutions for voting assistance.

Key Dates

Keywords

NYLI CBRE Global Infrastructure Megatrends Term Fund, MEGI, Saba Capital Management, Proxy Battle, Corporate Governance, Board of Trustees, Shareholder Vote, Classified Board, Hedge Fund Activism, Investment Fund