Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☒		Definitive Additional Materials
☐		Soliciting Material Pursuant to Rule 14a-12

MAINSTAY CBRE GLOBAL INFRASTRUCTURE MEGATRENDS TERM FUND

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear Shareholder:

The 2024 Annual Meeting of Shareholders of the MainStay CBRE Global Infrastructure Megatrends Term Fund (the “Fund” or “MEGI”) is scheduled for Friday, September 27, 2024. The Fund’s Board of Trustees recommends that you vote in favor of all proposals on the WHITE card from MEGI.

 

Why reject Saba and discard the GOLD proxy card?

Saba is a hedge fund that has a history of implementing initiatives that are intended to generate short-term profits to the benefit of Saba and its investors. These initiatives can impede upon a fund’s ability to continue to deliver income and long-term performance for its shareholders. If Saba’s solicitation is successful, it could disrupt MEGI’s operation and it is likely their nominee would propose a liquidity event that could adversely impact the Fund.

What is wrong with Saba’s solicitation efforts?

Saba offers no long-term plan for the Fund. Should its efforts succeed, Saba’s nominee is likely to propose a liquidity event that could necessitate negative changes in the Fund’s investment approach and could create negative tax implications, which may result in reduced distributions to shareholders like you. In addition, based upon CBRE’s global infrastructure equity market outlook and their expectations of stable or declining interest rates, we believe a liquidity event would likely reduce the Fund’s returns to the detriment of long-term shareholders.

Why vote the White Card?

The existing Board, including the Fund’s nominees offer many years of pertinent fund governance, investment management, and closed-end fund experience. Replacing any of the existing Trustees will jeopardize the balance of skills that the overall Board possesses and will likely undermine the performance of the Board and the Fund’s management. By contrast, 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.

If you have already signed and returned a gold proxy card, you have the right as a shareholder of the Fund to change your vote before the meeting takes place. You can do this by signing and returning the WHITE proxy card sent to you by the Fund, which will replace the proxy card you previously voted. Regardless of the number of shares you own, it is important that your shares be represented at the meeting by voting your proxy.

If you have any questions, please contact our Proxy Solicitor, EQ Fund Solutions, at XXX-XXX-XXXX, Monday through Friday between the hours of 9:00 AM and 10:00 PM Eastern Time.

Thank you for voting.

Sincerely,

 

/s/ Kirk C. Lehneis

President

MainStay CBRE Global Infrastructure Megatrends Term Fund

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