UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Tortoise Midstream Energy Fund, Inc
(Name of Issuer)
Common Shares, $0.001 par value
(Title of Class of Securities)
89148B200
(CUSIP Number)
Saba Capital Management, L.P.
405 Lexington Avenue
58th Floor
New York, NY 10174
Attention: Michael D'Angelo
(212) 542-4635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]
(Page 1 of 10 Pages)
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 89148B200 | SCHEDULE 13D | Page 2 of 10 Pages |
1 | NAME OF REPORTING PERSON Saba Capital Management, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
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3 | SEC USE ONLY |
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4 | SOURCE OF FUNDS OO (see Item 3) |
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER -0- |
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8 | SHARED VOTING POWER 542,621 |
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9 | SOLE DISPOSITIVE POWER -0- |
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10 | SHARED DISPOSITIVE POWER 542,621 |
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 542,621 |
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12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.12% |
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14 | TYPE OF REPORTING PERSON PN; IA |
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The percentages used herein are calculated based upon 5,361,000 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/22/23
CUSIP No. 89148B200 | SCHEDULE 13D | Page 3 of 10 Pages |
1 | NAME OF REPORTING PERSON Boaz R. Weinstein |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
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3 | SEC USE ONLY |
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4 | SOURCE OF FUNDS OO (see Item 3) |
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER -0- |
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8 | SHARED VOTING POWER 542,621 |
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9 | SOLE DISPOSITIVE POWER -0- |
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10 | SHARED DISPOSITIVE POWER 542,621 |
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 542,621 |
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12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.12% |
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14 | TYPE OF REPORTING PERSON IN |
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The percentages used herein are calculated based upon 5,361,000 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/22/23
CUSIP No. 89148B200 | SCHEDULE 13D | Page 4 of 10 Pages |
1 | NAME OF REPORTING PERSON Saba Capital Management GP, LLC |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
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3 | SEC USE ONLY |
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4 | SOURCE OF FUNDS OO (see Item 3) |
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER -0- |
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8 | SHARED VOTING POWER 542,621 |
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9 | SOLE DISPOSITIVE POWER -0- |
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10 | SHARED DISPOSITIVE POWER 542,621 |
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 542,621 |
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12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.12% |
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14 | TYPE OF REPORTING PERSON OO |
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The percentages used herein are calculated based upon 5,361,000 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/22/23
CUSIP No. 89148B200 | SCHEDULE 13D | Page 5 of 10 Pages |
Item 1. |
SECURITY AND ISSUER |
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This statement on Schedule 13D (the "Schedule 13D") relates to the common shares (the "Common Shares"), of Tortoise Midstream Energy Fund, Inc (the "Issuer"). The Issuer's principal executive offices are located at 6363 COLLEGE BOULEVARD, SUITE 100A, LEAWOOD, KS, 66211 The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. |
Item 2. |
IDENTITY AND BACKGROUND |
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(a) |
This Schedule 13D is being jointly filed by: |
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(i) |
Saba Capital Management, L.P., a Delaware limited partnership ("Saba Capital"); |
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(ii) |
Saba Capital Management GP, LLC, a Delaware limited liability company ("Saba GP"); and |
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(iii) |
Mr. Boaz R. Weinstein ("Mr. Weinstein"), |
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(together, the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. |
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The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Common Shares reported herein. |
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(b) |
The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
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(c) |
The principal business of: (i) Saba Capital is to serve as investment manager to private and public investment funds and/or accounts, (ii) Saba GP is to serve as general partner of the Saba Capital and other affiliated entities, and (iii) Mr. Weinstein, an individual, is managing member of the general partner of Saba Capital and other affiliated entities. |
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(d) |
The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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(e) |
The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. |
CUSIP No. 89148B200 | SCHEDULE 13D | Page 6 of 10 Pages |
(f) |
Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Saba GP is organized as a limited liability company under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States. |
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The Reporting Persons have executed a Joint Filing Agreement, dated March 16, 2023, with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 1. |
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Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
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Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $18,260,602 was paid to acquire the Common Shares reported herein. |
Item 4. |
PURPOSE OF TRANSACTION |
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The Reporting Persons acquired the Common Shares to which this Schedule 13D relates in the ordinary course of business for investment purposes because they believe that the Common Shares are undervalued and represent an attractive investment opportunity. On March 17, 2023, Saba Capital, on behalf of Saba Capital Master Fund, Ltd., sent a letter to the Issuer containing a shareholder proposal under Rule 14a-8, for presentation to the Issuer's shareholders at the Issuer's 2024 annual meeting of shareholders, asking the Board of Trustees of the Issuer (the "Board") take all necessary steps in its power to declassify the Board (such letter, the "Declassification Proposal Letter"). The foregoing summary of the Declassification Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Declassification Proposal Letter, a copy of which is attached as Exhibit 2 and is incorporated by reference herein. |
CUSIP No. 89148B200 | SCHEDULE 13D | Page 7 of 10 Pages |
The Reporting Persons may engage in discussions with management, the Board, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning the Reporting Persons' investment in the Common Shares and the Issuer, including, without limitation, matters concerning the Issuer's business, operations, board appointments, governance, performance, management, capitalization, trading of the Common Shares at a discount to the Issuer's net asset value and strategic plans and matters relating to the open or closed end nature of the Issuer and timing of any potential liquidation of the Issuer. The Reporting Persons may exchange information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the Issuer's business, operations, board appointments, governance, management, capitalization, strategic plans or matters relating to the open or closed end nature of the Issuer or timing of any potential liquidation of the Issuer, or propose or engage in one or more other actions set forth herein. The Reporting Persons may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including the solicitation of proxies, and may discuss such actions with the Issuer and Issuer's management and the board of directors, other stockholders of the Issuer and other interested parties. The Reporting Persons may make binding or non-binding shareholder proposals, or may nominate one or more individuals as nominees for election to the Board in connection with their investment in the Common Shares of the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by management or the Board, price levels of the Common Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Common Shares or selling some or all of their Common Shares, engaging in short selling of or any hedging or similar transactions with respect to the Common Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or additional proposals with respect to their investment in the Common Shares. The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Common Shares reported herein. |
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Item 5. |
INTEREST IN SECURITIES OF THE ISSUER |
CUSIP No. 89148B200 | SCHEDULE 13D | Page 8 of 10 Pages |
(a) |
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 5,361,000 shares of common stock outstanding as of 11/30/22, as disclosed in the company's N-CSR filed 2/22/23 |
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(b) |
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
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(c) |
The transactions in the Common Shares effected within the past sixty days by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. |
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(d) |
The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares. |
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(e) |
Not applicable. |
Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
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Other than the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. |
Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit 1: | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act. |
Exhibit 2: | Declassification Proposal Letter. |
CUSIP No. 89148B200 | SCHEDULE 13D | Page 9 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: March 20, 2023
SABA CAPITAL MANAGEMENT, L.P. | |
By: /s/ Michael D'Angelo | |
Name: Michael D'Angelo Title: Chief Compliance Officer |
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SABA CAPITAL MANAGEMENT GP, LLC | |
By: /s/ Michael D'Angelo | |
Name: Michael D'Angelo | |
Title: Authorized Signatory | |
BOAZ R. WEINSTEIN | |
By: /s/ Michael D'Angelo | |
Name: Michael D'Angelo | |
Title: Attorney-in-fact* | |
* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823 |
CUSIP No. 89148B200 | SCHEDULE 13D | Page 10 of 10 Pages |
Schedule A
This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital during the past sixty days. All transactions were effectuated in the open market through a broker.
Trade Date | Buy/Sell | Shares | Price |
3/14/2023 | Sell | (63) | 33.86 |
3/15/2023 | Sell | (838) | 32.21 |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: March 20, 2023
SABA CAPITAL MANAGEMENT, L.P. |
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/s/ Michael D'Angelo | |
Name: Michael D'Angelo Title: Chief Compliance Officer |
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SABA CAPITAL MANAGEMENT GP, LLC | |
/s/ Michael D'Angelo | |
Name: Michael D'Angelo | |
Title: Authorized Signatory | |
BOAZ R. WEINSTEIN | |
/s/ Michael D'Angelo | |
Name: Michael D'Angelo | |
Title: Attorney-in-fact* | |
Title: Attorney-in-fact* |
EXHIBIT 2
DECLASSIFICATION PROPOSAL LETTER
March 17, 2023
Via Electronic Mail and Courier
Ms. Diane Bono, Secretary
c/o Tortoise Midstream Energy Fund, Inc.
6363 College Boulevard, Suite 100A
Overland Park, KS 66211
Re: Tortoise Midstream Energy Fund, Inc. (the "Fund")
Dear Ms. Bono,
Saba Capital Management, L.P. (the "Proponent" or "Saba") is the investment adviser to Saba Capital Master Fund, Ltd., the owner of 168,072 shares of common stock, par value $0.001 per share of the Fund (the "Common Shares"), which has held continuously for more than one year shares representing a market value of $25,000 or more prior to and including the date hereof.
In accordance with Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the Proponent submits the following proposal for presentation to the Fund's stockholders at the Fund's 2024 annual meeting of stockholders, including any postponement or adjournment or special meeting held in lieu thereof (the "Meeting").
The Proponent's proposal pursuant to Rule 14a-8 of the Exchange Act (the "Proposal") is as follows:
PROPOSAL
RESOLVED, that the shareholders of Tortoise Midstream Energy Fund, Inc. (the "Fund") request that the Board of Directors of the Fund (the "Board") take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.
SUPPORTING STATEMENT
Saba believes that the annual election of all directors encourages board accountability to a company's shareholders which, in turn, boosts a board's performance thereby creating greater value for the shareholders it serves. This view is shared by many, if not the overwhelming majority of, proxy advisory firms, institutional investors and large shareholders. Companies that are attentive to their shareholder base and care about good governance have taken note, with ~90% of the S&P 500 and ~73% of the S&P 1,500 electing all of their board members annually.1
Saba is committed to improving the corporate governance of the Fund for the benefit of all shareholders. Currently, the Board is divided into three classes serving staggered three-year terms. A classified board protects the incumbents and leads to entrenchment, which in turn limits accountability to shareholders and makes the board less responsive to shareholder concerns. Empirical studies have found a statistically significant correlation between the presence of a classified board structure and a decline in firm value, with the effect even more pronounced where board classification is enshrined in a company's charter, as is the case with the Fund.2
Saba's proposal to declassify the Board is geared toward encouraging the Board to take positive steps towards the implementation of good governance and productive shareholder engagement, the totality of which, Saba believes, will allow the Fund to achieve its optimal valuation and unlock value for the Fund's shareholders.
For a greater voice in the Fund's corporate governance and to increase the accountability of the Board to shareholders, Saba urges you to vote FOR this proposal.
END OF PROPOSAL
Saba hereby represents that Saba has continuously and beneficially owned Common Shares with a market value of not less than $25,000 for at least one year prior to the date of the submission of Proposal, and intends to continue to hold the requisite number of Common Shares through the date of the Meeting. Pursuant to Rule 14a-8(b)(2)(ii)(B) of the Exchange Act, copies of the Schedule 13G/A filed with the Securities and Exchange Commission on each of February 14, 2022 and December 6, 2022 confirming the above ownership are attached as Exhibit A hereto.
In accordance with Rule 14a-8(b)(1)(iii) of the Exchange Act, the Proponent represents that its representatives are able to meet with the Fund via teleconference no less than 10 calendar days, nor more than 30 calendar days, after submission of the Proposal. The Proponent will assume that the regular business hours of the Fund's principal executive offices, which are located in Kansas, are between 9:00 a.m. and 5:30 p.m. CDT, unless otherwise notified by the Fund. To that end, certain representatives of the Proponent are available to discuss the Proposal during the following business days and at the following times by teleconference:
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1 Additionally, ~60% of the companies in the Russell 3,000 elect all their board members annually. See Matteo Tonello et al., Corporate Board Practices in the Russell 3000, S&P 500 and S&P Mid-Cap 400 (Nov. 2022) and Ernst & Young, EY Center for Board Matters: Corporate Governance by the Numbers (Mar. 2022).
2 See generally Lucian A. Bebchuk and Alma Cohen, The Costs Of Entrenched Boards (2005), Journal of Financial Economics, v78, 409-433 and Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang, Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment (2010), available at http://ssrn.com/abstract=1706806.
The Proponent's contact information is as follows:
c/o Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor
New York, New York 10174
Attn: Michael D'Angelo
Email: Michael.Dangelo@sabacapital.com
In addition, Saba would appreciate that copies of all written notices and other written or electronic communications (which shall not constitute notice) be sent to:
Schulte Roth & Zabel LLP
919 Third Avenue, Suite 2300
New York, New York 10022
Attn: Eleazer Klein
Email: Eleazer.Klein@srz.com
Please notify us as soon as possible if you would like any further information or if you believe this notice is deficient in any way or if additional information is required so that the Proponent may promptly provide it to you in order to cure any deficiency.
Thank you for your time and consideration.
Sincerely, | ||
By: | Saba Capital Management, L.P. | |
/s/ Michael D'Angelo | ||
Name: Michael D'Angelo Title: Chief Operating Officer and General Counsel |
cc: The Board of Directors of the Fund