UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act File Number 811-23654
MAINSTAY CBRE GLOBAL
INFRASTRUCTURE MEGATRENDS
TERM FUND
(Exact name of
Registrant as specified in charter)
51 Madison Avenue, New York, NY 10010
(Address of principal executive offices) (Zip code)
J. Kevin Gao, Esq.
30 Hudson
Street
Jersey City, New Jersey 07302
(Name and address of agent for service)
Registrant’s telephone number, including area code: (212) 576-7000
Date of fiscal year end: May 31
Date of reporting period: May 31, 2023
| Item 1. |
Reports to Stockholders. |
MainStay CBRE Global Infrastructure Megatrends Fund
Message from the President and Annual Report
May 31, 2023 | NYSE Symbol
MEGI
Sign up for e-delivery of your shareholder reports. For full
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| Not
FDIC/NCUA Insured |
Not
a Deposit |
May
Lose Value |
No
Bank Guarantee |
Not
Insured by Any Government Agency |
The Fund has adopted a managed distribution policy (the
“Distribution Policy”), pursuant to a Securities and Exchange Commission exemptive order, with the goal of providing shareholders with a consistent, although not guaranteed, monthly distribution. In accordance with the Distribution
Policy, the Fund currently expects to make monthly distributions to Common shareholders at a distribution rate per share of $0.1083. You should not draw any conclusions about the Fund’s investment performance from the amount of this
distribution or from the terms of the Fund's Distribution Policy. The Distribution Policy provides that the Board of Trustees of the Fund may amend or terminate the Distribution Policy at any time without prior notice to Fund shareholders. The Fund
does not believe there are any reasonably foreseeable circumstances that would cause the termination of the Distribution Policy. The amendment or termination of the Distribution Policy could have an adverse effect on the market price of the
Fund’s shares.
Message from the President
Elevated market volatility, driven by high levels of inflation and rising
interest rates, produced sharp disparities between the performance of market sectors and investment styles during the 12-month reporting period ended May 31, 2023. While many mega-cap technology stocks ended the period with outsized gains, energy
and cyclically sensitive infrastructure stocks trailed, undermined by weak commodity prices and concerns that higher interest rates might force the economy into recession.
In May 2022, before the start of the reporting period, U.S.
inflation stood at an annualized rate of 8.58%, up from 4.99% in May 2021 and 0.12% in May 2020. In an effort to curb inflation, the U.S. Federal Reserve (the “Fed”) raised the federal funds rate eight times during the reporting period,
hiking the benchmark federal funds rate from 0.75%–1.00% at the beginning of June 2022 to 5.00%–5.25% in May 2023—the Fed’s most aggressive series of rate increases since the 1980’s. Inflation appeared to respond,
easing steadily from a peak of 9.06% in June 2022 to 4.05% in May 2023. Although the Fed projected additional interest rate rises in 2023, by the end of the reporting period the current rate-hike cycle appeared near its end. Economic growth,
although slower, remained positive, supported by historically high levels of employment and strong consumer spending.
Equity market behavior during the reporting period reflected
the arc of monetary policy and economic developments. From June through early October 2022, as inflation raged and interest-rate increases accelerated, investors shied away from perceived risk, favoring the more defensive and value-oriented sectors
over growth-oriented shares. The S&P 500® Index, a widely regarded benchmark of U.S. market performance, declined by more than 12% during this time, despite a brief
spike higher in July and early August 2022 based on hopes that the Fed might quickly change course. The negative trend reversed from mid-October 2022 through the end of the reporting period, as inflationary pressures eased, and markets again began
to anticipate an end to rising
interest rates. Between mid-October 2022 and May 31, 2023, the S&P 500® Index regained all the ground it had lost earlier, ending in modestly positive territory. However, lingering inflation and the potential for an economic slowdown undermined
the performance of infrastructure-related shares, which lagged the performance of the broader market.
While many market observers believe the Fed has neared the end
of the current cycle of rate increases, the Fed continues to be sharply focused on its inflation target of 2%, warning that further increases are likely. Only time will tell if the market’s favorable expectations prove well-founded, and if
economic growth can stay positive despite the impact of relatively high interest rates. However, over the longer term, the megatrends of decarbonization, digital transformation and asset modernization are likely to continue reshaping the long-term
demand for infrastructure assets and driving income and growth potential.
MainStay CBRE Global Infrastructure Megatrends Fund remains
focused on these key investment megatrends, leveraging the capabilities of CBRE Investment Management team’s industry-leading real asset investment expertise, and their unmatched global network and research platform. As such, the Fund
exemplifies the one-on-one philosophy and diversified, multi-boutique investment resources that set New York Life Investments apart.
Thank you for trusting us to help meet your investment
needs.
Sincerely,
Kirk C. Lehneis
President
The opinions expressed are as of the date of this report and
are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment. Past performance is no guarantee of future
results.
Not part of the Annual Report
Certain material in this report may include statements that
constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates and information about possible or future results or events related to the Fund, market
or regulatory developments. The views expressed herein are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the
views expressed herein. The views expressed herein are subject to change at any time based upon economic, market, or other conditions and the Fund undertakes no obligation to update the views expressed herein.
Fund Performance
and Statistics (Unaudited)
Performance data quoted represents past performance of Common shares of the
Fund. Past performance is no guarantee of future results. Because of market volatility and other factors, current performance may be lower or higher than the figures shown. Investment return and principal value will fluctuate. For performance information current to the most recent month-end, please visit newyorklifeinvestments.com/megi.
The performance table and graph do not reflect the deduction
of taxes that a shareholder would pay on distributions or the sale of Fund shares.
| Average
Annual Total Returns for the Year-Ended May 31, 2023* |
| |
One
Year |
Since
Inception
10/27/21 |
| Net
Asset Value (“NAV”)1 |
(16.09)%
|
(6.94)%
|
| Market
Price1 |
(19.84)
|
(15.18)
|
| FTSE
Global Core Infrastructure 50/50 Index (Net)2 |
(9.30)
|
(2.67)
|
| *
|
Returns for
indices reflect no deductions for fees, expenses or taxes, except for foreign withholding taxes where applicable. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index. |
| 1.
|
Total
returns assume dividends and capital gains distributions are reinvested. |
| 2.
|
The
FTSE Global Core Infrastructure 50/50 Index (Net) is the Fund’s primary broad-based securities market index for comparison purposes. The FTSE Global Core Infrastructure 50/50 Index (Net) gives participants an industry-defined interpretation
of infrastructure and adjusts the exposure to certain infrastructure sub-sectors. |
Fund Statistics as of May 31, 2023
| NYSE
Symbol |
MEGI
|
Premium/Discount
1 |
(15.10)%
|
| CUSIP
|
56064Q107
|
Total
Net Assets (millions) |
$837.4
|
| Inception
Date |
10/27/2021
|
Total
Managed Assets (millions)2 |
$1,142.1
|
| Market
Price |
$13.66
|
Leverage
3 |
26.68%
|
| NAV
|
$16.09
|
|
|
| 1.
|
Premium/Discount
is the percentage (%) difference between the market price and the NAV. When the market price exceeds the NAV, the Fund is trading at a premium. When the market price is less than the NAV, the Fund is trading at a discount. |
| 2.
|
"Managed
Assets" is defined as the Fund's total assets, including assets attributable to any form of leverage minus liabilities (other than debt representing leverage and the aggregate liquidation preference of any preferred shares that may be outstanding).
|
| 3.
|
Leverage
is based on the use of funds borrowed from banks or other financial institutions, expressed as a percentage of Managed Assets. |
Portfolio Composition as of May 31, 2023†(Unaudited)
| United
States |
32.3%
|
| United
Kingdom |
13.5
|
| Spain
|
11.2
|
| Canada
|
9.4
|
| Italy
|
7.1
|
| China
|
5.5
|
| Hong
Kong |
4.7
|
| Singapore
|
4.7
|
| Australia
|
3.8%
|
| France
|
3.6
|
| Guernsey
|
2.3
|
| Ireland
|
0.9
|
| Jersey,
C.I. |
0.3
|
| Other
Assets, Less Liabilities |
0.7
|
| |
100.0%
|
| †
|
As
a percentage of Managed Assets. |
See Portfolio of Investments beginning on page 9 for
specific holdings within these categories. The Fund's holdings are subject to change.
Top Ten Holdings and/or Issuers Held as of May 31, 2023 (excluding short-term investments) (Unaudited)
| 1.
|
Enel
SpA |
| 2.
|
National
Grid plc |
| 3.
|
Enbridge,
Inc. |
| 4.
|
Enagas
SA |
| 5.
|
Atlas
Arteria Ltd. |
| 6.
|
Crown
Castle, Inc. |
| 7.
|
SSE
plc |
| 8.
|
NetLink
NBN Trust |
| 9.
|
Atlantica
Sustainable Infrastructure plc |
| 10.
|
Vistra
Corp., 7.00%-8.00%, due 10/15/26–12/15/26 |
| 6
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
Portfolio
Management Discussion and Analysis (Unaudited)
Questions answered by portfolio managers Jeremy
Anagnos, CFA, Daniel Foley, CFA, Hinds Howard and Joseph Smith, CFA, of CBRE Investment Management Listed Real Assets LLC, the Fund’s Subadvisor.
How did MainStay CBRE Global Infrastructure Megatrends Fund perform
during the 12 months ended May 31, 2023?
During the 12
months ended May 31, 2023, MainStay CBRE Global Infrastructure Megatrends Fund returned −16.09% at net asset value ("NAV") and −19.84% at market price.1
What factors affected the Fund’s performance
during the reporting period?
During the reporting
period, macroeconomic and currency volatility were elevated and negatively impacted returns. Global inflation concerns and central bank countermeasures led to heightened interest rate and market volatility; which gave rise to concerns that the
global economy was heading towards a recession. Other risk factors included an energy crisis in Europe, uncertainty due to a regional banking crisis in the United States and worries regarding the recovery in China.
These market forces tended to dominate market action despite
the Fund’s positioning across three megatrend themes—decarbonization, asset modernization and digital transformation—that we believe remain intact as long-term drivers of returns. The passage of the U.S. Inflation Reduction Act of
2022 exemplifies why we continue to maintain a constructive outlook. The bill, signed into law during the reporting period, provides significant benefits to developers of renewable resources and is likely to enhance investment opportunities, as well
as the runway for growth within the decarbonization megatrend.
What was the impact of the Fund’s distribution
policies during the reporting period?
The Fund has a
policy of seeking to maintain a consistent, although not guaranteed, monthly distribution, which may be changed at any time. The policy has no impact on the Fund’s investment strategy and may reduce the Fund’s NAV. However, we believe
the practice helps maintain the Fund’s competitiveness and may benefit the Fund’s market price and premium/discount to the Fund’s NAV. The distributions are made out of current income, supplemented by realized capital gains and, to
the extent necessary, paid-in capital, which is a nontaxable return of capital. The final determination of the source and tax status of all 2023 distributions will be made after the end of 2023 and will be provided on Form 1099-DIV.
How was the Fund’s leverage strategy implemented
during the reporting period?
The Fund continued to use
its established line of credit with a large financial institution during the reporting period. We monitor the line of credit daily, seeking to optimize the Fund’s use of the credit facility. The target level of leverage is 30%. While the
Fund’s leverage remained close to that level, market-driven volatility
caused the level to fluctuate during the reporting period. In response, we
maintained the Fund’s leverage levels slightly lower than 30%, with leverage of 26.68% as of May 31, 2023.
During the reporting period, which sectors were the
strongest positive contributors to the Fund’s performance and which sectors were particularly weak?
All megatrends and subsectors made negative contributions to
total returns during the reporting period. (Contributions take weightings and total returns into account.) Digital transformation produced the worst performance. Companies in this space proved especially vulnerable to rising interest rates. The
asset modernization megatrend also produced a significant drag on the Fund’s returns. Within this group, diversified and energy transition stocks performed relatively well. The decarbonization megatrend, which represented the Fund’s
largest group of holdings, outperformed the other megatrends. Within this group, European holdings provided the strongest contributions to returns, due to a de-risking of the regional outlook that led to a recovery from losses incurred earlier in
the reporting period.
What were some of the
Fund’s largest purchases and sales during the reporting period?
The Fund purchased NextEra Energy convertible units upon new
issuance of the securities. These securities offer a 6.9% yield until conversion, in three years, to common equity in one of the world’s leading developers of renewable resources and a significant beneficiary of the passage of the Inflation
Reduction Act. The Fund also added a position in NextEra Energy Partners, the renewable-focused, listed subsidiary of parent company NextEra Energy, as an attractive way to take advantage of the improved U.S. renewable outlook, given the
subsidiary’s strong combination of current income and future growth.
The largest sales during the reporting period included
holdings in California-based utility Edison International and U.S.-based midstream company ONEOK. We sold the Fund’s position in Edison International as the investment thesis played out and as we identified more attractive risk-adjusted return
opportunities. We significantly reduced the Fund’s position in ONEOK due to valuation concerns and the availability of more attractive risk-adjusted return opportunities.
How did the Fund’s sector weightings change during
the reporting period?
During the reporting period, we
took profits and reduced the Fund’s exposure to the asset modernization megatrend, while increasing exposure to more attractive areas in the decarbonization megatrend.
| 1.
|
See "Fund Performance and
Statistics" for more information on Fund returns. |
How was the
Fund positioned at the end of the reporting period?
As
of May 31, 2023, the Fund has allocated 57% of managed assets to the decarbonization megatrend theme, 30% to asset modernization and 13% to digital transformation. These allocations represent significant exposure to companies playing a role in the
decarbonization of the energy market, including companies—such as regulated electric utilities and integrated electric utilities—that are renewable development leaders. Within the asset modernization theme, the Fund holds exposure to
companies continuing to underpin the clean energy transition in the midstream sector, as well as companies supporting investments in clean water and transport mobility. Digital transformation remains a key, long-term secular theme in the
infrastructure market, reflecting the growing need for new assets to support the storage, processing and transmission of data. We believe the Fund is well positioned with a mix of 84% of total investments in common stock securities and 16%
in preferred/convertible preferred and other securities.
The opinions expressed are those of the portfolio managers as of
the date of this report and are subject to change. There is no guarantee that any forecasts will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.
| 8
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
Portfolio of
Investments May 31, 2023†^
| |
Shares
|
Value
|
| Closed-End
Funds 6.3% |
| Guernsey
3.1% (2.3% of Managed Assets) |
| Bluefield
Solar Income Fund Ltd. (Decarbonization) |
4,785,487
|
$ 7,726,873
|
| Renewables
Infrastructure Group Ltd. (The) (Decarbonization) |
12,280,304
|
18,331,301
|
| |
|
26,058,174
|
| Jersey,
C.I. 0.3% (0.3% of Managed Assets) |
| GCP
Asset-Backed Income Fund Ltd. (Asset Modernization) |
3,391,651
|
2,868,950
|
| United
Kingdom 2.9% (2.1% of Managed Assets) |
| Foresight
Solar Fund Ltd. (Decarbonization) |
4,888,000
|
6,433,092 |
| Greencoat
UK Wind plc (Decarbonization) |
6,240,000
|
11,565,749 |
| HICL
Infrastructure plc (Asset Modernization) |
3,340,514
|
5,975,512
|
| |
|
23,974,353
|
Total
Closed-End Funds
(Cost $59,220,593) |
|
52,901,477
|
| Common
Stocks 107.7% |
| Australia
5.1% (3.8% of Managed Assets) |
| Atlas
Arteria Ltd. (Asset Modernization) |
10,331,267
|
43,007,825
|
| Canada
10.5% (7.7% of Managed Assets) |
| Brookfield
Infrastructure Partners LP (Asset Modernization) |
436,999
|
15,683,894 |
| Enbridge,
Inc. (Asset Modernization) |
1,388,800
|
48,891,898
|
| Pembina
Pipeline Corp. (Asset Modernization) |
597,300
|
18,084,000
|
| TransAlta
Renewables, Inc. (Decarbonization) |
546,000
|
5,071,868
|
| |
|
87,731,660
|
| China
7.6% (5.5% of Managed Assets) |
| Beijing
Enterprises Water Group Ltd. (Asset Modernization) |
40,000,000
|
9,807,866
|
| Guangdong
Investment Ltd. (Asset Modernization) |
40,700,780
|
34,669,042
|
| Jiangsu
Expressway Co. Ltd. Class H (Asset Modernization) |
10,502,000
|
10,152,691
|
| Zhejiang
Expressway Co. Ltd. Class H (Asset Modernization) |
11,676,000
|
8,648,392
|
| |
|
63,277,991
|
| |
Shares
|
Value
|
| |
| France
4.8% (3.6% of Managed Assets) |
| Engie
SA (Decarbonization) |
916,110
|
$ 13,750,347
|
| Eutelsat
Communications SA (Digital Transformation) |
4,228,622
|
26,871,246
|
| |
|
40,621,593
|
| Hong
Kong 6.4% (4.7% of Managed Assets) |
| CK
Infrastructure Holdings Ltd. (Decarbonization) |
4,874,469
|
26,954,327 |
| Power
Assets Holdings Ltd. (Decarbonization) |
5,036,000
|
27,107,944
|
| |
|
54,062,271
|
| Ireland
1.3% (0.9% of Managed Assets) |
| Greencoat
Renewables plc (Decarbonization) |
9,325,490
|
10,591,017
|
| Italy
9.6% (7.1% of Managed Assets) |
| Enel
SpA (Decarbonization) |
12,884,084
|
80,675,189
|
| Singapore
6.4% (4.7% of Managed Assets) |
| Keppel
Infrastructure Trust (Asset Modernization) |
13,650,000
|
4,895,548 |
| Mapletree
Industrial Trust (Digital Transformation) |
5,162,000
|
8,665,045 |
| NetLink
NBN Trust (Digital Transformation) |
62,060,000
|
39,696,739
|
| |
|
53,257,332
|
| Spain
15.3% (11.2% of Managed Assets) |
| Atlantica
Sustainable Infrastructure plc (Decarbonization) |
1,604,400
|
38,778,348
|
| Cellnex
Telecom SA (Digital Transformation) |
333,603
|
13,518,260
|
| Enagas
SA (Asset Modernization) |
2,326,351
|
44,398,896
|
| Endesa
SA (Decarbonization) |
1,451,697
|
31,391,274
|
| |
|
128,086,778
|
| United
Kingdom 15.6% (11.4% of Managed Assets) |
| National
Grid plc (Decarbonization) |
4,999,279
|
68,780,515
|
| SSE
plc (Decarbonization) |
1,766,675
|
41,348,886
|
| United
Utilities Group plc (Asset Modernization) |
1,611,384
|
20,295,371
|
| |
|
130,424,772
|
| United
States 25.1% (18.4% of Managed Assets) |
| ALLETE,
Inc. (Decarbonization) |
231,800
|
13,808,326
|
| Clearway
Energy, Inc. Class C (Decarbonization) |
574,656
|
16,509,867
|
The notes to the financial statements are an integral part of, and
should be read in conjunction with, the financial statements.
9
Portfolio of
Investments May 31, 2023†^ (continued)
| |
Shares
|
Value
|
| Common
Stocks (continued) |
| United
States (continued) |
| Crown
Castle, Inc. (Digital Transformation) |
376,589
|
$ 42,633,641
|
| Dominion
Energy, Inc. (Decarbonization) |
369,494
|
18,578,158 |
| Medical
Properties Trust, Inc. (Asset Modernization) |
850,100
|
7,013,325 |
| NextEra
Energy Partners LP (Decarbonization) |
479,410
|
28,726,247 |
| OGE
Energy Corp. (Decarbonization) |
647,968
|
22,860,311 |
| ONEOK,
Inc. (Asset Modernization) |
242,057
|
13,714,950 |
| Public
Service Enterprise Group, Inc. (Decarbonization) |
321,700
|
19,221,575 |
| Uniti
Group, Inc. (Digital Transformation) |
1,374,800
|
5,114,256 |
| Williams
Cos., Inc. (The) (Asset Modernization) |
758,500
|
21,738,610
|
| |
|
209,919,266
|
Total
Common Stocks
(Cost $1,081,400,140) |
|
901,655,694
|
| Convertible
Preferred Stocks 8.3% |
| United
States 8.3% (6.1% of Managed Assets) |
| AES
Corp. (The) (Decarbonization) |
|
|
| 6.875%
|
331,300
|
25,881,156
|
| American
Electric Power Co., Inc. (Decarbonization) |
|
|
| 6.125%
|
97,107
|
4,748,532
|
| NextEra
Energy, Inc. (Decarbonization) |
|
|
| 6.926%
|
675,900
|
30,983,256
|
| Spire,
Inc. (Asset Modernization) |
|
|
| Series
A |
|
|
| 7.50%
|
175,000
|
8,323,000
|
Total
Convertible Preferred Stocks
(Cost $78,174,892) |
|
69,935,944
|
| |
| |
Principal
Amount |
|
| Corporate
Bonds 4.3% |
| United
States 4.3% (3.1% of Managed Assets) |
| Vistra
Corp. (Decarbonization) (a)(b) |
|
|
| 7.00%
(5 Year Treasury Constant Maturity Rate + 5.74%), due 12/15/26 |
$ 29,000,000
|
25,508,400
|
| |
Principal
Amount |
Value
|
| |
| United
States (continued) |
Vistra
Corp. (Decarbonization) (a)(b)
(continued) |
|
|
| 8.00%
(5 Year Treasury Constant Maturity Rate + 6.93%), due 10/15/26 |
$ 11,000,000
|
$ 10,241,014
|
Total
Corporate Bonds
(Cost $40,471,050) |
|
35,749,414
|
| |
| |
Shares
|
|
| Preferred
Stocks 8.7% |
| Canada
2.3% (1.7% of Managed Assets) |
| Algonquin
Power & Utilities Corp. (Decarbonization) (b) |
|
|
| 5.091%
|
54,200
|
756,604
|
| 5.162%
|
62,900
|
862,761
|
| AltaGas
Ltd. (Asset Modernization) |
|
|
| 5.393% (b)
|
76,300
|
1,107,263
|
| Brookfield
BRP Holdings Canada, Inc. (Decarbonization) |
|
|
| 4.875% (b)
|
681,794
|
10,915,522
|
| Enbridge,
Inc. (Asset Modernization) (b) |
|
|
| 4.376%
|
244,400
|
2,898,593
|
| 5.412%
|
221,400
|
2,818,263
|
| |
|
19,359,006
|
| United
States 6.4% (4.7% of Managed Assets) |
| CMS
Energy Corp. (Decarbonization) |
|
|
| 5.875%
|
406,494
|
9,871,505
|
| Digital
Realty Trust, Inc. (Digital Transformation) (b) |
|
|
| 5.20%
|
238,488
|
5,053,561
|
| 5.25%
|
206,791
|
4,400,512
|
| 5.85%
|
170,000
|
3,910,000
|
| DTE
Energy Co. (Asset Modernization) |
|
|
| 5.25%
|
157,000
|
3,689,500
|
| Duke
Energy Corp. (Decarbonization) |
|
|
| 5.75% (b)
|
297,000
|
7,543,800
|
| NextEra
Energy Capital Holdings, Inc. (Decarbonization) |
|
|
| 5.65%
|
160,000
|
3,990,400
|
| NiSource,
Inc. (Asset Modernization) |
|
|
| 6.50% (b)
|
286,000
|
7,092,800
|
| Sempra
Energy (Asset Modernization) |
|
|
| 5.75%
|
148,000
|
3,628,960
|
The notes to the financial statements are an integral part of, and
should be read in conjunction with, the financial statements.
| 10
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
| |
Shares
|
|
Value
|
| Preferred
Stocks (continued) |
| United
States (continued) |
| Spire,
Inc. (Asset Modernization) |
|
|
|
| 5.90% (b)
|
159,620
|
|
$ 3,958,576
|
| |
|
|
53,139,614
|
Total
Preferred Stocks
(Cost $85,061,393) |
|
|
72,498,620
|
| Short-Term
Investment 0.0% ‡ |
| Affiliated
Investment Company 0.0% ‡ |
| United
States 0.0% ( 0.0% ‡ of Managed Assets) |
| MainStay
U.S. Government Liquidity Fund, 5.008% (c) |
273,935
|
|
273,935
|
Total
Short-Term Investment
(Cost $273,935) |
|
|
273,935
|
Total
Investments
(Cost $1,344,602,003) |
135.3%
|
|
1,133,015,084
|
| Line
of Credit Borrowing |
(36.0)
|
|
(301,800,000)
|
| Other
Assets, Less Liabilities |
0.7
|
|
6,170,489
|
| Net
Assets |
100.0%
|
|
$
837,385,573 |
| †
|
Percentages
indicated are based on Fund net assets applicable to Common Shares. |
| ^
|
Industry
classifications may be different than those used for compliance monitoring purposes. |
| ‡
|
Less than
one-tenth of a percent. |
| (a)
|
Floating
rate—Rate shown was the rate in effect as of May 31, 2023. |
| (b)
|
Security
is perpetual and, thus, does not have a predetermined maturity date. The date shown, if applicable, reflects the next call date. |
| (c)
|
Current
yield as of May 31, 2023. |
"Managed Assets" is defined as the Fund’s total assets,
including assets attributable to any form of leverage minus liabilities (other than debt representing leverage and the aggregate liquidation preference of any preferred shares that may be outstanding), which was $1,142,136,528 as of May 31,
2023.
Investments in Affiliates (in 000's)
Investments in issuers considered to be affiliate(s) of the
Fund during the year ended May 31, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:
| Affiliated
Investment Companies |
Value,
Beginning
of Year |
Purchases
at Cost |
Proceeds
from
Sales |
Net
Realized
Gain/(Loss)
on Sales |
Change
in
Unrealized
Appreciation/
(Depreciation) |
Value,
End of
Year |
Dividend
Income |
Other
Distributions |
Shares
End of
Year |
| MainStay
U.S. Government Liquidity Fund |
$ —
|
$ 39,183
|
$ (38,909)
|
$ —
|
$ —
|
$ 274
|
$ 7
|
$ —
|
274
|
The notes to the financial statements are an integral part of,
and should be read in conjunction with, the financial statements.
11
Portfolio of
Investments May 31, 2023†^ (continued)
The following is a summary of the fair valuations according to
the inputs used as of May 31, 2023, for valuing the Fund’s assets:
| Description
|
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1) |
|
Significant
Other
Observable
Inputs
(Level 2) |
|
Significant
Unobservable
Inputs
(Level 3) |
|
Total
|
| Asset
Valuation Inputs |
|
|
|
|
|
|
|
| Investments
in Securities (a) |
|
|
|
|
|
|
|
| Closed-End
Funds |
$
52,901,477 |
|
$
— |
|
$ —
|
|
$
52,901,477 |
| Common
Stocks |
901,655,694
|
|
—
|
|
—
|
|
901,655,694
|
| Convertible
Preferred Stocks |
61,612,944
|
|
8,323,000
|
|
—
|
|
69,935,944
|
| Corporate
Bonds |
—
|
|
35,749,414
|
|
—
|
|
35,749,414
|
| Preferred
Stocks |
72,498,620
|
|
—
|
|
—
|
|
72,498,620
|
| Short-Term
Investment |
|
|
|
|
|
|
|
| Affiliated
Investment Company |
273,935
|
|
—
|
|
—
|
|
273,935
|
| Total
Investments in Securities |
$
1,088,942,670 |
|
$
44,072,414 |
|
$ —
|
|
$ 1,133,015,084
|
| (a)
|
For
a complete listing of investments and their industries, see the Portfolio of Investments. |
The table below sets forth the diversification of the
Fund’s investments by megatrend themes.
Megatrend Themes
| |
Value
|
|
Percent
|
| Decarbonization
|
$
639,514,164 |
|
76.4%
|
| Asset
Modernization |
343,363,725
|
|
41.0
|
| Digital
Transformation |
149,863,260
|
|
17.9
|
| |
1,132,741,149
|
|
135.3
|
| Short-Term
Investment |
273,935
|
|
0.0‡
|
| Line
of Credit Borrowing |
(301,800,000)
|
|
(36.0)
|
| Other
Assets, Less Liabilities |
6,170,489
|
|
0.7
|
| Net
Assets |
$
837,385,573 |
|
100.0%
|
| †
Percentages indicated are based on Fund net assets applicable to Common Shares |
| ^ Industry
classifications may be different than those used for compliance monitoring purposes. |
| ‡
Less than one-tenth of a percent. |
The notes to the financial statements are an integral part of,
and should be read in conjunction with, the financial statements.
| 12
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
Statement of
Assets and Liabilities as of May 31, 2023
| Assets
|
Investment
in unaffiliated securities, at value
(identified cost $1,344,328,068) |
$1,132,741,149
|
Investment
in affiliated investment companies, at value
(identified cost $273,935) |
273,935
|
Cash
denominated in foreign currencies
(identified cost $33) |
33
|
| Receivables:
|
|
| Dividends
and interest |
10,167,191
|
| Other
assets |
36,231
|
| Total
assets |
1,143,218,539
|
| Liabilities
|
| Payable
for Line of Credit |
301,800,000
|
| Payables:
|
|
| Manager
(See Note 3) |
1,001,638
|
| Custodian
|
26,502
|
| Professional
fees |
23,217
|
| Shareholder
communication |
14,040
|
| Trustees
|
6,282
|
| Transfer
agent |
4,252
|
| Accrued
expenses |
6,080
|
| Interest
expense and fees payable |
2,950,955
|
| Total
liabilities |
305,832,966
|
| Net
assets applicable to Common shares |
$
837,385,573 |
| Common
shares outstanding |
52,047,534
|
| Net
asset value per Common share (Net assets applicable to Common shares divided by Common shares outstanding) |
$
16.09 |
| Net
Assets Applicable to Common Shares Consist of |
| Common
shares, $0.001 par value per share, unlimited number of shares authorized |
$
52,048 |
| Additional
paid-in-capital |
1,040,350,077
|
| |
1,040,402,125
|
| Total
distributable earnings (loss) |
(203,016,552)
|
| Net
assets applicable to Common shares |
$
837,385,573 |
The notes to the financial statements are an integral part of,
and should be read in conjunction with, the financial statements.
13
Statement of
Operations for the year ended May 31, 2023
| Investment
Income (Loss) |
| Income
|
|
| Dividends-unaffiliated
(net of foreign tax withholding of $4,243,481) |
$
65,439,573 |
| Interest
|
2,762,911
|
| Dividends-affiliated
|
7,328
|
| Total
income |
68,209,812
|
| Expenses
|
|
| Manager
(See Note 3) |
12,541,485
|
| Interest
expense and fees |
14,609,355
|
| Excise
tax |
206,950
|
| Professional
fees |
107,785
|
| Custodian
|
83,366
|
| Trustees
|
29,130
|
| Transfer
agent |
28,765
|
| Miscellaneous
|
57,801
|
| Total
expenses before waiver/reimbursement |
27,664,637
|
| Reimbursement
from prior custodian(a) |
(1,792)
|
| Net
expenses |
27,662,845
|
| Net
investment income (loss) |
40,546,967
|
| Realized
and Unrealized Gain (Loss) |
| Net
realized gain (loss) on: |
|
| Unaffiliated
investment transactions |
27,756,235
|
| Foreign
currency transactions |
(256,445)
|
| Net
realized gain (loss) |
27,499,790
|
| Net
change in unrealized appreciation (depreciation) on: |
|
| Unaffiliated
investments |
(240,254,311)
|
| Translation
of other assets and liabilities in foreign currencies |
(17,307)
|
| Net
change in unrealized appreciation (depreciation) |
(240,271,618)
|
| Net
realized and unrealized gain (loss) |
(212,771,828)
|
Net
increase (decrease) in net assets to Common shares
resulting from operations |
$(172,224,861)
|
| (a)
|
Represents
a refund for overbilling of custody fees. |
The notes to the financial statements are an integral part of,
and should be read in conjunction with, the financial statements.
| 14
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
Statements of
Changes in Net Assets
for the year ended May 31, 2023 and the period October 27, 2021 (commencement of operations) through May 31, 2022
| |
2023
|
2022
|
| Increase
(Decrease) in Net Assets Applicable to Common Shares |
| Operations:
|
|
|
| Net
investment income (loss) |
$
40,546,967 |
$
29,559,525 |
| Net
realized gain (loss) |
27,499,790
|
6,238,141
|
| Net
change in unrealized appreciation (depreciation) |
(240,271,618)
|
28,686,803
|
| Net
increase (decrease) in net assets applicable to Common shares resulting from operations |
(172,224,861)
|
64,484,469
|
| Distributions
to Common shareholders |
(67,640,975)
|
(28,183,740)
|
Capital
share transactions
(Common shares): |
|
|
| Net
proceeds from sales of shares |
—
|
1,040,850,680
|
| Net
increase (decrease) in net assets applicable to Common shares |
(239,865,836)
|
1,077,151,409
|
| Net
Assets Applicable to Common Shares |
| Beginning
of year |
1,077,251,409
|
100,000
|
| End
of year |
$
837,385,573 |
$1,077,251,409
|
The notes to the financial statements are an integral part of,
and should be read in conjunction with, the financial statements.
15
Statement of Cash
Flows
for the year ended May 31, 2023
| Cash
Flows From (Used in) Operating Activities: |
| Net
decrease in net assets resulting from operations |
$(172,224,861)
|
| Adjustments
to reconcile net decrease in net assets resulting from operations to net cash used in operating activities: |
|
| Long
term investments purchased |
(325,684,444)
|
| Long
term investments sold |
475,241,931
|
| Purchase
of affiliated investments, net |
(273,934)
|
| Amortization
(accretion) of discount and premium, net |
157,863
|
| Decrease
in investment securities sold receivable |
3,691,867
|
| Increase
in dividends and interest receivable |
(1,036,043)
|
| Decrease
in other assets |
2,755
|
| Decrease
in investment securities purchased payable |
(1,332,571)
|
| Decrease
in professional fees payable |
(24,183)
|
| Decrease
in custodian payable |
(46,763)
|
| Decrease
in shareholder communication payable |
(275,765)
|
| Increase
in due to Trustees |
5,886
|
| Decrease
in due to manager |
(246,502)
|
| Decrease
in due to transfer agent |
(1,449)
|
| Decrease
in accrued expenses |
(33,525)
|
| Increase
in interest expense and fees payable |
2,007,293
|
| Net
realized gain from investments |
(27,756,235)
|
| Net
change in unrealized (appreciation) depreciation on unaffiliated investments |
240,254,311
|
| Net
cash from operating activities |
192,425,631
|
| Cash
Flows From (Used in) Financing Activities: |
| Proceeds
from line of credit |
183,000,000
|
| Payments
on line of credit |
(308,200,000)
|
| Cash
distributions paid, net of change in Common share dividend payable |
(67,640,975)
|
| Net
cash used in financing activities |
(192,840,975)
|
| Net
decrease in cash |
(415,344)
|
| Cash
at beginning of year |
415,377
|
| Cash
at end of year |
$
33 |
| Supplemental
disclosure of cash flow information: |
| The
following tables provide a reconciliation of cash reported within the Statement of Assets and Liabilities that sums to the total of the such amounts shown on the Statement of Cash Flows: |
| Cash
at beginning of year |
|
| Cash
|
$314,276
|
| Cash
denominated in foreign currencies |
101,101
|
| Total
cash shown in the Statement of Cash Flows |
$415,377
|
| Cash
at end of year |
|
| Cash
denominated in foreign currencies |
$
33 |
| Total
cash shown in the Statement of Cash Flows |
$
33 |
Cash
payments recognized as interest expense for the year ended May 31, 2023, were $12,602,062.
The notes to the financial statements are an integral part of, and should be
read in conjunction with, the financial statements.
| 16
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
Financial
Highlights selected per share data and ratios
| |
Year
Ended May 31, |
|
October
27, 2021^ through
May 31, |
| |
2023
|
|
2022
|
| Net
asset value at beginning of period applicable to Common shares |
$
20.70 |
|
$
20.00 |
| Net
investment income (loss) (a) |
0.78
|
|
0.58
|
| Net
realized and unrealized gain (loss) |
(4.09)
|
|
0.66
|
| Total
from investment operations |
(3.31)
|
|
1.24
|
| Dividends
and distributions to Common shareholders |
(1.30)
|
|
(0.54)
|
| Dilution
effect on net asset value from overallotment issuance |
—
|
|
0.00‡
|
| Net
asset value at end of period applicable to Common shares |
$
16.09 |
|
$
20.70 |
| Market
price at end of period applicable to Common shares |
$
13.66 |
|
$
18.65 |
| Total
investment return on market price (b) |
(19.84)%
|
|
(4.02)%
|
| Total
investment return on net asset value (b) |
(16.09)%
|
|
6.28%
|
Ratios
(to average net assets of Common shareholders)/
Supplemental Data: |
|
|
|
| Net
investment income (loss) |
4.51%
|
|
4.78%††
|
| Net
expenses (including interest expense and fees) (c)(d) |
3.07%
|
|
1.92%††(e)
|
| Interest
expense and fees (f) |
1.62%
|
|
0.36%††
|
| Portfolio
Turnover Rate |
26%
|
|
12%
|
| Net
assets applicable to Common shareholders at end of period (in 000’s) |
$
837,386 |
|
$
1,077,251 |
| ^
|
Commencement of
Operations |
| ‡
|
Less than
one cent per share. |
| ††
|
Annualized.
|
| (a)
|
Per share
data based on average shares outstanding during the period. |
| (b)
|
Total
investment return on market price is calculated assuming a purchase of a Common share at the market price on the first day and a sale on the last day business day of each month. Dividends and distributions are assumed to be reinvested at prices
obtained under the Fund’s dividend reinvestment plan. Total investment return on net asset value reflects the changes in net asset value during each period and assumes the reinvestment of dividends and distributions at net asset value on the
last business day of each month. This percentage may be different from the total investment return on market price, due to differences between the market price and the net asset value. For periods less than one year, total investment return is not
annualized. |
| (c)
|
In addition
to the fees and expenses which the Fund bears directly, it also indirectly bears a pro-rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the above expense ratios.
|
| (d)
|
Net of
Excise tax expense of 0.02% and 0.06% for the year ended May 31, 2023 and the period from October 27, 2021 (commencement of operations) through May 31, 2022. |
| (e)
|
The expense
ratio is higher than the Fund anticipates for a typical fiscal year due to the short fiscal period and the annualization of all expenses, some of which are fixed or non-recurring. |
| (f)
|
Interest
expense and fees relate to the Line of Credit borrowing (See Note 6). |
The notes to the financial statements are an integral part of, and should be
read in conjunction with, the financial statements.
17
Notes to Financial
Statements
Note 1–Organization and Business
MainStay CBRE Global Infrastructure Megatrends Fund (the
“Fund”) was organized as a Delaware statutory trust on March 30, 2021, and is governed by an agreement and declaration of trust (“Declaration of Trust’’). The Fund is registered under the Investment Company Act of 1940,
as amended (the “1940 Act”), as a “non-diversified”, closed-end management investment company, as those terms are defined in the 1940 Act, as interpreted or modified by regulatory authorities having jurisdiction, from time to
time. The Fund first offered Common shares through an initial public offering on October 27, 2021.
Prior to commencement of operations on October 27, 2021, the
Fund had no operations other than those relating to organizational matters and the sale of 5,000 common shares on September 17, 2021, to New York Life Investment Management Holdings LLC, the parent company of New York Life Investment Management LLC,
for $100,000. Investment operations for the Fund commenced on October 27, 2021.
Pursuant to the terms of the Declaration of Trust, the Fund
will commence the process of liquidation and dissolution at the close of business on December 15, 2033 (the “Termination Date”) unless otherwise extended by a majority of the Board of Trustees (the “Board”) (as discussed in
further detail below). Upon liquidation and termination of the Fund, shareholders will receive an amount equal to the Fund’s net asset value (“NAV”) at that time, which may be greater or less than the price at which Common shares
were issued. The Fund’s investment objectives and policies are not designed to return to investors who purchased Common shares in the initial offering of such shares their initial investment on the Termination Date and such initial investors
may receive more or less than their original investment upon termination.
Prior to the commencement of the twelve-month period preceding
the Termination Date, a majority of the Board may, without shareholder approval unless such approval is required by the 1940 Act, extend the Termination Date (i) once for up to one year and (ii) once for up to an additional six months (the
“Extended Termination Date”), upon a determination that winding up the affairs of and liquidating the Fund would not, given prevailing market conditions, be in the best interests of the Fund’s shareholders. Additionally, if the
Fund completes an Eligible Tender Offer (as defined below), a majority of the Board may, without shareholder approval unless such approval is required by the 1940 Act, eliminate the Termination Date and cause the Fund to have a perpetual existence
as a closed-end fund. An “Eligible Tender Offer” is defined as a tender offer by the Fund to purchase 100% of the then outstanding Common shares of the Fund at a price equal to the NAV per Common share on the expiration date of the
tender offer, which shall be as of a date within twelve months preceding the Termination Date.
If the payment for properly tendered Common shares would result
in the Fund’s net assets totaling less than $200 million (the “Termination Threshold”), the Eligible Tender Offer shall be canceled, no Common shares will be repurchased pursuant to the Eligible Tender Offer, and the Fund would
dissolve as set forth above. If an Eligible Tender Offer is
conducted and the payment for properly tendered Common shares would result in
the Fund’s net assets totaling greater than or equal to the Termination Threshold, all Common shares properly tendered and not withdrawn will be purchased by the Fund pursuant to the terms of the Eligible Tender Offer. The Fund may conduct an
Eligible Tender Offer upon the affirmative vote of a majority of the Board - or by an instrument signed by a majority of the Board - without a vote of the shareholders.
The Fund's investment objective is to seek a high level of
total return with an emphasis on current income.
Note
2–Significant Accounting Policies
The Fund is an
investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946
Financial Services—Investment Companies. The Fund prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America
and follows the significant accounting policies described below.
(A) Securities Valuation. Investments are usually valued as of the close of regular trading on the New York Stock Exchange (the "Exchange") (usually 4:00 p.m. Eastern time) on each day the Fund is open for business
("valuation date").
Pursuant to Rule 2a-5 under
the 1940 Act, the Board has designated New York Life Investment Management LLC (“New York Life Investments” or the "Manager")as its Valuation Designee (the "Valuation Designee"). The Valuation Designee is responsible for performing fair
valuations relating to all investments in the Fund’s portfolio for which market quotations are not readily available; periodically assessing and managing material valuation risks; establishing and applying fair value methodologies;
testing fair valuation methodologies; evaluating and overseeing pricing services; ensuring appropriate segregation of valuation and portfolio management functions; providing quarterly, annual and prompt reporting to the Board, as appropriate;
identifying potential conflicts of interest; and maintaining appropriate records. The Valuation Designee has established a valuation committee ("Valuation Committee") to assist in carrying out the Valuation Designee’s responsibilities and
establish prices of securities for which market quotations are not readily available. The Fund’s and the Valuation Designee's policies and procedures ("Valuation Procedures") govern the Valuation Designee’s selection and application of
methodologies for determining and calculating the fair value of Fund investments. The Valuation Designee may value the Fund's portfolio securities for which market quotations are not readily available and other Fund assets utilizing inputs from
pricing services and other third-party sources. The Valuation Committee meets (in person, via electronic mail or via teleconference) on an ad-hoc basis to determine fair valuations and on a quarterly basis to review fair value events with respect to
certain securities for which market quotations are not readily available, including valuation risks and back-testing results, and to preview reports to the Board.
| 18
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
The Valuation Committee establishes prices of securities for
which market quotations are not readily available based on such methodologies and measurements on a regular basis after considering information that is reasonably available and deemed relevant by the Valuation Committee. The Board shall oversee the
Valuation Designee and review fair valuation materials on a prompt, quarterly and annual basis and approve proposed revisions to the Valuation Procedures.
Investments for which market quotations are not readily
available are valued at fair value as determined in good faith pursuant to the Valuation Procedures. A market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the
Fund can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. "Fair value" is defined as the price the Fund would reasonably expect to receive upon selling an asset or liability in an orderly
transaction to an independent buyer in the principal or most advantageous market for the asset or liability. Fair value measurements are determined within a framework that establishes a three-tier hierarchy that maximizes the use of observable
market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. "Inputs" refer broadly to the assumptions that market participants would use in pricing the asset or
liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable
or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own
assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated
with investing in those assets or liabilities. The three-tier hierarchy of inputs is summarized below.
| •
|
Level
1—quoted prices (unadjusted) in active markets for an identical asset or liability |
| •
|
Level
2—other significant observable inputs (including quoted prices for a similar asset or liability in active markets, interest rates and yield curves, prepayment speeds, credit risk, etc.) |
| •
|
Level
3—significant unobservable inputs (including the Fund's own assumptions about the assumptions that market participants would use in measuring fair value of an asset or liability) |
The level of an asset or liability within the fair value
hierarchy is based on the lowest level of an input, both individually and in the aggregate, that is significant to the fair value measurement. The aggregate value by input level of the Fund’s assets and liabilities as of May 31, 2023, is
included at the end of the Portfolio of Investments.
The Fund may use third-party vendor evaluations, whose prices
may be derived from one or more of the following standard inputs, among others:
| •
Broker/dealer quotes |
•
Benchmark securities |
| •
Two-sided markets |
•
Reference data (corporate actions or material event notices) |
| •
Bids/offers |
•
Monthly payment information |
| •
Industry and economic events |
•
Reported trades |
An asset or
liability for which a market quotation is not readily available is valued by methods deemed reasonable in good faith by the Valuation Committee, following the Valuation Procedures to represent fair value. Under these procedures, the Valuation
Designee generally uses a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information. The Valuation Designee may also use an income-based
valuation approach in which the anticipated future cash flows of the asset or liability are discounted to calculate fair value. Discounts may also be applied due to the nature and/or duration of any restrictions on the disposition of the asset or
liability. Fair value represents a good faith approximation of the value of a security. Fair value determinations involve the consideration of a number of subjective factors, an analysis of applicable facts and circumstances and the exercise of
judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the Valuation Procedures may differ from valuations for the same security determined for other funds using their own valuation
procedures. Although the Valuation Procedures are designed to value a security at the price the Fund may reasonably expect to receive upon the security's sale in an orderly transaction, there can be no assurance that any fair value determination
thereunder would, in fact, approximate the amount that the Fund would actually realize upon the sale of the security or the price at which the security would trade if a reliable market price were readily available. During the year ended May 31,
2023, there were no material changes to the fair value methodologies.
Securities which may be valued in this manner include, but are
not limited to: (i) a security for which trading has been halted or suspended or otherwise does not have a readily available market quotation on a given day; (ii) a debt security that has recently gone into default and for which there is not a
current market quotation; (iii) a security of an issuer that has entered into a restructuring; (iv) a security that has been delisted from a national exchange; (v) a security subject to trading collars for which no or limited trading takes place;
and (vi) a security whose principal market has been temporarily closed at a time when, under normal conditions, it would be open. Securities valued in this manner are generally categorized as Level 2 or 3 in the hierarchy.
Certain securities, including certain closed end funds, held by
the Fund may principally trade in foreign markets. Events may occur between the time the foreign markets close and the time at which the Fund's NAVs are calculated. These events may include, but are not limited to, situations relating to a single
issuer in a market sector, significant fluctuations in U.S. or foreign markets, natural disasters, armed conflicts, governmental
Notes to Financial
Statements (continued)
actions or other developments not tied directly to the securities markets.
Should the Valuation Designee conclude that such events may have affected the accuracy of the last price of such securities reported on the local foreign market, the Valuation Designee may, pursuant to the Valuation Procedures, adjust the value of
the local price to reflect the estimated impact on the price of such securities as a result of such events. In this instance, securities are generally categorized as Level 3 in the hierarchy. Additionally, certain foreign equity securities are also
fair valued whenever the movement of a particular index exceeds certain thresholds. In such cases, the securities are fair valued by applying factors provided by a third-party vendor in accordance with the Valuation Procedures and are generally
categorized as Level 2 in the hierarchy. No foreign equity securities held by the Fund as of May 31, 2023 were fair valued in such a manner.
If the principal market of certain foreign equity securities is
closed in observance of a local foreign holiday, these securities are valued using the last closing price of regular trading on the relevant exchange and fair valued by applying factors provided by a third-party vendor in accordance with the
Valuation Procedures. These securities are generally categorized as Level 2 in the hierarchy. No securities held by the Fund as of May 31, 2023, were fair valued in such a manner.
Equity securities are valued at the last quoted sales prices as
of the close of regular trading on the relevant exchange on each valuation date. Securities that are not traded on the valuation date are valued at the mean of the last quoted bid and ask prices. Prices are normally taken from the principal market
in which each security trades. These securities are generally categorized as Level 1 in the hierarchy.
Debt securities (other than convertible and municipal bonds)
are valued at the evaluated bid prices (evaluated mean prices in the case of convertible and municipal bonds) supplied by a pricing agent or broker selected by the Valuation Designee, in consultation with the Subadvisor. The evaluations are
market-based measurements processed through a pricing application and represents the pricing agent’s good faith determination as to what a holder may receive in an orderly transaction under market conditions. The rules-based logic utilizes
valuation techniques that reflect participants’ assumptions and vary by asset class and per methodology, maximizing the use of relevant observable data including quoted prices for similar assets, benchmark yield curves and market corroborated
inputs. The evaluated bid or mean prices are deemed by the Valuation Designee, in consultation with the Subadvisor, to be representative of market values at the regular close of trading of the Exchange on each valuation date. Debt securities
purchased on a delayed delivery basis are marked to market daily until settlement at the forward settlement date. Debt securities, including corporate bonds, U.S. government and federal agency bonds, municipal bonds, foreign bonds, convertible
bonds, asset-backed securities and mortgage-backed securities are generally categorized as Level 2 in the hierarchy.
Closed-end fund NAVs are valued at market value, which will
generally be determined using the last reported official closing or last trading price on the exchange or market on which the security is primarily traded at the
time of valuation. Price information on closed-end funds is taken from the
exchange where the security is primarily traded. In addition, because closed-end funds and exchange-traded funds trade on a secondary market, their shares may trade at a premium or discount to the actual net asset value of their portfolio securities
and their shares may have greater volatility because of the potential lack of liquidity. These closed-end funds are generally categorized as Level 1 in the hierarchy.
Temporary cash investments acquired in excess of 60 days to
maturity at the time of purchase are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities and ratings), both as furnished by independent pricing
services. Temporary cash investments that mature in 60 days or less at the time of purchase ("Short-Term Investments") are valued using the amortized cost method of valuation, unless the use of such method would be inappropriate. The amortized cost
method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between such cost and the value on maturity date. Amortized cost approximates the current fair value
of a security. Securities valued using the amortized cost method are not valued using quoted prices in an active market and are generally categorized as Level 2 in the hierarchy.
The information above is not intended to reflect an exhaustive
list of the methodologies that may be used to value portfolio investments. The Valuation Procedures permit the use of a variety of valuation methodologies in connection with valuing portfolio investments. The methodology used for a specific type of
investment may vary based on the market data available or other considerations. The methodologies summarized above may not represent the specific means by which portfolio investments are valued on any particular business day.
(B) Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), applicable to regulated investment companies
and to distribute all of its taxable income to the shareholders of the Fund within the allowable time limits.
The Manager evaluates the Fund’s tax positions to
determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the
financial statements. Recognition of tax benefits of an uncertain tax position is permitted only to the extent the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Manager analyzed the
Fund's tax positions taken on federal, state and local income tax returns for all open tax years (for up to three tax years) and has concluded that no provisions for federal, state and local income tax are required in the Fund's financial
statements. The Fund's federal, state and local income tax and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state and local
departments of revenue.
| 20
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
(C) Foreign Taxes. The Fund may be subject to foreign taxes on income and other transaction-based taxes imposed by certain countries in which it invests. A portion of the taxes on gains on investments or
currency purchases/repatriation may be reclaimable. The Fund will accrue such taxes and reclaims as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.
The Fund may be subject to taxation on realized capital gains,
repatriation proceeds and other transaction-based taxes imposed by certain countries in which it invests. The Fund will accrue such taxes as applicable based upon its current interpretation of tax rules and regulations that exist in the market in
which it invests. Capital gains taxes relating to positions still held are reflected as a liability in the Statement of Assets and Liabilities, as well as an adjustment to the Fund's net unrealized appreciation (depreciation). Taxes related to
capital gains realized, if any, are reflected as part of net realized gain (loss) in the Statement of Operations. Changes in tax liabilities related to capital gains taxes on unrealized investment gains, if any, are reflected as part of the change
in net unrealized appreciation (depreciation) on investments in the Statement of Operations. Transaction-based charges are generally assessed as a percentage of the transaction amount.
(D) Dividends and Distributions to Common
Shareholders. Dividends and distributions are recorded on the ex-dividend date. Subject to its managed distribution policy, the Fund intends to distribute monthly all or a portion
of its net investment income, including current net realized capital gains, to Common shareholders. The Fund’s monthly distributions may include return of capital, which represents a return of a shareholder’s original investment in the
Fund. Dividends and distributions are determined in accordance with federal income tax regulations and may differ from determinations using GAAP. Unless a Common shareholder elects otherwise, all dividends and distributions are reinvested pursuant
to the Fund's dividend reinvestment plan. For information on the Fund’s dividend reinvestment plan, please see page 30.
(E) Security Transactions and Investment Income. The Fund records security transactions on the trade date. Realized gains and losses on security transactions are determined using the identified cost method. Dividend income is recognized
on the ex-dividend date, net of any foreign tax withheld at the source, and interest income is accrued as earned using the effective interest rate method. Distributions received from real estate investment trusts may be classified as dividends,
capital gains and/or return of capital. Discounts and premiums on securities purchased by the Fund, other than temporary cash investments that mature in 60 days or less at the time of purchase, are accreted and amortized, respectively, using the
effective interest rate method.
(F) Expenses.
The expenses borne by the Fund, including those of related parties to the Fund, are shown in the Statement of Operations. Certain expenses of the Fund are allocated in proportion
to other funds within the MainStay Group of Funds.
Additionally, the Fund may invest in other funds, which are
subject to management fees and other fees that may cause the costs of investing in other funds to be greater than the costs of owning the underlying securities directly. These indirect expenses of other funds are not included in the amounts shown as
expenses in the Statement of Operations or in the expense ratios included in the Financial Highlights.
(G) Use of Estimates. In preparing financial statements in conformity with GAAP, the Manager makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates and assumptions.
(H) Foreign Currency Transactions. The Fund's books and records are maintained in U.S. dollars. Prices of securities denominated in foreign currency amounts are translated into U.S. dollars at the mean between the buying and
selling rates last quoted by any major U.S. bank at the following dates:
(i) market value of investment securities, other assets and
liabilities— at the valuation date; and
(ii)
purchases and sales of investment securities, income and expenses—at the date of such transactions.
The assets and liabilities that are denominated in foreign
currency amounts are presented at the exchange rates and market values at the close of the period. The realized and unrealized changes in net assets arising from fluctuations in exchange rates and market prices of securities are not separately
presented.
Net realized gain (loss) on foreign currency
transactions represents net currency gains or losses realized as a result of differences between the amounts of securities sale proceeds or purchase cost, dividends, interest and withholding taxes as recorded on the Fund's books, and the U.S. dollar
equivalent amount actually received or paid. Net currency gains or losses from valuing such foreign currency denominated assets and liabilities, other than investments at valuation date exchange rates, are reflected in unrealized foreign exchange
gains or losses.
(I) Statement of Cash Flows. The cash amount shown in the Fund’s Statement of Cash Flows is the amount included in the Fund’s Statement of Assets and Liabilities and represents the cash on hand at its
custodian and restricted cash, if any, as of May 31, 2023.
(J) Foreign Securities Risk. The Fund invests in foreign securities, which carry certain risks that are in addition to the usual risks inherent in domestic securities. Foreign regulatory regimes and securities
markets can have less stringent investor protections and disclosure standards and less liquid trading markets than U.S. regulatory regimes and securities markets, and can experience political, social and economic developments that may affect the
value of investments in foreign securities. These risks include those resulting from currency fluctuations, future adverse political or economic developments and possible imposition of currency exchange blockages or other foreign governmental laws
or restrictions. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate the Fund's ability to
Notes to Financial
Statements (continued)
purchase or sell certain foreign securities or groups of foreign securities,
and thus may make the Fund's investments in such securities less liquid or more difficult to value. These risks are likely to be greater in emerging markets than in developed markets. The ability of issuers of debt securities held by the Fund to
meet their obligations may be affected by, among other things, economic or political developments in a specific country, industry or region.
(K) Indemnifications. Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities that may arise out of performance of their duties to the Fund.
Additionally, in the normal course of business, the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and that may provide general indemnifications. The Fund's maximum exposure
under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. The Manager believes that the risk of loss in connection with these potential indemnification obligations is
remote. However, there can be no assurance that material liabilities related to such obligations will not arise in the future, which could adversely impact the Fund.
Note 3–Fees and Related Party Transactions
(A) Manager and Subadvisor. New York Life Investments, a registered investment adviser and an indirect, wholly-owned subsidiary of New York Life Insurance Company ("New York Life"), serves as the Fund's Manager
pursuant to a Management Agreement ("Management Agreement"). The Manager provides offices, conducts clerical, recordkeeping and bookkeeping services and keeps most of the financial and accounting records required to be maintained by the Fund. Except
for the portion of salaries and expenses that are the responsibility of the Fund, the Manager pays the salaries and expenses of all personnel affiliated with the Fund and certain operational expenses of the Fund. The Fund reimburses New York
Life Investments an amount equal to the portion of the compensation of the Chief Compliance Officer attributable to the Fund. CBRE Investment Management Listed Real Assets LLC ("CBRE" or the "Subadvisor"), a registered investment adviser, serves as
the Subadvisor to the Fund and is responsible for the day-to-day portfolio management of the Fund. Pursuant to the terms of a Subadvisory Agreement ("Subadvisory Agreement") between New York Life Investments and CBRE, New York Life Investments pays
for the services of the Subadvisor.
Under the
Management Agreement, the Fund pays the Manager a monthly fee for the services performed and the facilities furnished at an annual rate of 1.00% of the “Managed Assets”. "Managed Assets" is defined as the Fund's total assets, including
assets attributable to any form of leverage minus liabilities (other than debt representing leverage and the aggregate liquidation preference of any preferred shares that may be outstanding).
During the year ended May 31, 2023, New York Life Investments
earned fees from the Fund in the amount of $12,541,485 and paid the Subadvisor in the amount of $6,270,742.
JPMorgan Chase Bank, N.A. ("JPMorgan") provides sub-administration and
sub-accounting services to the Fund pursuant to an agreement with New York Life Investments. These services include calculating the daily NAVs of the Fund, maintaining the general ledger and sub-ledger accounts for the calculation of the Fund's
NAVs, and assisting New York Life Investments in conducting various aspects of the Fund's administrative operations. For providing these services to the Fund, JPMorgan is compensated by New York Life Investments.
Pursuant to an agreement between the Fund and New York Life
Investments, New York Life Investments is responsible for providing or procuring certain regulatory reporting services for the Fund. The Fund will reimburse New York Life Investments for the actual costs incurred by New York Life Investments in
connection with providing or procuring these services for the Fund.
(B) Transfer, Dividend Disbursing and Shareholder Servicing
Agent. Computershare Trust Company, N.A. (“Computershare”), 150 Royall Street, Canton, Massachusetts, 02021, is the Fund’s transfer, dividend disbursing and
shareholder servicing agent pursuant to an agreement between the Fund and Computershare.
Note 4-Federal Income Tax
As of May 31, 2023, the cost and unrealized appreciation
(depreciation) of the Fund’s investment portfolio, including applicable derivative contracts and other financial instruments, as determined on a federal income tax basis, were as follows:
| |
Federal
Tax
Cost |
Gross
Unrealized
Appreciation |
Gross
Unrealized
(Depreciation) |
Net
Unrealized
Appreciation/
(Depreciation) |
| Investments
in Securities |
$1,350,678,466
|
$13,844,974
|
$(231,508,356)
|
$(217,663,382)
|
As of May 31, 2023, the components
of accumulated gain (loss) on a tax basis were as follows:
Ordinary
Income |
Accumulated
Capital
and Other
Gain (Loss) |
Other
Temporary
Differences |
Unrealized
Appreciation
(Depreciation) |
Total
Accumulated
Gain (Loss) |
| $717,658
|
$13,927,068
|
$—
|
$(217,661,278)
|
$(203,016,552)
|
The difference between book-basis
and tax-basis unrealized appreciation (depreciation) is primarily due to wash sales, a debt security treated as equity for tax, and Passive Foreign Investment Company (“PFIC”) adjustments.
The following table discloses the current year
reclassifications between total distributable earnings (loss) and additional paid-in capital arising
| 22
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
from permanent differences; net assets as of May 31, 2023 were not
affected.
| |
Total
Distributable
Earnings (Loss) |
Additional
Paid-In
Capital |
| |
$206,950
|
$(206,950)
|
The reclassifications for the Fund
are primarily due to excise tax paid.
For the year ended
May 31, 2023 and the period from October 27, 2021 (commencement of operations) through May 31, 2022, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:
| |
2023
|
2022
|
| Distributions
paid from: |
|
|
| Ordinary
Income |
$62,143,739
|
$28,183,740
|
| Long-Term
Capital Gains |
5,497,236
|
—
|
| Total
|
$67,640,975
|
$28,183,740
|
Note 5–Custodian
JPMorgan is the custodian of cash and securities held by the
Fund. Custodial fees are charged to the Fund based on the Fund's net assets and/or the market value of securities held by the Fund and the number of certain transactions incurred by the Fund.
Note 6–Line of Credit
The Fund maintains a line of credit under a credit agreement
with The Bank of New York Mellon ("BNY Mellon") dated November 4, 2021 (the "Credit Agreement") in order to achieve its investment objective. The aggregate commitment amount is $500,000,000. Under the Credit Agreement, the Fund is subject to (i) a
financing charge of the Overnight Bank Funding Rate plus 0.75% on drawn assets and (ii) a commitment fee at an annual rate of 0.25% of undrawn portions of the credit facility to the extent the credit facility utilization rate is less than 80%. The
Credit Agreement expires on December 15, 2031, unless otherwise terminated at an earlier date. During the year ended May 31, 2023, the Fund utilized the line of credit for 365 days, maintained an average daily balance of $351,497,534 at a
weighted average interest rate of 4.16% and incurred interest expense in the amount of $14,609,355. As of May 31, 2023, borrowings outstanding with respect to the Fund under the Credit Agreement were $301,800,000.
Note 7–Purchases and Sales of Securities (in
000’s)
During the year ended May 31, 2023,
purchases and sales of securities, other than short-term securities, were $325,684 and $468,200, respectively.
Note 8–Capital Share Transactions
Transactions in capital shares for the year ended May 31, 2023
and period October 27, 2021 (commencement of operations) through May 31, 2022, were as follows:
| Common
Shares(a) |
Shares
|
Amount
|
| Period
October 27, 2021 (commencement of operations) through May 31, 2022: |
|
|
| Shares
sold |
52,042,534
|
$1,040,850,680
|
| (a)
|
No
activity during the year ended May 31, 2023. |
Note 9–Other Matters
As of the date of this report, interest rates in the United
States and many parts of the world, including certain European countries, continue to ascend from historically low levels. Thus, the Fund currently faces a heightened level of risk associated with rising interest rates. This could be driven by a
variety of factors, including but not limited to central bank monetary policies, changing inflation or real growth rates, general economic conditions, increasing bond issuances or reduced market demand for low yielding investments.
Social, political, economic and other conditions and events,
such as war, natural disasters, health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate changes and supply chain disruptions, may occur and could significantly impact the
Fund, issuers, industries, governments and other systems, including the financial markets. Developments that disrupt global economies and financial markets, such as COVID-19, the conflict in Ukraine, and the failures of certain U.S. and non-U.S.
banks, may magnify factors that affect the Fund's performance.
Note 10–Subsequent Events
In connection with the preparation of the financial statements
of the Fund as of and for the year ended May 31, 2023, events and transactions subsequent to May 31, 2023, through the date the financial statements were issued have been evaluated by the Manager for possible adjustment and/or disclosure. No
subsequent events requiring financial statement adjustment or disclosure have been identified, other than the following:
The Board considered and approved changing the Fund’s
name effective June 30, 2023. The new name will be MainStay CBRE Global Infrastructure Megatrends Term Fund.
On June 14, 2023, the Fund declared a dividend in the amount of
$0.1083 per Common share, payable June 30, 2023, to shareholders of record on June 26, 2023.
On July 14, 2023, the Fund declared a dividend in the amount of
$0.1083 per Common share, payable July 31, 2023, to shareholders of record on July 24, 2023.
Notes to Financial
Statements (continued)
On July 20, 2023, the Board considered and approved an increase
in the non-guaranteed monthly distribution under the Distribution Policy from $1.30 per share per year to $1.50 per share per year. Thus, effective with the August 2023 distribution, payable August 31, 2023, the Fund will declare a dividend in the
amount of $0.125 per Common share, to shareholders of record on August 24, 2023.
| 24
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
Report of Independent Registered
Public Accounting Firm
To the Shareholders of the Fund and Board of Trustees
MainStay CBRE Global Infrastructure Megatrends Fund:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and
liabilities of MainStay CBRE Global Infrastructure Megatrends Fund (the Fund), including the portfolio of investments, as of May 31, 2023, the related statements of operations and cash flows for the year then ended, the statements of changes in net
assets for the year then ended and for the period from October 27, 2021 (commencement of operations) through May 31, 2022, and the related notes (collectively, the financial statements), and the financial highlights for the year then ended and for
the period from October 27, 2021 through May 31, 2022. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of May 31, 2023, the results of its operations
and its cash flows for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period from October 27, 2021 through May 31, 2022, in conformity with U.S. generally accepted accounting
principles.
Basis for Opinion
These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of May 31, 2023, by correspondence with the custodian. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable
basis for our opinion.
We have served as
the auditor of one or more New York Life Investment Management investment companies since 2003.
Philadelphia, Pennsylvania
July 24, 2023
Board
Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited)
The continuation of the Management Agreement with respect to the MainStay CBRE
Global Infrastructure Megatrends Fund (“Fund”) and New York Life Investment Management LLC (“New York Life Investments”) and the Subadvisory Agreement between New York Life Investments and CBRE Investment Management Listed
Real Assets LLC (“CBRE”) with respect to the Fund (together, “Advisory Agreements”) is subject to annual review and approval by the Board of Trustees of the Fund (“Board”) in accordance with Section 15 of the
Investment Company Act of 1940, as amended (“1940 Act”). At its December 6–7, 2022 meeting, the Board, which is comprised solely of Trustees who are not an “interested person” (as such term is defined in the 1940
Act) of the Fund (“Independent Trustees”), unanimously approved the continuation of each of the Advisory Agreements for a one-year period.
In reaching the decision to approve the continuation of each of
the Advisory Agreements, the Board considered information and materials furnished by New York Life Investments and CBRE in connection with an annual contract review process undertaken by the Board that took place at meetings of the Board and its
Contracts Committee during October 2022 through December 2022, including information and materials furnished by New York Life Investments and CBRE in response to requests prepared on behalf of the Board, and in consultation with the Board, by
independent legal counsel to the Independent Trustees, which encompassed a variety of topics, including those summarized below. Information and materials requested by and furnished to the Board for consideration in connection with the contract
review process included, among other items, reports on the Fund and “peer funds” prepared by Institutional Shareholder Services Inc. (“ISS”), an independent third-party service provider engaged by the Board to report
objectively on the Fund’s investment performance, management fee and total expenses. The Board also considered information on the fees charged to other investment advisory clients of New York Life Investments and/or CBRE that follow
investment strategies similar to those of the Fund, if any, and, when applicable, the rationale for any differences in the Fund’s management and subadvisory fees and the fees charged to those other investment advisory clients. In
addition, the Board considered information regarding the legal standards and fiduciary obligations applicable to its consideration of the continuation of each of the Advisory Agreements. The contract review process, including the structure and
format for information and materials provided to the Board, has been developed in consultation with the Board. The Independent Trustees also met in executive sessions with their independent legal counsel and, for portions thereof, with senior
management of New York Life Investments.
The
Board’s deliberations with respect to the continuation of each of the Advisory Agreements reflect a year-long process, and the Board also took into account information furnished to the Board and its Committees throughout the year, as deemed
relevant and appropriate by the Trustees, including, among other items, reports on investment performance of the Fund and investment-related matters for the Fund as well as presentations from New York Life Investments and, generally annually, CBRE
personnel. In addition, the Board took into account other information provided by New York Life Investments throughout the year,
including, among other items, periodic reports on legal and compliance
matters, risk management, portfolio turnover, brokerage commissions and non-advisory services provided to the Fund by New York Life Investments, as deemed relevant and appropriate by the Trustees.
In considering the continuation of each of the Advisory
Agreements, the Trustees reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of legal advice furnished to them by independent legal counsel to the Independent Trustees and through the
exercise of their own business judgment. Although individual Trustees may have weighed certain factors or information differently and the Board did not consider any single factor or information controlling in reaching its decision, the factors
that figured prominently in the Board’s consideration of the continuation of each of the Advisory Agreements are summarized in more detail below and include, among other factors: (i) the nature, extent and quality of the services provided to
the Fund by New York Life Investments and CBRE; (ii) the qualifications of the portfolio managers of the Fund and the historical investment performance of the Fund, New York Life Investments and CBRE; (iii) the costs of the services provided, and
profits realized, by New York Life Investments and CBRE with respect to their relationships with the Fund; (iv) the extent to which economies of scale have been realized or may be realized if the Fund grows and the extent to which any economies of
scale have been shared, have benefited or may benefit the Fund’s shareholders; and (v) the reasonableness of the Fund’s management and subadvisory fees and total ordinary operating expenses. Although the Board recognized that
comparisons between the Fund’s fees and expenses and those of other funds are imprecise given different terms of agreements, variations in fund strategies and other factors, the Board considered the reasonableness of the Fund’s
management fee and total ordinary operating expenses as compared to the peer funds identified by ISS. Throughout their considerations, the Trustees acknowledged the commitment of New York Life Investments and its affiliates to serve the
MainStay Group of Funds, as well as their capacity, experience, resources, financial stability and reputations. The Trustees also acknowledged the entrepreneurial and other risks assumed by New York Life Investments in sponsoring and managing
the Fund. With respect to the Subadvisory Agreement, the Board took into account New York Life Investments’ recommendation to approve the continuation of the Subadvisory Agreement. Additionally, the Board took into account the Fund’s
structure as a limited term trust.
The Trustees noted
that, throughout the year, the Trustees are afforded an opportunity to ask questions of, and request additional information or materials from, New York Life Investments and CBRE. The Board’s decision with respect to each of the Advisory
Agreements may have also been based, in part, on the Board’s knowledge of New York Life Investments and CBRE resulting from, among other things, the Board’s consideration of each of the Advisory Agreements in prior years, the advisory
agreements for other funds in the MainStay Group of Funds, the Board’s review throughout the year of the performance and operations of other funds in the MainStay Group of Funds and each Trustee’s business judgment and industry
experience. In addition to considering the
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above-referenced factors, the Board observed that in the marketplace there are
a range of investment options available to investors and that the Fund’s shareholders, having had the opportunity to consider other investment options, have chosen to invest in the Fund.
The factors that figured prominently in the Board’s
decision to approve the continuation of each of the Advisory Agreements during its December 6–7, 2022 meeting are summarized in more detail below.
Nature, Extent and Quality of Services Provided by New York
Life Investments and CBRE
The Board examined the nature,
extent and quality of the services that New York Life Investments provides to the Fund. The Board evaluated New York Life Investments’ experience and capabilities in serving as manager of the Fund and another listed closed-end fund and
considered that the Fund operates in a “manager-of-managers” structure. The Board also considered New York Life Investments’ responsibilities and services provided pursuant to this structure, including overseeing the services
provided by CBRE, evaluating the performance of CBRE, making recommendations to the Board as to whether the Subadvisory Agreement should be renewed, modified or terminated and periodically reporting to the Board regarding the results of New York
Life Investments’ evaluation and monitoring functions. The Board noted that New York Life Investments manages other mutual funds, serves a variety of other investment advisory clients, including other pooled investment vehicles, and has
experience overseeing mutual fund service providers, including subadvisors. The Board also noted that the services provided to the Fund as a closed-end fund may differ from the services provided to open-end funds and other investment advisory
clients, such as compliance services provided in connection with the Fund’s use of leverage and trading of Fund shares on the New York Stock Exchange. The Board considered the experience of senior personnel at New York Life Investments
providing management and administrative and other non-advisory services to the Fund. The Board observed that New York Life Investments devotes significant resources and time to providing management and administrative and other non-advisory
services to the Fund, including New York Life Investments’ oversight and due diligence reviews of CBRE and ongoing analysis of, and interactions with, CBRE with respect to, among other things, the Fund’s investment performance and risks
as well as CBRE’s investment capabilities and subadvisory services with respect to the Fund.
The Board also considered the range of services that New York
Life Investments provides to the Fund under the terms of the Management Agreement, including: (i) fund accounting and ongoing supervisory services provided by New York Life Investments’ Fund Administration and Accounting Group; (ii) investment
supervisory and analytical services provided by New York Life Investments’ Investment Consulting Group; (iii) compliance services provided by the Fund’s Chief Compliance Officer as well as New York Life Investments’ compliance
department, including supervision and implementation of the Fund’s compliance program; (iv) legal services provided by New York Life Investments’ Office of the General Counsel; and (v) risk management monitoring and analysis by
compliance and investment personnel. In addition, the Board considered
New York Life Investments’ willingness to invest in personnel and other resources, such as cyber security, information security and business continuity planning, designed to benefit the Fund and noted that New York Life Investments is
responsible for compensating the Fund’s officers, except for a portion of the salary of the Fund’s Chief Compliance Officer. The Board recognized that New York Life Investments provides certain other non-advisory services to the
Fund and has provided an increasingly broad array of non-advisory services to the MainStay Group of Funds as a result of regulatory and other developments, including in connection with the implementation of the MainStay Group of Funds’
derivatives risk management program and policies and procedures adopted pursuant to Rule 18f-4 under the 1940 Act.
The Board also examined the range, and the nature, extent and
quality, of the investment advisory services that CBRE provides to the Fund and considered the terms of each of the Advisory Agreements. The Board evaluated CBRE’s experience and performance in serving as subadvisor to the Fund and
advising other portfolios and CBRE’s track record and experience in providing investment advisory services as well as the experience of investment advisory, senior management and administrative personnel at CBRE. The Board considered New York
Life Investments’ and CBRE’s overall resources, legal and compliance environment, capabilities, reputation, financial condition and history. In addition to information provided in connection with quarterly meetings with the
Fund’s Chief Compliance Officer, the Board considered information regarding the compliance policies and procedures of New York Life Investments and CBRE and acknowledged their commitment to further developing and strengthening compliance
programs relating to the Fund. The Board also considered CBRE’s ability to recruit and retain qualified investment professionals and willingness to invest in personnel and other resources to service and support the Fund. In this
regard, the Board considered the qualifications and experience of the Fund’s portfolio managers, the number of accounts managed by the portfolio managers and the method for compensating the portfolio managers.
In addition, the Board considered information provided by New
York Life Investments and CBRE regarding the operations of their respective business continuity plans in response to the COVID-19 pandemic and the continued remote work environment.
Based on these considerations, among others, the Board
concluded that the Fund would likely continue to benefit from the nature, extent and quality of these services.
Investment Performance
In evaluating the Fund’s investment performance, the
Board considered investment performance results over various periods in light of the Fund’s investment objective, strategies and risks. The Board considered investment reports on, and analysis of, the Fund’s performance provided to
the Board throughout the year. These reports include, among other items, information on the Fund’s use of leverage, the Fund’s gross and net returns, the Fund’s investment performance compared to a relevant
Board
Consideration and Approval of Management Agreement and Subadvisory Agreement (Unaudited) (continued)
investment category and the Fund’s benchmark, the Fund’s
risk-adjusted investment performance and the Fund’s investment performance as compared to peer funds, as appropriate, as well as portfolio attribution information and commentary on the effect of market conditions. The Board also
considered information provided by ISS showing the investment performance of the Fund as compared to peer funds. In addition, the Board reviewed the methodology used by ISS to construct the group of peer funds for comparative purposes.
The Board also took into account its discussions with senior
management at New York Life Investments concerning the Fund’s investment performance over various periods as well as discussions between the Fund’s portfolio management team and the members of the Board’s Investment Committee,
which generally occur on an annual basis. In addition, the Board considered any specific actions that New York Life Investments or CBRE had taken, or had agreed to take, to seek to enhance Fund investment performance and the results of those
actions.
Based on these considerations, among others, the
Board concluded that its review of the Fund’s investment performance and related information supported a determination to approve the continuation of each of the Advisory Agreements.
Costs of the Services Provided, and Profits and Other Benefits
Realized, by New York Life Investments and CBRE
The Board
considered the costs of the services provided under each of the Advisory Agreements. The Board also considered the profits realized by New York Life Investments and its affiliates due to their relationships with the Fund as well as the MainStay
Group of Funds. With respect to the profitability of CBRE’s relationship with the Fund, the Board considered information from New York Life Investments that CBRE’s subadvisory fee reflected an arm’s-length negotiation and that this
fee is paid by New York Life Investments, not the Fund, and the relevance of CBRE’s profitability was considered by the Trustees in that context. On this basis, the Board primarily considered the costs and profitability for New York Life
Investments and its affiliates with respect to the Fund.
In addition, the Board acknowledged the difficulty in obtaining
reliable comparative data about mutual fund managers’ profitability because such information generally is not publicly available and may be impacted by numerous factors, including the structure of a fund manager’s organization, the types
of funds it manages, the methodology used to allocate certain fixed costs to specific funds and the manager’s capital structure and costs of capital.
In evaluating the costs of the services provided by New York
Life Investments and CBRE and profits realized by New York Life Investments and its affiliates and CBRE, the Board considered, among other factors, New York Life Investments’ and its affiliates’ and CBRE’s continuing investments
in, or willingness to invest in, personnel and other resources to support and further enhance the management of the Fund, and that New York Life Investments is responsible for paying the subadvisory fee for the Fund. The Board also considered
the financial resources of New York Life Investments and CBRE and acknowledged that New York Life
Investments and CBRE must be in a position to recruit and retain experienced
professional personnel and to maintain a strong financial position for New York Life Investments and CBRE to continue to provide high-quality services to the Fund. The Board recognized that the Fund benefits from the allocation of certain
fixed costs among the funds in the MainStay Group of Funds, among other expected benefits resulting from its relationship with New York Life Investments.
The Board considered information regarding New York Life
Investments’ methodology for calculating profitability and allocating costs provided by New York Life Investments in connection with the fund profitability analysis presented to the Board. The Board noted it had previously engaged an
independent consultant to review the methods used to allocate costs among the funds in the MainStay Group of Funds. The Board also noted that the independent consultant had concluded that New York Life Investments’ methods for allocating
costs and procedures for estimating overall profitability of the relationship with the funds in the MainStay Group of Funds are reasonable and that New York Life Investments continued to use the same method of calculating profit and allocating costs
since the independent consultant’s review. The Board recognized the difficulty in calculating and evaluating a manager’s profitability with respect to the Fund and considered that other profitability methodologies may also be
reasonable.
The Board also considered certain fall-out
benefits that may be realized by New York Life Investments and its affiliates and CBRE and its affiliates due to their relationships with the Fund, including reputational and other indirect benefits. The Board recognized, for example, the benefits
to CBRE from legally permitted “soft-dollar” arrangements by which brokers provide research and other services to CBRE in exchange for commissions paid by the Fund with respect to trades in the Fund’s portfolio securities. In this
regard, the Board also requested and considered information from New York Life Investments concerning other material business relationships between CBRE and its affiliates and New York Life Investments and its affiliates and considered the existence
of a strategic partnership between New York Life Investments and CBRE that relates to certain current and future products and represents a potential conflict of interest associated with New York Life Investments’ recommendation to approve the
Subadvisory Agreement. In addition, the Board considered its review of the management agreement for a money market fund advised by New York Life Investments and an affiliated subadvisor that serves as an investment option for the Fund,
including the potential rationale for and costs associated with investments in this money market fund by the Fund, if any, and considered information from New York Life Investments that the nature and type of specific investment advisory services
provided to this money market fund are distinct from, or in addition to, the investment advisory services provided to the Fund.
The Board noted that, although it assessed the overall
profitability of the relationship with the Fund to New York Life Investments and its affiliates as part of the contract review process, when considering the reasonableness of the fee paid to New York Life Investments under the Management Agreement,
the Board considered the profitability of New York Life Investments’ relationship with the Fund on a pre-tax basis.
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After evaluating the information deemed relevant by the
Trustees, the Board concluded that any profits realized by New York Life Investments and its affiliates due to their relationships with the Fund were not excessive, other expected benefits that may accrue to New York Life Investments and its
affiliates are reasonable and other expected benefits that may accrue to CBRE and its affiliates are consistent with those expected for a subadvisor to a mutual fund. With respect to CBRE, the Board considered that any profits realized by CBRE due
to its relationship with the Fund are the result of arm’s-length negotiations between New York Life Investments and CBRE, acknowledging that any such profits are based on the subadvisory fee paid to CBRE by New York Life Investments, not the
Fund.
Management and Subadvisory Fees and Total Ordinary
Operating Expenses
The Board evaluated the reasonableness
of the fee paid under each of the Advisory Agreements and the Fund’s total ordinary operating expenses. The Board primarily considered the reasonableness of the management fee paid by the Fund to New York Life Investments because the
subadvisory fee paid to CBRE is paid by New York Life Investments, not the Fund. The Board also considered the reasonableness of the subadvisory fee paid by New York Life Investments and the amount of the management fee retained by New York
Life Investments.
In assessing the reasonableness of the
Fund’s fees and expenses, the Board primarily considered comparative data provided by ISS on the fees and expenses charged by similar closed-end funds managed by other investment advisers. The Board reviewed the methodology used by ISS to
construct the group of peer funds for comparative purposes. In addition, the Board considered information provided by New York Life Investments and CBRE on fees charged to other investment advisory clients, including institutional separate accounts
and/or other funds that follow investment strategies similar to those of the Fund, if any. The Board considered the contractual management fee schedules of the Fund as compared to those of such other investment advisory clients, taking into
account the rationale for any differences in fee schedules. The Board also took into account information provided by New York Life Investments about the more extensive scope of services provided to registered investment companies, such as the
Fund, as compared with other investment advisory clients. The Board noted that most closed-end funds do not have contractual breakpoints. The Board also considered that in proposing fees for the Fund, New York Life Investments considers
the competitive marketplace for mutual funds.
The
Board also considered that, unlike with respect to the open-end funds in the MainStay Group of Funds, the management fee for the Fund is based on the “managed assets” of the Fund, which include assets attributable to the Fund’s use
of “effective leverage,” as defined in this annual report. The Board acknowledged that New York Life Investments and CBRE have the ability to increase the amount of the Fund’s managed assets through the use of effective
leverage, which may cause a conflict of interest. In assessing the reasonableness of the management fee and the methodology for its calculation, the Board took into account, among
other factors, representations from CBRE and New York Life Investments that
they provide services of the same nature, extent and quality with respect to assets of the Fund that are created through effective leverage as they would with respect to other assets of the Fund.
Based on the factors outlined above, among other
considerations, the Board concluded that the Fund’s management fee and total ordinary operating expenses are within a range that is competitive and support a conclusion that these fees and expenses are reasonable.
Economies of Scale
The Board considered information regarding economies of scale,
including whether economies of scale may exist for the Fund and whether the Fund’s expense structure permits any economies of scale to be appropriately shared with the Fund’s shareholders. The Board also considered a report from
New York Life Investments, previously prepared at the request of the Board, that addressed economies of scale, including with respect to the mutual fund business generally, and the various ways in which the benefits of economies of scale may be
shared with the funds in the MainStay Group of Funds. Although the Board recognized the difficulty of determining economies of scale with precision, the Board acknowledged that economies of scale may be shared with the Fund in a number of
ways, including, for example, through the imposition of fee breakpoints, initially setting management fee rates at scale or making additional investments to enhance the services provided to the Fund. The Board reviewed information from New
York Life Investments showing how the Fund’s management fee schedule compared to fee schedules of other funds and accounts managed by New York Life Investments.
Based on this information, the Board concluded that economies
of scale are appropriately shared for the benefit of the Fund’s shareholders through the Fund’s expense structure and other methods to share benefits from economies of scale.
Conclusion
On the basis of the information and factors summarized above,
among other information and factors deemed relevant by the Trustees, and the evaluation thereof, the Board unanimously voted to approve the continuation of each of the Advisory Agreements.
Dividend
Reinvestment Plan (Unaudited)
Introduction
This Dividend Reinvestment Plan (“Plan”) for
MainStay CBRE Global Infrastructure Megatrends Fund (“Fund”), provides that for a holder of the Fund’s common shares of beneficial interest (each, a “Common Share” and, collectively “Common Shares”) in the
Plan (each, a “Participant” and collectively, “Participants”), all dividends and distributions on such Shareholder’s Common Shares will be automatically reinvested by Computershare Trust Company, N.A. (“Plan
Administrator”), as agent for Shareholders in administering the Plan, in additional Common Shares, unless the Participants elect to receive cash. Participation in the Plan may be terminated or resumed at any time without penalty by notice if
received and processed by the Plan Administrator prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some brokers may automatically
elect to receive cash on your behalf and may re-invest that cash in additional Common Shares for you. If you wish for all dividends declared on your Common Shares to be automatically reinvested pursuant to the Plan, please contact your broker.
Plan Details
1. The Plan Administrator will open an account for each holder
of Common Shares under the Plan in the same name in which such holder of Common Shares is registered. Whenever the Fund declares a dividend or other distribution such as capital gain or return of capital, (together, a “Dividend”) payable
in cash, non-participants in the Plan will receive cash and participants in the Plan will receive Common Shares as per the terms stated in this Plan. The Common Shares will be acquired by the Plan Administrator for the participants' accounts,
depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized Common Shares from the Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding Common Shares on the open
market (“Open-Market Purchases”) on the New York Stock Exchange or elsewhere.
2. If, on the payment date for any Dividend, the closing market
price plus estimated per share fees (which include any brokerage commissions the Plan Administrator is required to pay) is equal to or greater than the net asset value (“NAV”) per Common Share, the Plan Administrator will invest the
Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the NAV per
Common Share on the payment date; provided that, if the NAV is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per Common Share on the
payment date. If, on the payment date for any Dividend, the NAV per Common Share is greater than the closing market value plus per share fees, the Plan Administrator will invest the Dividend amount in Common Shares acquired on behalf of the
participants in Open-Market Purchases. In the event of a market discount on the payment date for any Dividend, the Plan Administrator will have until the last business day before the next date on which the Common Shares trade on an "ex-dividend"
basis or 30
days after the payment date for such Dividend, whichever is sooner (the
“Last Purchase Date”), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases. It is contemplated that the Fund will pay monthly income Dividends. Therefore, the period during which Open-Market Purchases can be
made will exist only from the payment date of each Dividend through the date before the next “ex-dividend” date which typically will be approximately ten days. If, before the Plan Administrator has completed its Open-Market Purchases,
the market price per Common Share exceeds the NAV per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the NAV of the Common Shares, resulting in the acquisition of fewer Common Shares than if the
Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan Administrator is unable to invest the full Dividend
amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making Open-Market Purchases and may invest the uninvested portion of the
Dividend amount in Newly Issued Common Shares at the NAV per Common Share at the close of business on the Last Purchase Date provided that, if the NAV is less than or equal to 95% of the then current market price per Common Share; the dollar amount
of the Dividend will be divided by 95% of the market price on the payment date.
3. The Plan Administrator maintains all shareholders' accounts
in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common Shares in the account of each Plan participant will be held by the Plan Administrator on behalf
of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for shares held under the
Plan in accordance with the instructions of the participants.
4. In the case of shareholders such as banks, brokers or
nominees which hold shares for others who are the beneficial owners, the Plan Administrator will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholder's name and held for the account of
beneficial owners who participate in the Plan.
5. There
will be no charges with respect to Common Shares issued directly by the Fund. However, each participant will pay a per share fee incurred ( currently $0.05) in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not
relieve participants of any Federal, state or local income tax that may be payable (or required to be withheld) on such dividends. See “Tax Matters.” Participants that request a sale of shares through the Plan Administrator are subject
to $2.50 sales fee and a $.15 per share sold fee. All per share fees include any applicable brokerage commissions the Plan Administrator is required is required to pay.
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6. The Fund
reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the
participants.
7. Each Participant may terminate their
account under the Plan by notifying the Plan Administrator by telephone, through the Internet or in writing. If the Plan Administrator receives the Participant’s notice of withdrawal near a dividend record date, the Plan Administrator, in its
sole discretion, may either distribute such dividends in cash or reinvest them in Common Shares on behalf of the withdrawing Participant. If such dividends are reinvested, the Plan Administrator will process the termination as soon as practicable,
but in no event later than five business days after the reinvestment is completed. The Plan may be terminated by the Plan Administrator or the Fund upon notice in writing mailed to each Participant at least 30 days prior to any record date for the
payment of any dividend or distribution by the Fund.
8.
Participants may also request to sell a portion of their Common Shares by notifying the Plan Administrator by telephone, through the Internet or in writing. The Plan Administrator will sell such Common Shares through a broker-dealer selected by the
Plan Administrator within 5 business days of receipt of the request. The sale price will equal the weighted average price of all Common Shares sold through the Plan on the day of the sale, less a $2.50 service fee and a per share fee of $0.15.
Participants should note that the Plan Administrator is unable to accept instructions to sell on a specific date or at a specific price.
9. All correspondence or questions concerning the Plan should
be directed to the Plan Administrator, Computershare Trust Company, N.A., by telephone, (855) 456-9683, through the Internet at www.computerhsare.com/investor or in writing to P.O. Box 43078, Providence, RI 02940-3078.
Federal Income Tax
Information
(Unaudited)
The Fund is required under the
Internal Revenue Code to advise shareholders in a written statement as to the federal tax status of dividends paid by the Fund during such fiscal years. Accordingly, the Fund paid $5,497,236 as long term capital gain distributions.
For the fiscal year ended May 31, 2023, the Fund designated
approximately $55,921,173 under the Internal Revenue Code as qualified dividend income eligible for reduced tax rates.
The dividends paid by the Fund during the fiscal year ended May
31, 2023 should be multiplied by 29.23% to arrive at the amount eligible for the corporate dividend-received deduction.
In accordance with federal tax law, the Fund elected to provide
each shareholder with their portion of the Fund’s foreign taxes paid and the income sourced from foreign countries. Accordingly, the Fund made the following designations regarding its fiscal year ended May 31, 2023:
• the total amount of taxes
credited to foreign countries was $4,243,481.
• the total amount of income
sourced from foreign countries was $28,746,671.
In
February 2024, shareholders will receive an IRS Form 1099-DIV or substitute Form 1099, which will show the federal tax status of the distributions received by shareholders in calendar year 2023. The amounts that will be reported on such 1099-DIV or
substitute Form 1099 will be the amounts you are to use on your federal income tax return and will differ from the amounts which we must report for the Fund's fiscal ended May 31, 2023.
Application of Control Share Provisions of the Delaware
Statutory Trust Act
Under Delaware law applicable to the
Fund as of August 1, 2022, if a shareholder acquires direct or indirect ownership or power to direct the voting of shares of the Fund in an amount that equals or exceeds certain percentage thresholds specified under Delaware law (beginning at 10% or
more of shares of the Fund), the shareholder’s ability to vote certain of these shares may be limited.
Proxy Voting Policies and Procedures and Proxy Voting
Record
The Fund is required to file with the SEC its
proxy voting records for the 12-month period ending June 30 on Form N-PX. A description of the policies and procedures that are used to vote proxies relating to portfolio securities of the Fund is available free of charge upon request by calling
800-624-6782 or visiting the SEC’s website at www.sec.gov. The most recent Form N-PX or proxy voting record is available free of charge upon request by
calling 800-624-6782; visiting newyorklifeinvestments.com; or visiting the SEC’s website at www.sec.gov.
Shareholder Reports and Quarterly Portfolio Disclosure
The Fund is required to file its complete schedule of portfolio
holdings with the SEC 60 days after its first and third fiscal quarter on Form N-PORT. The Fund's holdings report is available free of charge upon request by calling New York Life Investments at 800-624-6782.
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Additional Information Regarding the Fund (Unaudited)
CHANGES OCCURRING DURING THE REPORTING PERIOD
The following
information in this annual report is a summary of certain changes during the most recent fiscal year. This information may not reflect all of the changes that have occurred since you purchased shares of the Fund.
During the applicable period, except as noted below, there have
been: (i) no material changes to the Fund’s investment objectives and policies that constitute its principal portfolio emphasis that have not been approved by shareholders; (ii) no changes to the persons primarily responsible for day-to-day
management of the Fund; and (iii) no changes to the Fund’s charter or by-laws that would delay or prevent a change of control.
Principal Risks of the Fund
PRINCIPAL INVESTMENT OBJECTIVE
The Fund’s primary investment objective is to seek a high
level of total return with an emphasis on current income. There is no assurance that the Fund will achieve its investment objective. Investors should consider their financial situation and needs, investment goals, time horizons and risk tolerance
before investing in the Fund's common shares. An investment in the Fund's common shares is not appropriate for all investors and is not intended to be a complete investment program. An investment in the Fund's common shares involves a high degree of
risk. Investors could lose some or all of their investment. See "Risk Factors."
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund invests at least 80% of
its assets (net assets plus borrowings for investment purposes) in securities issued by infrastructure companies. The Fund seeks to achieve its investment objective by investing primarily in income-producing equity securities issued by
infrastructure companies, including common stock, preferred stock, convertible securities and rights or warrants to buy common stocks. The Fund will typically invest in securities issued by infrastructure companies with market capitalizations of at
least $500 million. The Fund intends to focus on three infrastructure megatrends: (i) decarbonization, (ii) digital transformation and (iii) asset modernization. The Fund expects to invest primarily in equity securities of companies located in a
number of different countries, including the United States. The Fund may also invest up to 20% of its assets in fixed income securities of infrastructure companies, such as "baby bonds," which are issued in small-dollar denominations.
Under normal circumstances, the Fund will invest more than 25%
of the value of its total assets at the time of purchase in the securities of issuers conducting their business activities in the infrastructure group of industries. The Fund's Subadvisor, CBRE, defines an infrastructure company as a company that
derives at least 50% of its revenues or profits from, or devotes at least 50% of its assets to, the ownership, management, development, construction, renovation, enhancement, operation or maintenance of infrastructure assets. Examples of
infrastructure assets include transportation assets (such as toll roads, bridges, railroads, airports, and seaports), utility assets (such as electric transmission and distribution lines, gas distribution pipelines, water pipelines and treatment
facilities, and sewer facilities), energy assets (such as oil and gas pipelines, storage facilities, and other facilities used
for gathering, processing, or transporting hydrocarbon products as well as
contracted renewable power assets, which are any renewable energy generation assets (e.g., wind farm, solar farm, hydro-electric plant, biomass plant) in operation that have entered into contracts for delivery of power to a third-party), and
communications assets (such as communications towers, data centers, fiber networks, and satellites.
The Subadvisor uses a multi-step investment process for
constructing the Fund's investment portfolio that combines top-down geographic region and infrastructure sector allocations with bottom-up security selection focused within the following three infrastructure megatrends: (i) decarbonization; (ii)
digital transformation; and (iii) asset modernization.
Decarbonization: Focusing
investments in the equity securities of infrastructure companies that are enabling the transition to cleaner energy sources (including wind, solar and hydro assets) and electrification through investment in companies that own a significant amount of
assets (generation, transmission, network grid, storage, smart meters, battery charging stations, among other assets) that will lead to more efficiency and lower carbon-intense power and heating. The Fund may invest in securities that, at the time
of investment, are illiquid (determined using the Securities and Exchange Commission’s (“SEC”) standard applicable to registered investment companies, i.e., securities that cannot be disposed of within seven days in the ordinary
course of business at approximately the value at which the Fund has valued the securities). However, the Fund will not invest more than 15% of its Managed Assets in securities that, at the time of investment, are illiquid.
Digital Transformation:
Focusing investments in the equity securities of infrastructure companies that are within the communications infrastructure sector and companies owning, operating, and developing cell tower, fiber network, satellite and data center
assets.
Asset Modernization: Focusing investments in the equity securities of infrastructure companies that are within the midstream energy, water utilities, gas utilities and transportation infrastructure sectors the Subadvisor believes may
benefit from increased investment to repair and enhance existing assets.
The Fund may invest up to 10% of its assets in securities of
companies located or doing business in emerging market countries. The Fund's investments may be denominated in U.S. dollars, non-U.S. currencies, or multinational currency units. The Fund may also invest in other investment companies, including
exchange-traded funds.
Under normal market conditions,
the Fund will invest a significant amount of its net assets (at least 40%, unless the Subadvisor deems market conditions to be unfavorable, in which case the Fund will invest at least 30%) in foreign securities. An issuer of a security is considered
to be U.S. or foreign based on the issuer's "country of risk," as determined by a third-party service provider such as Bloomberg.
INVESTMENT PHILOSOPHY AND PROCESS
The Subadvisor uses a disciplined process for constructing the
Fund's portfolio focused on both sector allocation and stock selection. The Subadvisor selects sectors that are positioned to benefit from the identified megatrends through a systematic evaluation of public and private infrastructure market trends
and conditions. In addition, the Subadvisor uses an in-house valuation and stock selection process to identify investments with superior current income and growth potential relative to their peers. Through this process the Subadvisor constructs
a
portfolio designed to meet the Fund's investment objective. The process seeks
to identify and evaluate risk at all levels of the process (sector reviews, stock analysis and portfolio construction).
This in-house stock selection valuation process examines each
investment's intrinsic value in relation to its growth outlook and several risk factors included as an adjustment to a discount rate. The risk factor adjustments are specific to each company and deemed by the Subadvisor as being critical to
evaluating infrastructure investments. The Subadvisor may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities it believes are more promising.
PORTFOLIO COMPOSITION
Equity Securities
The Fund invests in equity securities, including common stocks,
preferred stocks and convertible securities. Equity investments generally represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights
and priority in the event of an issuer's bankruptcy. Prices of equity securities may fluctuate for various reasons, including because of changes, or perceived changes, in the business, financial condition or prospects of the issuer or because of
changes in financial or political conditions that may affect particular industries or the economy in general.
Common Stock. Common stock
represents an equity ownership interest in a company. The Fund may hold or have exposure to common stocks of issuers of any size, including small and medium capitalization stocks. Holders of common stock generally have voting rights with respect to
the issuer, however, the Fund does not expect to have voting control with respect to any of the issuers of listed equity securities in which it invests. Upon the liquidation or winding up of the issuer, holders of common stock are entitled to the
assets of the issuer that remain after satisfying all obligations owed to the issuer's creditors, including holders of debt securities and holders of the issuer's preferred stock. Holders of common stock also may receive dividends; however, unlike
the dividends payable with respect to preferred stock (which are described below), dividends payable with respect to common stock are not fixed but are declared at the discretion of the issuer's board of directors.
Preferred Stock. Preferred
stock generally has a preference as to dividends and upon liquidation over an issuer's common stock but ranks junior to other income securities in an issuer's capital structure. Preferred stock generally pays dividends in cash (or additional shares
of preferred stock) at a defined rate but, unlike interest payments on other income securities, preferred stock dividends are payable only if declared by the issuer's board of directors. Dividends on preferred stock may be cumulative, meaning that,
in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer's common stock until all unpaid preferred stock dividends have been paid. Preferred stock also may provide that, in
the event the issuer fails to make a specified number of dividend payments, the holders of the preferred stock will have the right to elect a specified number of directors to the issuer's board. Preferred stock also may be subject to optional or
mandatory redemption provisions. In addition, preferred stock may trade less frequently and in a more limited volume and may be subject to more abrupt or unpredictable price movements than certain other types of securities. In the event an issuer is
liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock.
The market value of preferred securities may be affected by
favorable and unfavorable changes impacting companies in the utilities and financial services sectors, which are prominent issuers of preferred securities, and by actual and anticipated changes in tax laws, such as changes in corporate income tax
rates or the "Dividends Received Deduction." If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline. Preferred stock may have mandatory sinking portfolio provisions, as
well as provisions allowing the stock to be called or redeemed prior to its maturity, which can have a negative impact on the stock's price when interest rates decline. Thus, in declining interest rate environments in particular, the Fund's
holdings, if any, of higher rate-paying fixed rate preferred securities may be reduced and the Fund may be unable to acquire securities of comparable credit quality paying comparable rates with the redemption proceeds.
Convertible Securities.
Convertible securities, until converted, have the same general characteristics as debt securities insofar as they generally provide a stable stream of income with generally higher yields than those of equity securities of the same or similar
issuers. By permitting the holder to exchange an investment for common stock or the cash value of a security or a basket or index of securities, convertible securities may also enable the investor to benefit from increases in the market price of the
underlying securities. Therefore, convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality.
Warrants and Rights
Warrants and rights may be acquired by the Fund in connection
with other securities or separately. Warrants are securities permitting, but not obligating, their holder to subscribe for other securities or commodities and provide the Fund with the right to purchase at a later date other securities of the
issuer. Rights are similar to warrants but typically are issued by a company to existing holders of its stock and provide those holders the right to purchase additional shares of stock at a later date. Rights also normally have a shorter duration
than warrants. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. Warrants
and rights may be more speculative than certain other types of investments and entail risks that are not associated with a similar investment in a traditional equity instrument. While warrants and rights are generally considered equity securities,
because the value of a warrant or right is derived, at least in part, from the value of the underlying securities, they may be considered hybrid instruments that have features of both equity securities and derivative instruments. However, there are
characteristics of warrants and rights that differ from derivatives, including that the value of a warrant or right does not necessarily change with the value of the underlying securities. The purchase of warrants and rights involves the risk that
the Fund could lose the purchase value of the warrants or rights if the right to subscribe to additional shares is not exercised prior to the warrants' or rights' expiration date because warrants and rights cease to have value if they are not
exercised prior to their expiration date. Also, the purchase of warrants and rights involves the risk that the effective price paid for the warrants or rights added to the subscription price of the related security may exceed the value of the
subscribed security's market price such as when there is no movement in the price of the underlying security. The market for warrants or rights may be very limited and it may be difficult to sell them promptly at an acceptable price.
Non-U.S. Securities
The Fund may invest without limit in securities issued by
non-U.S. issuers. These securities may be issued by companies organized and/or having securities traded on an exchange outside the U.S. or may be securities of U.S. companies that are denominated in the currency of a different country. It is
currently anticipated that, under normal circumstances, the Fund may invest up to 10% of its assets in securities of emerging market issuers.
Illiquid Securities and Restricted Securities
The Fund's investments may include illiquid securities or
restricted securities. A principal risk of illiquid securities or investing in restricted securities is that they may be difficult to sell.
Securities and other investments purchased by the Fund may be
illiquid at the time of purchase, or liquid at the time of purchase and may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. Securities may also be less
liquid (i.e., more difficult to sell) because of trading preferences, such as a buyer disfavoring purchases of odd lots or smaller blocks of securities. Domestic and foreign markets are becoming more and more complex and interrelated, so that events
in one sector of the market or the economy or in one geographical region, can reverberate and have negative consequences for other market, economic or regional sectors in a manner that may not be reasonably foreseen. With respect to securities
traded over-the-counter, the continued viability of any over-the-counter secondary market depends on the continued willingness of dealers and other participants to purchase and sell such securities.
Restricted securities, including 144A securities and securities
of private companies, are not publicly traded and generally are subject to statutory and/or contractual restrictions on resale. Accordingly, there may be no market or a limited market for the resale of such securities. Therefore, the Fund may be
unable to dispose of such securities when it desires to do so or at the most favorable price, which may result in a loss to the Fund. This potential lack of liquidity also may make it more difficult to accurately value these securities. There may be
less information publicly available regarding such securities as compared to publicly issued securities.
Restricted securities are securities that are sold only through
negotiated private transactions and not to the general public, due to certain restrictions imposed by federal securities laws.
Investments in Other Investment Companies
The Fund, subject to the limitations of the 1940 Act, may
invest in other investment companies, including mutual funds, closed-end funds, and ETFs that invest primarily in securities of the types in which the Fund may invest directly, to gain broad market, sector or asset class exposure, including during
periods when it has large amounts of uninvested cash or when the Manager or Subadvisor believes share prices of ETFs offer attractive values. The Fund may from time to time invest in ETFs, primarily as a means of gaining exposure for its portfolio
to the market without investing in individual securities, particularly in the context of managing cash flows into the Fund or where access to a local market is restricted or not cost effective. The Fund might also purchase shares of another
investment company to gain exposure to the securities in the investment company's portfolio at times when the Fund may not be able to buy those securities directly. Any investment in another investment company would be consistent with the Fund's
objective and investment program. To the extent the Fund may invest in securities of other investment companies, it may invest in shares of other investment companies, including investment
companies advised by affiliates of New York Life Investments. Investment
companies are subject to management fees and other fees that may increase their costs versus the costs of owning the underlying securities directly. The Fund will indirectly bear its proportionate share of management fees and other expenses that are
charged by an investment companies in addition to the management fees and other expenses paid by the Fund.
The risks of owning another investment company are generally
similar to the risks of investment directly in the securities in which that investment company invests. However, an investment company may not achieve its investment objective or execute its investment strategy effectively, which may adversely
affect the Fund's performance. In addition, because listed closed-end funds and ETFs trade on a secondary market, their shares may trade at a premium or discount to the actual listed NAV of their portfolio securities and their shares may have
greater volatility because of the potential lack of liquidity.
ETFs are investment companies that trade like stocks. The price
of an ETF is derived from and based upon the securities held by the ETF. However, like stocks, shares of ETFs are not traded at NAV, but may trade at prices above or below the value of their underlying portfolios. The level of risk involved in the
purchase or sale of an ETF is similar to the risk involved in the purchase or sale of a traditional common stock, except that the pricing mechanism for an ETF is based on a basket of securities. Thus, the risks of owning an ETF generally reflect the
risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF's shares could result in the market price of the ETF's shares being more volatile than the underlying portfolio of securities. Disruptions in
the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the Fund's investment in ETFs. In addition, an actual trading market may not develop for an ETF's shares and the listing exchange may halt trading
of an ETF's shares. The Fund will pay brokerage commissions in connection with the purchase and sale of shares of ETFs. In addition, an index-based ETF may not exactly replicate the performance of the index it seeks to track for a number of reasons,
such as operating expenses, transaction costs and imperfect correlation between the performance of the ETF's holdings and that of the index.
Debt or Fixed-Income Securities
Investors buy debt securities primarily to profit through
interest payments. Governments, banks and companies raise cash by issuing or selling debt securities to investors. Debt securities may be bought directly from those issuers or in the secondary trading markets. There are many different types of debt
securities, including (without limitation) bonds, notes and debentures.
Some debt securities pay interest at fixed rates of return
(referred to as fixed-income securities), while others pay interest at variable rates. Interest may be paid at different intervals. Some debt securities do not make regular interest payments, but instead are initially sold at a discount to the
principal amount that is to be paid at maturity.
Temporary
Defensive Investments
In times of unusual or adverse
market, economic or political conditions or abnormal circumstances or during the period in which the net proceeds of this offering are being invested, the Fund may for temporary defensive purposes (which may be for a prolonged period) invest outside
the scope of its principal investment strategies. Under such conditions, the Fund may not invest in accordance with its investment objective or principal investment strategies and, as a result, there is no assurance that the
Fund will achieve its investment objective. Under such conditions, the Fund
may also invest without limit in cash, money market securities or other investments.
Unless action is otherwise taken by the Board in accordance
with the Declaration of Trust, the Fund will commence the process of liquidation and termination beginning with the close of business on the Termination Date. As the Fund approaches its Termination Date, and during the period after the Termination
Date in which the Fund is in the process of liquidating, the portfolio composition of the Fund may change and the Fund may invest in cash, money market securities or other investments, which may adversely affect the performance of the Fund.
RISK FACTORS
The Fund is designed as a long-term investment vehicle and not
as a trading tool. An investment in the Fund's common shares should not constitute a complete investment program for any investor and involves a high degree of risk. The value of an investment in the Fund's common shares could decline substantially
and cause you to lose some or all of your investment. Before investing in the Fund's common shares you should consider carefully the following principal risks of investing in the Fund.
Risk is inherent in all investing. The following discussion
summarizes the principal risks that you should consider before deciding whether to invest in the Fund.
Limited Term Risk
Unless action is otherwise taken by the Board in accordance
with the Declaration of Trust, the Fund will commence the process of liquidation and dissolution at the close of business on the Termination Date. The Fund will not seek to return an initial investment in common shares by an investor on the
Termination Date. Instead, the Fund will distribute an amount equal to the Fund's NAV at that time, which may be greater or less than an investor's initial investment. The Fund's limited term may cause it to sell securities when it otherwise would
not, which could cause the Fund's returns to decrease and the market price of the common shares to fall. Rather than reinvesting the proceeds of its matured, called or sold securities, the Fund may distribute the proceeds in one or more liquidating
distributions prior to the final termination, which may cause the Fund's fixed expenses to increase when expressed as a percentage of assets under management. Alternatively, the Fund may invest the proceeds in lower yielding securities or hold the
proceeds in cash or cash equivalents, which may adversely affect the performance of the Fund.
Infrastructure Industry Concentration Risk
Because the Fund concentrates (i.e., invests more than 25% of
the its assets) its investments in the infrastructure group of industries, the Fund is particularly exposed to adverse economic, regulatory, political, legal, and other changes affecting the issuers of infrastructure-related securities.
Infrastructure-related companies are subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, costs associated with environmental and
other regulations, the effects of economic slowdown and surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and
other factors. Additionally, infrastructure-related companies may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to customers, service interruption and/or legal
challenges due to environmental, operational or
other mishaps and the imposition of special tariffs and changes in tax laws,
regulatory policies and accounting standards. There is also the risk that corruption may negatively affect publicly-funded infrastructure projects, resulting in delays and cost overruns.
Specific infrastructure assets in which the Fund invests may be
subject to the following additional risks:
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|
Communication
infrastructure companies/issuers are subject to risks involving changes in government regulation, competition, dependency on patent protection, equipment incompatibility, changing consumer preferences, technological obsolescence and large capital
expenditures and debt burdens. |
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|
Energy infrastructure
companies/issuers are subject to adverse changes in fuel prices, the effects of energy conservation policies and other risks, such as increased regulation, negative effects of economic slowdowns, reduced demand, cleanup and litigation costs as a
result of environmental damage, changing and international politics and regulatory policies of various governments. Natural disasters or terrorist attacks damaging sources of energy supplies will also negatively impact energy infrastructure
companies/issuers. |
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|
Social infrastructure
companies/issuers are subject to government regulation and the costs of compliance with such regulations and delays or failures in receiving required regulatory approvals. The enactment of new or additional regulatory requirements may negatively
affect the business of a social infrastructure company. |
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|
Transportation
infrastructure companies/issuers can be significantly affected by economic changes, fuel prices, labor relations, insurance costs, government regulations, natural disasters or terrorist attacks. |
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|
Utilities company revenues and costs are subject to regulation by states and other regulators. Regulatory authorities also may restrict a company's access to new markets. Utilities companies may incur unexpected increases in fuel and other
operating costs. Utilities companies are also subject to considerable costs associated with environmental compliance, nuclear waste clean-up and safety regulation. |
Market Risk
The value of the Fund's investments may fluctuate and/or
decline because of changes in the markets in which the Fund invests, which could cause the Fund to underperform other funds with similar investment objectives and strategies. Security markets are volatile and may decline significantly in response to
adverse issuer, regulatory, political, or economic developments. Different sectors of the market and different security types may react differently to such developments. Changes in these markets may be rapid and unpredictable. Fluctuations in the
markets generally or in a specific industry or sector may impact the securities in which the Fund invests. From time to time, markets may experience periods of stress for potentially prolonged periods that may result in: (i) increased market
volatility and (ii) reduced market liquidity. Such conditions may add significantly to the risk of volatility in the NAV of the Fund's shares. Market changes may impact equity and fixed income securities in different and, at times, conflicting
manners. The Fund potentially will be prevented from executing investment decisions at an advantageous time or price as a result of any domestic or global market disruptions, particularly disruptions causing heightened market volatility and reduced
market liquidity, as well as increased or changing regulations. Thus, investments that the Manager or Subadvisor believes represent an attractive opportunity or in which the Fund seeks to obtain exposure may be unavailable entirely or in the
specific quantities sought
by the Manager or the Subadvisor and the Fund may need to obtain the exposure
through less advantageous or indirect investments or forgo the investment at the time.
Political and diplomatic events within the United States and
abroad, such as the U.S. budget and trade tensions, has in the past resulted, and may in the future result, in developments that present additional risks to the Fund's investments and operations. Geopolitical and other events, such as war, acts of
terrorism, natural disasters, the spread of infectious illnesses, epidemics and pandemics, environmental and other public health issues, supply chain disruptions, inflation, recessions or other events, and governments' reactions to such events, may
lead to increased market volatility and instability in world economies and markets generally and may have adverse effects on the performance of the Fund and its investments. It is difficult to accurately predict or foresee when events or conditions
affecting the U.S. or global financial markets, economies, and issuers may occur, the effects of such events or conditions, potential escalations or expansions of these events, possible retaliations in response to sanctions or similar actions and
the duration or ultimate impact of those events. There is an increased likelihood that these types of events or conditions can, sometimes rapidly and unpredictably, result in a variety of adverse developments and circumstances, such as reduced
liquidity, supply chain disruptions and market volatility, as well as increased general uncertainty and broad ramifications for markets, economies, issuers, businesses in many sectors and societies globally. Stocks of large capitalization issuers
that are included as components of indices replicated by passively-managed funds may be particularly susceptible to declines in value, including declines in value that are not believed to be representative of the issuer's fundamentals, due to market
and investor reactions to such events. Additional and/or prolonged geopolitical or other events may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant
degree. Any such market, economic and other disruptions could also prevent the Fund from executing its investment strategies and processes in a timely manner.
Equity Securities and Common Stock Risk
Market prices of common stocks and other equity securities may
be affected by macroeconomic and other factors affecting the stock market in general, including changes in financial or political conditions that may affect particular industries or the economy in general and changes in investor sentiment. Prices of
equity securities of individual issuers also can be affected by fundamentals unique to the issuer, including changes, or perceived changes, in the issuer's business, financial condition or prospects. Equity security prices have historically
experienced periods of significant volatility, particularly during recessions or other periods of financial stress, and can be expected to experience significant volatility in the future. The equity securities the Fund holds may undergo sudden,
unpredictable drops in price or long periods of price decline, which could result in a loss of the entire principal amount invested.
Preferred Securities Risk
Preferred securities, which are a form of hybrid security
(i.e., a security with both debt and equity characteristics), may pay fixed or adjustable rates of return. Preferred securities are subject to issuer-specific and market risks applicable generally to equity securities, however, unlike common stocks,
participation in the growth of an issuer may be limited. Distributions on preferred securities are generally payable at the
discretion of the issuer's board of directors and after the company makes
required payments to holders of its bonds and other debt securities. For this reason, the value of preferred securities will usually react more strongly than bonds and other debt securities to actual or perceived changes in the company's financial
condition or prospects. Preferred securities of smaller companies may be more vulnerable to adverse developments than preferred securities of larger companies. Preferred securities may be less liquid than common stocks. Preferred securities may
include provisions that permit the issuer, at its discretion, to defer or omit distributions for a stated period without any adverse consequences to the issuer. Preferred shareholders may have certain rights if distributions are not paid but
generally have no legal recourse against the issuer and may suffer a loss of value if distributions are not paid. Generally, preferred shareholders have no voting rights with respect to the issuer unless distributions to preferred shareholders have
not been paid for a stated period, at which time the preferred shareholders may elect a number of directors to the issuer's board. Generally, once all the distributions have been paid to preferred shareholders, the preferred shareholders no longer
have voting rights.
Foreign Securities Risk
An issuer of a security is considered to be a U.S. or foreign
issuer based on the issuer's "country of risk," (or similar designation) as determined by a third-party provider such as Bloomberg. The issuer’s “country of risk” (or similar designation) is determined based on a number of
criteria, including country of domicile, the primary stock exchange on which it trades, the location from which a majority of its revenue comes, and its reporting currency. Although the Fund will generally rely on an issuer’s “country of
risk,” as determined by Bloomberg when categorizing securities as either U.S. or foreign-based, it is not required to do so.
Foreign securities may be more difficult to sell than U.S.
securities. Foreign securities may be domiciled in the United States and traded on a U.S. market, but possess elements of foreign risk. Investments in foreign securities may involve difficulties in receiving or interpreting financial and economic
information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may
also be less liquid and more volatile than U.S. securities. Additionally, to the extent that the underlying securities held by the Fund trade on foreign exchanges or in foreign markets that may be closed when the U.S. markets are open, there are
likely to be deviations between the current price of an underlying security and the last quoted price for the underlying security (i.e., the Fund’s quote from the closed foreign market). There may also be difficulty in invoking legal
protections across borders and, as a result, the Fund may have limited or no legal recourse with respect to foreign securities. In addition, investments in emerging market countries present unique and greater risks than those presented by
investments in countries with developed securities markets and more advanced regulatory systems. Foreign investments involve some of the following risks as well:
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political and economic
instability; |
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|
the impact of currency
exchange rate fluctuations; |
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|
reduced information
about issuers; |
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|
higher transaction
costs; |
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|
less stringent
regulatory and accounting standards; and |
Economic sanctions and other similar
measures may be, and have been, imposed against certain countries, organizations, companies, entities and/or individuals. Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or
eliminate the ability to purchase or sell certain foreign securities or groups of foreign securities, and thus may make investments in such securities less liquid or more difficult to value. In addition, as a result of economic sanctions and other
similar governmental actions or developments, the Fund may be forced to sell or otherwise dispose of foreign investments at inopportune times or prices. Sanctions or other similar measures could significantly delay or prevent the settlement of
securities transactions or their valuation, and significantly impact the Fund’s liquidity and performance. Sanctions and other similar measures may be in place for a substantial period of time and enacted with limited advanced notice.
Additional risks include the possibility that a foreign
jurisdiction might impose or increase withholding taxes on income payable with respect to foreign securities; the possible seizure, nationalization or expropriation of the issuer or foreign deposits (in which the Fund could lose its entire
investment in a certain market); and the possible adoption of foreign governmental restrictions such as exchange controls.
Many of the foreign securities in which the Fund invests are
denominated or quoted in a foreign currency. A decline in value of a currency will have an adverse impact on the U.S. dollar value of any investments denominated in that currency. Exchange rate movements can be large and can endure for extended
periods of time, affecting either favorably or unfavorably the value of a Portfolio's assets. However, the Fund may engage in foreign currency transactions to attempt to protect itself against fluctuations in currency exchange rates in relation to
the U.S. dollar.
Changes in the value of foreign
(non-U.S.) currencies relative to the U.S. dollar and inflation may adversely affect the Fund's investments in foreign currencies or in securities that trade in, and receive revenues in, or in derivatives that provide exposure to, foreign
currencies. These changes in value can make the return on an investment go up or down, unrelated to the quality or performance of the investment itself. The Subadvisor may seek to reduce currency risk by hedging all or part of the exposure to
various foreign currencies of the Fund's assets by engaging in hedging transactions, including swaps, futures, forward currency contracts and other derivatives. However, these transactions and techniques may not always work as intended, and in
certain cases the Fund may be worse off than if it had not engaged in such hedging practices. In addition, certain market conditions may make it impossible or uneconomical to hedge against currency risk.
The risks of investing in foreign securities are increased in
connection with investments in emerging markets. See "Emerging Markets Risk."
Emerging Markets Risk
The risks of foreign investments (or exposure to foreign
investments) are usually much greater when they are made in (or result in exposure to) emerging markets. Investments in emerging markets may be considered speculative. Emerging markets are riskier than more developed markets because they tend to
develop unevenly and may never fully develop. They are more likely to experience high rates of inflation and currency devaluations, which may adversely affect returns. In addition, many emerging markets have far lower trading volumes and less
liquidity than
developed markets. Since these markets are often small, they may be more
likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors. In addition, traditional measures of investment value used in the United
States, such as price to earnings ratios, may not apply to certain emerging markets. Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed capital markets,
and such issuers may not be subject to accounting, auditing, recordkeeping and financial reporting standards and requirements comparable to those to which companies in developed countries are subject. Local exchanges in emerging market countries may
also be likely to experience market manipulation by foreign nationals who possess inside information.
Many emerging markets have histories of political instability
and abrupt changes in policies. As a result, their governments may be more likely to take actions that are hostile or detrimental to private enterprise or foreign investment than those of more developed countries, including expropriation of assets,
confiscatory taxation or unfavorable diplomatic developments. Some emerging market countries have pervasive corruption and crime that may hinder investments. Certain emerging markets may also face other significant internal or external risks,
including the risk of war, macroeconomic, geopolitical, global health conditions, and ethnic, religious and racial conflicts. In addition, governments in many emerging market countries participate to a significant degree in their economies and
securities markets. Such government participation or other intervention may impair investment and economic growth or otherwise adversely affect the Fund’s investments in these countries or regions. National policies (including sanctions
programs) that may limit the Fund’s investment opportunities include restrictions on investment in issuers or industries deemed sensitive to national interests.
Emerging markets may also have differing legal systems and the
existence or possible imposition of exchange controls, custodial restrictions or other laws or restrictions applicable to investments differ from those found in more developed markets. Sometimes, they may lack, or be in the relatively early
development of, legal systems, including structures governing private or foreign investment or allowing for judicial redress (such as limits on rights and remedies available to the Fund) for investment losses and injury to private property, and the
ability of U.S. authorities (e.g., SEC and the U.S. Department of Justice) and investors (e.g., the Fund) to bring actions against bad actors may be limited. There may also be significant obstacles for investigations into or litigation against
companies. As a result of these legal systems and limitations, the Fund faces the risk of being unable to enforce its rights with respect to its investments in emerging markets, which may cause losses to the Fund. In addition to withholding taxes on
investment income, some emerging market countries may impose different capital gains taxes on foreign investors.
Practices in relation to settlement of securities transactions
in emerging market countries involve higher risks than those in developed markets, in part because the Fund will need to use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be
unreliable. The possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with other factors, could result in ownership registration being completely
lost. The Fund would absorb any loss resulting from such registration problems and may have no successful claim for compensation. In addition, communications
between parties in the United States and parties in emerging market countries
may be unreliable, increasing the risk of delayed settlements or losses of security certificates.
Frontier market countries generally have smaller economies and
even less developed capital markets than traditional emerging market countries (which themselves have increased investment risk relative to developed market countries), and, as a result, the Fund's exposure to the risks associated with investing in
emerging market countries are magnified if the Fund invests in frontier market countries.
Dividend-Paying Securities Risk
Dividend-paying securities may underperform the securities of
other companies that do not typically produce income or other distributions. In addition, issuers of dividend-paying stock may have discretion at any time to reduce, defer, or stop paying dividends for a stated period of time. Depending upon market
conditions, an income-producing stock that meets a Fund’s investment criteria may not be widely available and/or may be highly concentrated in only a few market sectors. This may limit the ability of a Fund to produce current income while
remaining fully diversified. The distributions received by a Fund may not qualify as income for Fund investors.
Convertible Securities Risk
The value of a convertible security, which is a form of hybrid
security (i.e., a security with both debt and equity characteristics), typically increases or decreases with the price of the underlying common stock. In general, a convertible security is subject to the market risks of stocks, and its price may be
as volatile as that of the underlying stock, when the underlying stock's price is high relative to the conversion price, and a convertible security is subject to the market risks of debt securities, and is particularly sensitive to changes in
interest rates, when the underlying stock's price is low relative to the conversion price. The general market risks of debt securities that are common to convertible securities include, but are not limited to, interest rate risk and credit
risk—that is, the value of convertible securities will move in the direction opposite to movements in interest rates; they are subject to the risk that the issuer will not be able to pay interest or dividends when due; and their market value
may change based on changes in the issuer's credit rating or the market's perception of the issuer's creditworthiness. Because their value can be influenced by many different factors, convertible securities generally have less potential for gain or
loss than the underlying common stocks. Securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities that are convertible only at the option of the
holder.
Many convertible securities have credit ratings
that are below investment grade and are subject to the same risks as an investment in lower-rated debt securities (commonly known as "junk bonds"). Lower-rated debt securities involve greater risks than investment grade debt securities. Lower-rated
debt securities may fluctuate more widely in price and yield and may fall in price during times when the economy is weak or is expected to become weak. The credit rating of a company's convertible securities is generally lower than that of its
non-convertible debt securities. Convertible securities are normally considered "junior" securities—that is, the company usually must pay interest on its non-convertible debt securities before it can make payments on its convertible
securities. If the issuer stops paying interest or principal, convertible securities may become worthless and the Fund could lose its entire investment. To the extent the Fund invests in convertible securities
issued by small- or mid-cap companies, it will be subject to the risks of
investing in such companies.
Market Capitalization
Risk
To the extent the Fund invests in securities issued
by small-, mid-, or large-cap companies, it will be subject to the risks associated with securities issued by companies of the applicable market capitalization. Securities issued by companies of different market capitalizations tend to go in and out
of favor based on market and economic conditions. During a period when securities of a particular market capitalization underperform other types of investments, the Fund's performance could be adversely impacted. Securities of small-cap and mid-cap
companies may be subject to greater price volatility, significantly lower trading volumes, cyclical, static or moderate growth prospects and greater spreads between their bid and ask prices than securities of larger companies. In addition,
securities of small-cap and mid-cap companies may trade in an over-the-counter market or on a regional exchange, or may otherwise have limited liquidity. Smaller capitalization companies frequently rely on narrower product lines, niche markets,
limited financial resources, a few key employees and inexperienced management. Smaller capitalization companies have more speculative prospects for future growth, sustained earnings and market share than larger companies and may be more vulnerable
to adverse business or market developments. Accordingly, it may be difficult for the Fund to sell small-cap securities at a desired time or price. Generally, the smaller the company, the greater these risks become. Although securities issued by
larger companies tend to have less overall volatility than securities issued by smaller companies, securities issued by larger companies may have less growth potential and may not be able to attain the high growth rates of successful smaller
companies, especially during strong economic periods. In addition, larger companies may be less capable of responding quickly to competitive challenges and industry changes, including those resulting from improvements in technology, and may suffer
sharper price declines as a result of earnings disappointments.
Debt Securities Risk
Investors buy debt securities primarily to profit through
interest payments. Governments, banks and companies raise cash by issuing or selling debt securities to investors. Debt securities may be bought directly from those issuers or in the secondary trading markets. There are many different types of debt
securities, including (without limitation) bonds, notes and debentures.
Some debt securities pay interest at fixed rates of return
(referred to as fixed-income securities), while others pay interest at variable rates. Interest may be paid at different intervals. Some debt securities do not make regular interest payments, but instead are initially sold at a discount to the
principal amount that is to be paid at maturity.
The
risks involved with investing in debt securities include (without limitation):
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Credit risk: Credit
risk is the risk that an issuer, guarantor, or liquidity provider of a debt security may be unable or unwilling, or may be perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make
timely principal and/or interest payments, or to otherwise honor its obligations. By purchasing a debt security, in certain circumstances, a buyer is effectively lending money to the issuer of that security. If the issuer does not pay back the loan,
the holder of the security may experience a loss on its |
investment. Changes in an issuer's credit rating or the market's perception of
an issuer's creditworthiness may also affect the value of an investment. Moreover, in a rising interest rate environment, the risk that such issuer or guarantor may default on its obligations is heightened. Actual or perceived changes in economic,
social, health, financial or political conditions in general or that affect a particular type of instrument, issuer, guarantor or counterparty can reduce the ability of the party to meet its obligations, which can affect the credit quality,
liquidity and/or value of an instrument. The value of an instrument also may decline for reasons that relate directly to the issuer, guarantor or counterparty, such as management performance, financial leverage and reduced demand for goods and
services. Although credit quality ratings may not accurately reflect the true credit risk or liquidity of an instrument, a change in the credit quality rating of an instrument or an issuer can have a rapid, adverse effect on the instrument's
liquidity and make it more difficult to sell the instrument at an advantageous price or time. Credit ratings assigned by rating agencies are based on a number of factors and subjective judgments and, therefore, do not necessarily represent an
issuer's actual financial condition or the volatility or liquidity of the security.
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Maturity risk: Maturity
is the average expected repayment date of the Fund's portfolio, taking into account the expected final repayment dates of the securities in the portfolio. A debt security with a longer maturity may fluctuate in value more than a debt security with a
shorter maturity. Therefore, the NAV of the Fund that holds debt securities with a longer average maturity may fluctuate in value more than the NAV of the Fund that holds debt securities with a shorter average maturity. Duration is a measure of the
price sensitivity of a fixed-income investment to changes in interest rates. Duration is expressed as a number of years and is considered a more accurate sensitivity gauge than average maturity. However, measures such as average duration may not
accurately reflect the true interest rate sensitivity of the Fund's investments or its overall portfolio. |
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Market risk: Like other
securities, debt securities are subject to the forces of supply and demand. Low demand may negatively impact the price of a debt security. |
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Interest rate risk: A variety of factors can cause interest rates to change, including central bank monetary policies, inflation rates and general economic conditions. The value of a debt security usually changes when interest rates change.
Generally, when interest rates go up, the value of a debt security goes down and when interest rates go down, the value of a debt security goes up. During periods of very low or negative interest rates, the Fund's susceptibility to interest rate
risk may be magnified, its yield may be diminished and its performance may be adversely affected. Low interest rates (or negative interest rates) may magnify the risks associated with rising interest rates. The Fund may also be subject to heightened
interest rate risk when the Federal Reserve raises interest rates. For more information on risks associated with inflation, please see “Inflation/Deflation Risk.” |
Changing interest rates may have unpredictable effects on
markets, including market volatility, and may adversely affect performance. A low or negative interest rate environment may pose additional risks because low or negative yields on portfolio holdings may have an adverse impact on the Fund's ability
to provide a positive yield to its shareholders. Any such change in interest rates may be sudden and significant, with
unpredictable effects on the financial markets and the Fund's investments.
Should interest rates decrease, investments in certain variable-rate and fixed-rate debt securities may be adversely affected.
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Extension risk and
Prepayment risk: An issuer could exercise its right to pay principal on an obligation held by the Fund later than expected. This may happen when there is a rise in interest rates. Under these circumstances, the value of the obligation may decrease,
and the Fund may also suffer from the inability to reinvest in higher yielding securities. An issuer may exercise its right to redeem outstanding debt securities prior to their maturity (known as a "call") or otherwise pay principal earlier than
expected for a number of reasons (e.g., declining interest rates, changes in credit spreads and improvements in the issuer's credit quality). If an issuer calls or "prepays" a security in which the Fund has invested, the Fund may not recoup the full
amount of its initial investment and may be required to reinvest in generally lower-yielding securities, securities with greater credit risks or securities with other, less favorable features or terms than the security in which the Fund initially
invested. |
Debt securities rated below
investment grade by a nationally recognized statistical rating organization ("NRSRO") are considered to have speculative characteristics and some may be commonly referred to as "junk bonds." Junk bonds entail default and other risks greater than
those associated with higher-rated securities.
Baby bonds
are generally long-term, fixed-income debt securities issued in small-dollar denominations. Baby bonds typically mature 10 years after they are issued and some are issued for as long as 30 years. Baby bonds are subject to the risks involved with
investing in debt securities and may be more expensive to trade than other bonds.
Leverage Risk
The use of leverage creates an opportunity for increased common
share net investment income dividends, but also creates risks for the holders of common shares. Leverage is a speculative technique that exposes the Fund to greater risk and increased costs than if it were not implemented. Increases and decreases in
the value of the Fund's portfolio will be magnified when the Fund uses leverage. As a result, leverage may cause greater changes in the Fund's NAV. The Fund will also have to pay interest on its leverage, which may reduce the Fund's return. This
interest expense may be greater than the Fund's return on the underlying investment. The Fund's leveraging strategy may not be successful.
If the Fund borrows funds from banks or other financial
institutions (i.e.,enters into a credit facility), the Fund may be required to prepay outstanding amounts or incur a penalty rate of interest upon the occurrence of certain events of default. The Fund would also likely have to indemnify the lenders
under the credit facility against liabilities they may incur in connection therewith. In addition, the Fund expects that any credit facility would contain covenants that, among other things, likely would limit the Fund's ability to pay distributions
in certain circumstances, incur additional debt, change certain of its investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in addition to those required by the 1940 Act. The
Fund may be required to pledge its assets and to maintain a portion of its assets in cash or high-grade securities as a reserve against interest or principal payments and expenses.
Although it does not currently contemplate doing so, the Fund
may in the future issue preferred shares as a form of financial leverage. Any such preferred shares of the Fund would be senior to the Fund's common shares, such that holders of preferred shares would have priority over the distribution of the
Fund's assets, including dividends and liquidating distributions. If preferred shares are issued and outstanding, holders of the preferred shares would elect two trustees of the Fund, voting separately as a class.
The Fund anticipates that the money borrowed for investment
purposes will pay interest based on shorter-term interest rates that would be periodically reset. So long as the Fund's portfolio provides a higher rate of return, net of expenses, than the interest rate on borrowed money as reset periodically, the
leverage may cause the holders of common shares to receive a higher current rate of return than if the Fund were not leveraged. If, however, long-term and/or short-term rates rise, the interest rate on borrowed money could exceed the rate of return
on securities held by the Fund, reducing return to the holders of common shares. Recent developments in the credit markets may adversely affect the ability of the Fund to borrow for investment purposes and may increase the costs of such borrowings,
which would reduce returns to the holders of common shares.
There is no assurance that a leveraging strategy will be
successful. Leverage involves risks and special considerations for common shareholders, including:
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the likelihood of
greater volatility of net asset value, market price and dividend rate of the common shares than a comparable portfolio without leverage; |
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the risk that
fluctuations in interest rates on borrowings and short-term debt or in the interest or dividend rates on any other leverage that the Fund must pay will reduce the return to the holders of the Fund's common shares; |
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the effect of leverage
in a declining market, which is likely to cause a greater decline in the net asset value of the common shares than if the Fund were not leveraged, which may result in a greater decline in the market price of the common shares; |
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when the Fund uses
leverage, the investment advisory fees payable to the Manager and the Subadvisor will be higher than if the Fund did not use leverage; and |
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leverage may increase
operating costs, which may reduce total return. |
Certain types of borrowings by the Fund may result in the Fund
being subject to covenants in credit agreements relating to asset coverage and portfolio composition requirements. The Fund may be subject to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue
ratings for the short-term corporate debt securities or preferred shares issued by the Fund. These guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed by the 1940 Act. The Subadvisor
does not believe that these covenants or guidelines will impede them from managing the Fund's portfolio in accordance with the Fund's investment objective and policies.
The Fund may invest in the securities of other investment
companies. Such securities may also be leveraged, and will therefore be subject to the leverage risks described above. This additional leverage may in certain market conditions reduce the net asset value of the Fund's common shares and the returns
to the holders of common shares. For more information, please see "Leverage" earlier in this prospectus.
Liquidity Risk
The Fund may invest in illiquid or less liquid investments or
investments in which no secondary market is readily available. In addition, from time to time, the trading market for a particular investment or type of investment in which the Fund invests is or may become less liquid or even illiquid. Illiquid
investments frequently can be more difficult to purchase or sell at an advantageous price or time. An illiquid investment means any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven
calendar days or less at approximately the value ascribed to it by the Fund. Judgment plays a greater role in pricing these investments than it does in pricing investments having more active markets, and there is a greater risk that the investments
may not be sold for the price at which the Fund is carrying them. The Fund may receive illiquid securities as a result of its investment in securities involved in restructurings. Certain investments that were liquid when the Fund purchased them may
become illiquid, sometimes abruptly, particularly during periods of increased market volatility or adverse investor perception. Additionally, market closures due to holidays or other factors may render a security or group of securities (e.g.,
securities tied to a particular country or geographic region) illiquid for a period of time. An inability to sell a portfolio position can adversely affect the Fund's value or prevent the Fund from being able to take advantage of other investment
opportunities. Market prices for such securities or other investments may be volatile. Market participants attempting to sell the same or a similar investment at the same time as the Fund could decrease the liquidity of such investments, especially
during times of market volatility. During periods of substantial market volatility, an investment or even an entire market segment may become illiquid, sometimes abruptly, which can adversely affect the Fund's ability to limit losses.
Valuation Risk
Valuation risk refers to the potential that the sales price the
Fund could receive for any particular investment may differ from the Fund's valuation of the investment. Valuation of the Fund's investments may be difficult, particularly for securities that trade in thin or volatile markets or that are valued
using a fair value methodology that produces an estimate of the fair value of the security/instrument, which are based on good faith, subjective judgments, and available information. Such valuations may prove to be inaccurate. Where no clear or
reliable indication of the value of a particular investment is available, the investment will be valued at its fair value according to valuation procedures approved by the Board. These cases include, among others, situations where the secondary
markets on which a security has previously been traded are no longer viable for lack of liquidity. The value of illiquid investments may reflect a discount, which may be significant, from the market price of comparable securities for which a liquid
market exists, and thus negatively affect the
Fund's NAV. In addition, the value of illiquid investments that subsequently
become liquid may increase, positively affecting the Fund's NAV. The Manager, as valuation designee, may rely on various sources of information to value investments and calculate its NAV. The Manager may obtain pricing information from third parties
that are believed to be reliable. In certain cases, this information may be unavailable or this information may be inaccurate because of errors by the third parties, technological issues, an absence of current market data, or otherwise. These cases
increase the risks associated with fair valuation.
Portfolio Management Risk
The investment strategies, practices and risk analysis used by
the Subadvisor may not produce the desired results. In addition, the Fund may not achieve its investment objective, including during periods in which it takes temporary positions in response to unusual or adverse market, economic or political
conditions, or other unusual or abnormal circumstances. The Subadvisor may be incorrect in its assessment of a particular security or market trend, which could result in losses. The Subadvisor's judgment about whether securities will increase or
decrease in value may prove to be incorrect, and the value of these securities could change unexpectedly.
Investments selected based at least in part on the Subadvisor's
valuation model may not perform as expected. Because the Subadvisor's valuation model may contain certain inappropriate or incorrect assumptions in construction and implementation, the Fund's performance may be adversely affected by reliance on the
valuation model.
Other Investment Companies Risk
The Fund may invest in securities of other investment
companies, including other closed-end or open-end investment companies (including ETFs). With respect to closed-end funds and ETFs, the market value of their shares may differ from the NAV of the particular fund; the share may trade at a premium or
discount to its NAV, which may be due to, among other things, differences in the supply and demand in the market for the share and the supply and demand in the market for the underlying assets of the fund. To the extent the Fund invests a portion of
its assets in investment company securities, those assets will be subject to the risks of the purchased investment company's portfolio securities. In addition, if the Fund invests in such investment companies or investment funds, the Fund's
shareholders will bear not only their proportionate share of the expenses of the Fund, but also will indirectly bear similar expenses of the underlying investment company. In addition, the securities of other investment companies may also be
leveraged and will therefore be subject to the same leverage risks described herein. The NAV and market value of leveraged shares will be more volatile and the yield to shareholders will tend to fluctuate more than the yield generated by unleveraged
shares. Other investment companies may have investment policies that differ from those of the Fund. In addition, to the extent the Fund invests in other investment companies, the Fund will be dependent upon the investment and research abilities of
persons other than the Subadvisor.
Potential Conflicts of
Interest Risk—Allocation of Investment Opportunities
The Manager, the Subadvisor and their affiliates are involved
with a broad spectrum of financial services and asset management activities and may engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with those of the Fund. The Manager,
the Subadvisor and their affiliates may provide investment management services to other funds and discretionary
managed accounts that follow an investment program similar to that of the
Fund. Subject to the requirements of the 1940 Act, the Manager, the Subadvisor and their affiliates intend to engage in such activities and may receive compensation from third parties for their services. The Manager, the Subadvisor and their
affiliates have no obligation to share any investment opportunity, idea or strategy with the Fund. As a result, the Manager, the Subadvisor and their affiliates may compete with the Fund for appropriate investment opportunities. The results of the
Fund's investment activities, therefore, may differ from those of the Fund's affiliates, or another account managed by the Fund's affiliates, and it is possible that the Fund could sustain losses during periods in which one or more of the Fund's
affiliates and other accounts achieve profits on their trading for proprietary or other accounts. The Manager, the Subadvisor and their affiliates have adopted policies and procedures designed to address potential conflicts of interests and to
allocate investments among the funds managed by the Manager, the Subadvisor and their affiliates in a fair and equitable manner.
Inflation/Deflation Risk
Inflation risk is the risk that the value of assets or income
from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the common shares and distributions can decline. Inflation rates may change frequently and significantly as a
result of various factors, including unexpected shifts in the domestic or global economy and changes in monetary or economic policies (or expectations that these policies may change). A Fund's investments may not keep pace with inflation, which
would adversely affect the real value of Fund shareholders' investment in the Fund. The market price of debt securities generally falls as inflation increases because the purchasing power of the future income and repaid principal is expected to be
worth less when received by a Fund. In addition, this risk may be significantly elevated compared to normal conditions because of monetary policy measures and the current interest rate environment and level of government intervention and spending.
Deflation risk is the risk that prices throughout the economy decline over time—the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer defaults more likely, which may result in a
decline in the value of the Fund's portfolio.
Market
Discount from Net Asset Value Risk
Shares of closed-end
investment companies frequently trade at a discount from their NAV. This characteristic is a risk separate and distinct from the risk that the Fund's NAV per common share could decrease as a result of its investment activities. Although the value of
the Fund's net assets is generally considered by market participants in determining whether to purchase or sell common shares, whether investors will realize gains or losses upon the sale of the common shares will depend entirely upon whether the
market price of the common shares at the time of sale is above or below the investor's purchase price for the common shares. Because the market price of the common shares will be determined by factors such as NAV, dividend and distribution levels
and their stability (which will in turn be affected by levels of dividend and interest payments by the Fund's portfolio holdings, the timing and success of the Fund's investment strategies, regulations affecting the timing and character of Fund
distributions, Fund expenses and other factors), supply of and demand for the common shares, trading volume of the common shares, general market, interest rate and economic conditions and other factors beyond the control of the Fund, the Fund cannot
predict whether the common shares will trade at, below or above NAV or at, below or above the initial public offering price. The Fund will pay (and holders of common
shares will bear) any costs and expenses relating to the issuance and ongoing
maintenance of preferred shares.
Anti-Takeover
Provisions
The Declaration of Trust and By-Laws include
provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to an open-end fund. These provisions could have the effect of depriving the holders of the common shares of opportunities to
sell their common shares at a premium over the then-current market price of the common shares. See "Certain Provisions in the Declaration of Trust and By-Laws".
Secondary Market for the Common Shares
The issuance of common shares through the Fund's dividend
reinvestment plan may have an adverse effect on the secondary market for the common shares. The increase in the number of outstanding common shares resulting from issuances pursuant to the Fund's dividend reinvestment plan and the discount to the
market price at which such common shares may be issued may put downward pressure on the market price for the common shares. When the common shares are trading at a premium, the Fund may also issue common shares that may be sold through private
transactions or effected on the NYSE or through broker-dealers. The increase in the number of outstanding common shares resulting from these offerings may put downward pressure on the market price for common shares.
Regulatory Risk
Government regulation and/or intervention may change the way
the Fund is regulated, affect the expenses incurred directly by the Fund, affect the value of its investments, and limit the Fund's ability to achieve its investment objective. Government regulation may change frequently and may have significant
adverse consequences. Moreover, government regulation may have unpredictable and unintended effects. In addition to exposing the Fund to potential new costs and expenses, additional regulation or changes to existing regulation may also require
changes to the Fund's investment practices. Certain regulatory authorities may also prohibit or restrict the ability of the Fund to engage in certain derivative transactions or short-selling of certain securities. Although there continues to be
uncertainty about the full impact of these and other regulatory changes, the Fund may be subject to a more complex regulatory framework, and incur additional costs to comply with new requirements as well as to monitor for compliance with any new
requirements going forward.
At any time after the date of
this report, legislation may be enacted that could negatively affect the assets of the Fund. Legislation or regulation may change the way in which the Fund is managed. Neither the Manager nor the Subadvisor can predict the effects of any new
governmental regulation that may be implemented, and there can be no assurance that any new governmental regulation will not adversely affect the Fund's ability to achieve its investment objective. The Fund's activities may be limited or restricted
because of laws and regulations applicable to the Manager, the Subadvisor or the Fund.
Operational and Cyber Security Risk
Operational risk arises from a number of factors, including but
not limited to, human error, processing and communication errors, errors of service providers, counterparties or other third-parties, failed or inadequate processes and technology or system failures. Additionally, the Fund and its service providers
are susceptible to risks resulting from breaches in
cyber security, including the theft, corruption, destruction or denial of
access to data maintained online or digitally, denial of service on websites and other disruptions. Successful cyber security breaches may adversely impact the Fund and its shareholders by, among other things, interfering with the processing of
shareholder transactions, impacting its ability to calculate its NAV, causing the release of confidential shareholder or Fund information, impeding trading, causing reputational damage and subjecting the Fund to fines, penalties or financial losses.
The Fund seeks to reduce these operational and cyber security risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate for those risks that they are intended to address.
Terrorism and Market Disruption Risk
Terrorist attacks and other geopolitical events have led to,
and may in the future lead to, increased short-term market volatility and may have long-term effects on U.S. and world economies and markets. Global political and economic instability could affect the operations of companies in which the Fund
invests in unpredictable ways, including through disruptions of natural resources supplies and markets and the resulting volatility in commodity prices. The operations of companies in the natural resources and energy sectors are subject to many
hazards inherent in the exploration for, and development, production, gathering, transportation, processing, storage, refining, distribution, mining or marketing of natural gas, natural gas liquids, crude oil, refined petroleum products or other
hydrocarbons, including damage to production equipment, pipelines, storage tanks or related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires and other natural disasters or by acts of terrorism; inadvertent damage
from construction or other equipment; leaks of natural gas, natural gas liquids, crude oil, refined petroleum products or other hydrocarbons; and fires and explosions. The U.S. government has issued warnings that natural resources assets,
specifically pipeline infrastructure and production, transmission and distribution facilities, may be future targets of terrorist activities. These dangers give rise to risks of substantial losses as a result of loss or destruction of commodity
reserves; damage to or destruction of property, facilities and equipment; pollution and environmental damage; and personal injury or loss of life. Any occurrence of such catastrophic events could bring about a limitation, suspension or
discontinuation of the operations of impacted companies. In addition, changes in the insurance markets have made certain types of insurance more difficult, if not impossible, to obtain and have generally resulted in increased premium costs.
Companies may not be fully insured against all risks inherent in their business operations and therefore accidents and catastrophic events could adversely affect such companies' operations, financial conditions and ability to pay distributions to
shareholders.
Recent Events Risk
See “Additional Information Regarding the Fund —
Changes Occurring During the Reporting Period” for a description of this principal risk.
Non-Diversification Risk
The Fund is a non-diversified, closed-end management investment
company registered under the 1940 Act. A non-diversified fund may invest a greater portion of its assets in a more limited number of issuers than a diversified fund. A non-diversified fund may select its investments from a relatively small pool of
issuers together with securities issued by any newly public issuers consistent with its stated investment objective and policies. An investment in a non-diversified fund may present greater risk to an investor than an investment in a diversified
portfolio because
changes in the financial condition or market assessment of a single issuer or
small number of issuers may cause greater fluctuations in the value of the fund's shares.
LIBOR Replacement Risk
The terms of floating rate loans, financings or other
transactions in the U.S. and globally have been historically tied to the London Interbank Offered Rate ("LIBOR"), which functions as a reference rate or benchmark for various commercial and financial contracts. LIBOR may be a significant factor in
determining payment obligations under derivatives transactions, the cost of financing of the Fund's investments or the value or return on certain other Fund investments. As a result, LIBOR may be relevant to, and directly affect, the Fund's
performance, price volatility, liquidity and value, as well as the price volatility, liquidity and value of the assets that the Portfolio holds. As of January 1, 2022, the Financial Conduct Authority, the United Kingdom's financial regulatory body
and regulator of LIBOR, ceased its active encouragement of banks to provide the quotations needed to sustain most LIBOR rates due to the absence of an active market for interbank unsecured lending and other reasons. However, the Financial Conduct
Authority, the LIBOR administrator and other regulators also announced that the most widely used tenors of the U.S. dollar LIBOR will continue until mid-2023. As a result, it is anticipated that the remaining LIBOR settings will be discontinued or
will no longer be sufficiently robust to be representative of its underlying market around that time.
In connection with supervisory guidance from regulators,
certain regulated entities ceased to enter into certain new LIBOR contracts after January 1, 2022. On March 15, 2022, the Adjustable Interest Rate (LIBOR) Act was signed into law. This law provides a statutory fallback mechanism on a nationwide
basis to replace LIBOR with a benchmark rate that is selected by the Board of Governors of the Federal Reserve System and based on the Secured Overnight Financing Rate ("SOFR") (which measures the cost of overnight borrowings through repurchase
agreement transactions collateralized with U.S. Treasury securities) for certain contracts that reference LIBOR and contain no, or insufficient, fallback provisions. It is expected that implementing regulations in respect of the law will follow.
Although the transition process away from LIBOR has become increasingly well-defined in advance of the anticipated discontinuation date, there remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement
rates.
Accordingly, the transition process might lead to
increased volatility and illiquidity in markets for instruments with terms tied to LIBOR. It could also lead to a reduction in the interest rates on, and the value of, some LIBOR-based investments and reduce the effectiveness of hedges mitigating
risk in connection with LIBOR-based investments. Although some LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate-setting methodology and/or increased costs for certain
LIBOR-related instruments or financing transactions, others may not have such provisions and there may be significant uncertainty regarding the effectiveness of any such alternative methodologies. Instruments that include robust fallback provisions
to facilitate the transition from LIBOR to an alternative reference rate may also include adjustments that do not adequately compensate the holder for the different characteristics of the alternative reference rate. The result may be that the
fallback provision results in a value transfer from one party to the instrument to the
counterparty. Additionally, because such provisions may differ across
instruments (e.g., hedges versus cash positions hedged or investments in structured finance products transitioning to a different rate or at a different time as the assets underlying those structured finance products), LIBOR’s cessation may
give rise to basis risk and render hedges less effective. As the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects and related adverse conditions could occur prior to the anticipated cessation of the
remaining U.S. dollar LIBOR tenors in mid-2023. There also remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments, notwithstanding significant efforts
by the industry to develop robust LIBOR replacement clauses. The effect of any changes to, or discontinuation of, LIBOR on the Fund will vary depending, among other things, on (1) existing fallback or termination provisions in individual contracts
and the possible renegotiation of existing contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments.
The Fund's investments may also be tied to other interbank
offered rates and currencies, which also will likely face similar issues. In many cases, in the event that an instrument falls back to an alternative reference rate, including SOFR, the alternative reference rate will not perform the same as LIBOR
because the alternative reference rate does not include a credit sensitive component in the calculation of the rate. Alternative reference rates generally reflect the performance of the market for U.S. treasury securities, which are secured by the
U.S. treasury, and not the inter-bank lending markets. In the event of a credit crisis, floating rate instruments using certain alternative reference rates could therefore perform differently than those instruments using a rate indexed to the
inter-bank lending market.
These developments could
negatively impact financial markets in general and present heightened risks, including with respect to the Fund's investments. As a result of this uncertainty and developments relating to the transition process, the Fund and its investments may be
adversely affected.
Greater China Risk
Investing in securities of issuers located in or economically
tied to mainland China, Hong Kong or Taiwan involves certain risks and considerations, including, more frequent trading suspensions (by the government or the issuer itself), government interventions, nationalization of assets, currency exchange rate
fluctuations or blockages, limits on the use of brokers and on foreign ownership, different financial reporting standards, higher dependence on exports and international trade, potential for increased trade tariffs, embargoes and other trade
limitations and custody risks. Recent developments in relations between the United States and China have heightened concerns of increased tariffs and restrictions on trade between the two countries. It is unclear whether future tariffs and sanctions
may be imposed or other escalating actions may be taken in the future, which could negatively impact the Fund.
Mainland China controls matters that relate to defense and
foreign affairs but does not tax Hong Kong, does not limit the exchange of the Hong Kong dollar for foreign currencies and does not place restrictions on free trade in Hong Kong. There is no guarantee that mainland China will continue to honor the
agreement and mainland China may change its
policies regarding Hong Kong in the future. Any such change may adversely
affect market conditions and the performance of mainland Chinese and Hong Kong issuers and the value of securities in the Fund's portfolio.
Additionally, the prospect of political reunification of
mainland China and Taiwan has engendered hostility between the two regions’ governments. This situation poses a significant threat to Taiwan’s economy, as heightened conflict could potentially lead to distortions in Taiwan’s
capital accounts and have an adverse impact on the value of investments throughout Greater China.
INVESTMENT PRACTICES
Derivatives. Although it has no current intention to do
so, the Fund may also invest in derivative transactions. Derivatives transactions may be used to attempt to protect against possible changes in the market value of the Fund’s portfolio resulting from fluctuations in the market for municipal
bonds and changes in interest rates, to protect the Fund’s unrealized gains in the value of its portfolio securities, to facilitate the sale of such securities for investment purposes and to establish a position in the securities markets as a
temporary substitute for purchasing particular securities. Any or all of the aforementioned derivatives transactions may be used at any time. There is no particular strategy that requires use of one technique rather than another. Use of any
derivative is a function of market conditions. The ability of the Fund to use derivatives transactions successfully will depend on the Subadvisor’s ability to anticipate pertinent market movements as well as sufficient correlation among the
instruments, which cannot be assured. There is no assurance that these derivative strategies will be available at any time or that the Subadvisor will determine to use them for hedging or risk management purposes or, if used, that the strategies
will be successful. Income or gains from derivatives may result in taxable distributions by the Fund.
The principal risks relating to the use of derivatives
transactions are: (a) less than perfect correlation between the prices of the instrument and the market value of the securities in the Fund’s portfolio; (b) possible lack of a liquid secondary market for closing out a position in such
instruments; (c) losses resulting from interest rate or other market movements not anticipated by the Subadvisor; and (d) the obligation to meet additional variation margin or other payment requirements, all of which could result in the Fund being
in a worse position than if such techniques had not been used. Certain provisions of the Internal Revenue Code of 1986, as amended may also restrict or affect the ability of the Fund to engage in derivative transactions.
Portfolio Turnover. The Fund’s portfolio turnover
rate is calculated by dividing the lesser of sales or purchases of portfolio securities by the average monthly value of the Fund’s portfolio securities. For purposes of this calculation, portfolio securities will exclude purchases and sales of
debt securities having maturity at the date of purchase of one year or less.
The turnover rate for the Fund will vary from year-to-year and
depending on market conditions, turnover could be greater in periods of unusual market movement and volatility. A higher turnover rate generally would result in greater brokerage commissions, particularly in the case of an equity-oriented Fund, or
other transactional expenses which must be
borne, directly or indirectly, by the Fund and, ultimately, by the
Fund’s shareholders. High portfolio turnover may result in increased brokerage commissions and in the realization of a substantial increase in net short-term capital gains by the Fund which, when distributed to non-tax-exempt shareholders,
will be treated as dividends (ordinary income).
USE OF
LEVERAGE
The Fund employs leverage to seek to achieve its
investment objective primarily through the use of funds borrowed from banks or other financial institutions (i.e., credit facility). In addition, although it has no current intention to do so, the Fund may also employ leverage by issuing preferred
shares. The use by the Fund of the proceeds received from issuing preferred shares and borrowing from banks or other financial institutions is referred to as "Effective Leverage." In percentage terms, Effective Leverage is the ratio of the dollar
amount of the proceeds received from issuing preferred shares and borrowing from banks or other financial institutions divided by the Fund's total investment exposure. Based on current market conditions, it is anticipated that the Fund's overall
Effective Leverage will be approximately 30% of the Managed Assets. The Fund may choose to increase or decrease, or eliminate entirely, its use of leverage over time and from time to time (i.e., higher or lower than the anticipated 30%). However, in
no event will the Fund's overall Effective Leverage exceed 50% of the Managed Assets. In addition, the Fund may borrow for temporary, emergency or other purposes as permitted by the 1940 Act. Subject to market conditions, the Fund anticipates using
leverage primarily through the use of proceeds received from funds borrowed from banks or other financial institutions (i.e., credit facility).
The use of leverage is subject to numerous risks and will cause
the Fund's NAV to be more volatile than if leverage was not used. For example, a decline in the value of the Fund's assets will cause the Fund's NAV to decline more than if the Fund had not used leverage. A reduction in the Fund's NAV may cause a
reduction in the market price of its common shares.
Use
of leverage creates an opportunity for increased income and return for holders of the common shares but, at the same time, creates risks, including the likelihood of greater volatility in the NAV and market price of, and distributions on, the common
shares. The management fees paid by the Fund will be calculated on the basis of the Managed Assets, which includes proceeds from (and assets subject to) the Fund's Effective Leverage minus the sum of the Fund's accrued liabilities (other than Fund
liabilities incurred for the purpose of Effective Leverage). Therefore, the management and subadvisory fees payable to the Manager and Subadvisor, respectively, will be higher when leverage is utilized. This will create a conflict of interest
between the Manager and Subadvisor, on the one hand, and the holders of the common shares, on the other hand. Accordingly, the Board intends to periodically consider, as deemed relevant by each Trustee, the Fund's use of leverage, including its
impact on the Fund's performance and on the fees paid to the Manager and Subadvisor.
There can be no assurance that the Fund's leverage strategy
will be successful or that the Fund will be able to use leverage at all. Recent developments in the credit markets may adversely affect the ability of the Fund to borrow for investment purposes and may increase the costs of such borrowings, which
would reduce returns to the holders of the common shares.
There can be no assurance that once the Fund has obtained
proceeds through Effective Leverage, the Fund will be able, at the maturity of the leverage transaction, to "roll over", replace, or otherwise extend such leverage. If the Fund is unable to extend such leverage, the Fund will be compelled to
liquidate portfolio holdings to retire its leverage, and may do so on terms unattractive to the Fund or at a time or subject to market conditions, which are not beneficial to the Fund's overall performance. Such reduction in leverage may also impact
negatively the Fund's performance in the future.
The Fund
currently uses leverage primarily through the use of funds borrowed from banks or other financial institutions (i.e., credit facility). The Fund reserves the flexibility to issue preferred shares or debt, borrow money, issue commercial paper or
enter into similar transactions to add leverage to its portfolio. Any use of leverage by the Fund will be consistent with the provisions of the 1940 Act. The leverage would have complete priority upon distribution of assets over common shares. The
Fund typically invests the proceeds derived from any leverage offering in securities consistent with the Fund's investment objective and policies. If preferred shares are issued, they may pay adjustable rate dividends based on shorter-term interest
rates. The adjustment period for preferred shares dividends could be as short as one day or as long as a year or more. So long as the Fund's portfolio is invested in securities that provide a higher rate of return than the dividend rate or interest
rate of the leverage, after taking expenses into consideration, the leverage will cause the holders of the common shares to receive a higher current rate of return than if the Fund were not leveraged. On the other hand, to the extent that the then
current cost of any leverage, together with other related expenses, approaches the net return on the Fund's investment portfolio, the benefit of leverage to holders of the common shares will be reduced, and if the then-current cost of any leverage
were to exceed the net return on the Fund's portfolio, the Fund's leveraged capital structure would result in a lower rate of return to holders of the common shares than if the Fund were not so leveraged. The Fund will pay (and holders of common
shares will bear) any costs and expenses relating to the issuance and ongoing maintenance of preferred shares.
The Declaration of Trust authorizes the Fund, without prior
approval of the holders of the common shares, to borrow money. In this connection, the Fund may issue notes or other evidence of indebtedness (including borrowing from banks or other financial institutions (i.e., credit facility) or commercial
paper) and may secure any such borrowings by mortgaging, pledging or otherwise subjecting as security the Fund's assets. In connection with such borrowing, the Fund may be required to maintain minimum average balances with the lender or to pay a
commitment or other fee to maintain a line of credit. Any such requirements will increase the cost of borrowing over the stated interest rate. Under the requirements of the 1940 Act, the Fund, immediately after any such borrowings, must have an
"asset coverage" of at least 300% (331/3% of Managed Assets). With respect to such borrowing, asset coverage means the ratio which the value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities
(as defined in the 1940 Act), bears to the aggregate amount of such borrowing represented by senior securities issued by the Fund.
The rights of lenders to the Fund to receive interest on and
repayment of principal of any such borrowings will be senior to those of the holders of common shares, and the terms of any such borrowings may contain provisions which limit certain activities of the Fund, including the payment of dividends to
holders of the common shares in certain circumstances. Further, the 1940 Act does (in certain circumstances) grant to the lenders to the Fund certain voting rights in the event of default in the payment of interest on or repayment of principal. In
the event that such provisions would impair the Fund's status as a regulated investment company under the Code, the Fund intends to repay the borrowings. Any borrowing will likely be ranked senior or equal to all other existing and future borrowings
of the Fund.
Certain types of borrowings may result in
the Fund being subject to covenants in credit agreements relating to asset coverage and portfolio composition requirements. Generally, covenants to which the Fund may be subject include affirmative covenants, negative covenants, financial covenants,
and investment covenants. An example of an affirmative covenant would be one that requires the Fund to send its annual audited financial report to the lender. An example of a negative covenant would be one that prohibits the Fund from making any
amendments to its fundamental policies. An example of a financial covenant is one that would require the Fund to maintain a 3:1 asset coverage ratio. An example of an investment covenant is one that would require the Fund to limit its investment in
a particular asset class. The Fund may be subject to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue ratings for any short-term corporate debt securities or preferred shares issued by the
Fund. These guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed by the 1940 Act. It is not anticipated that these covenants or guidelines will impede the Subadvisor from managing the
Fund's portfolio in accordance with the Fund's investment objective and policies.
Under the 1940 Act, the Fund is not permitted to issue
preferred shares unless immediately after such issuance the value of the Managed Assets is at least 200% of the liquidation value of the outstanding preferred shares (i.e., the liquidation value may not exceed 50% of the Managed Assets). In
addition, the Fund is not permitted to declare any cash dividend or other distribution on its common shares unless, at the time of such declaration, the value of the Managed Assets is at least 200% of such liquidation value after deducting the
amount of such dividend or distribution. If preferred shares are issued, the Fund intends, to the extent possible, to purchase or redeem preferred shares from time to time to the extent necessary in order to maintain coverage of any preferred shares
of at least 200%. In addition, as a condition to obtaining ratings on the preferred shares, the terms of any preferred shares issued are expected to include more stringent asset coverage maintenance provisions, which will require the redemption of
the preferred shares in the event of non-compliance by the Fund and may also prohibit dividends and other distributions on the common shares in such circumstances. In order to meet redemption requirements, the Fund may have to liquidate portfolio
securities. Such liquidations and redemptions would cause the Fund to incur related transaction costs and could result in capital losses to the Fund. Prohibitions on dividends and other distributions on the common shares could impair the Fund's
ability to qualify as a regulated investment company under the Code. If the Fund has preferred shares outstanding, two of the Fund's Trustees will be elected by the holders of preferred shares as a class.
The remaining Trustees of the Fund will be elected by holders
of common shares and preferred shares, if any, voting together as a single class. In the event the Fund failed to pay dividends on preferred shares for two years, holders of preferred shares would be entitled to elect a majority of the Trustees of
the Fund.
The Fund may also borrow money as a temporary
measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Fund securities.
EFFECTS OF LEVERAGE
The following table is furnished in response to requirements of
the SEC. It is designed to illustrate the effect of leverage on common shares total return during the Fund’s first full year of operations, assuming investment portfolio total returns (comprised of income and changes in the value of securities
held in the Fund’s portfolio) of -10%, -5%, 0%, 5% and 10%. Specifically, the table is intended to illustrate the amplified effect leverage may have on common shares total returns based on the performance of the Fund’s underlying assets,
i.e., gains or losses will be greater than they otherwise would be without the use of leverage. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or
expected to be experienced by the Fund.
The table below
reflects the Fund's (i) continued use of leverage representing 30% of Managed Assets (including assets attributable to such leverage), (ii) the estimated annual effective interest expense rate of 5.82% payable by the Fund on its leverage, and (iii)
the annual return that the Fund's portfolio must experience (net of expenses) in order to cover such costs of leverage based on such estimated annual effective interest expense rate. The common shares must experience an annual return of 2.49% in
order to cover the rate of annual dividend and interest payments on preferred shares and/or notes or other forms of indebtedness, if any.
| |
MEGI
|
Common
Share Total Return for (10.00)%
Assumed Portfolio Total Return |
-16.78%
|
Common
Share Total Return for (5.00)%
Assumed Portfolio Total Return |
-9.64
|
Common
Share Total Return for 0.00%
Assumed Portfolio Total Return |
2.49
|
Common
Share Total Return for 5.00%
Assumed Portfolio Total Return |
4.65
|
Common
Share Total Return for 10.00%
Assumed Portfolio Total Return |
11.79
|
Assumed Portfolio Total Return is
composed of two elements: the common shares dividends paid by the Fund (the amount of which is largely determined by the net investment income of the Fund after paying interest on its leverage) and gains or losses on the value of the securities the
Fund owns. As required by SEC rules, the table above assumes that the Fund is more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0% the Fund must assume that the dividends and interest
it receives on its investments is entirely offset by losses in the value of those investments.
If the Fund uses leverage, the amount of fees paid to the
Manager for management services will be higher than if the Fund does not use leverage because the fees paid are calculated on the Managed Assets, which include assets purchased with leverage. Therefore, the Manager and the Subadvisor have a
financial incentive to use leverage, which
creates a conflict of interest between the Manager and the Subadvisor and the
holders of common shares, as only the holders of common shares would bear the fees and expenses incurred through the Fund's use of leverage.
FUNDAMENTAL INVESTMENT LIMITATIONS
The Fund’s investment objectives and certain investment
policies of the Fund are described in the Prospectus. The following are the fundamental investment limitations set forth in their entirety. The Fund may not:
(1) issue senior
securities, except as permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time;
(2) borrow money, except as
permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time;
(3) make loans, except by
the purchase of debt obligations, by entering into repurchase agreements or through the lending of portfolio securities and as otherwise permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having
jurisdiction, from time to time;
(4)
invest more than 25% of the value of its total assets at the time of purchase in a particular industry, or group of industries, except as permitted under the 1940 Act, as interpreted or modified by regulatory
authorities having jurisdiction, from time to time, provided that, without limiting the generality of the foregoing, this limitation will not apply to the Fund’s investments in: (i) securities of other investment companies; (ii) securities
issued or guaranteed as to principal and/or interest by the U.S. government, its agencies or instrumentalities or tax-exempt securities of state and municipal governments or their political subdivisions; or (iii) repurchase agreements
(collateralized by the instruments described in clause (ii)); provided, however, that the Fund will, in normal circumstances, invest more than 25% of the value of its total assets at the time of purchase in the securities of issuers conducting their
business activities in the infrastructure group of industries.
(5) underwrite securities,
except to the extent that the Fund may act as an underwriter of securities within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and as otherwise permitted under the 1940 Act, as such may be interpreted or
modified by regulatory authorities having jurisdiction, from time to time;
(6) purchase or sell real
estate or any interests therein except as permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time; and
(7) purchase or sell
physical commodities or contracts relating to physical commodities, unless acquired as a result of owning securities or other instruments, except as permitted under the 1940 Act and other applicable laws, rules and regulations, as such may be
interpreted or modified by regulatory authorities having jurisdiction, from time to time.
All other investment policies are considered non-fundamental
and may be changed by the Fund’s Board of Trustees (the “Board of Trustees” or the “Board”) without prior approval of a majority of the Fund’s outstanding voting securities.
Board of
Trustees and Officers (Unaudited)
The Trustees and officers of the Fund are listed below. The Board oversees the
MainStay Group of Funds (which consists of MainStay Funds and MainStay Funds Trust), MainStay VP Funds Trust, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay CBRE Global Infrastructure Megatrends Fund, the Manager and the
Subadvisors, and elects the officers of the Fund who are responsible for the day-to-day operations of the Fund. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and
qualified or until his or her resignation, death or removal.
Under the Board’s retirement policy, unless an exception is made, a
Trustee must tender his or her resignation by the end of the calendar year during which he or she reaches the age of 75. Officers are elected annually by the Board. The business address of each Trustee and officer listed below is 51 Madison Avenue,
New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act and rules adopted by the SEC thereunder) of the Fund (“Independent Trustees”).
| |
Name
and
Year of Birth |
Term
of Office,
Position(s) Held and
Length of Service |
Principal
Occupation(s)
During Past Five Years |
Number
of
Portfolios in
Fund Complex
Overseen by
Trustee |
Other
Directorships
Held by Trustee |
| |
|
|
|
|
|
| |
Naïm
Abou-Jaoudé*
1966 |
MainStay
CBRE Global Infrastructure Megatrends Fund:
Trustee since June 2023 |
Chief
Executive Officer of New York Life Investment Management LLC since 2023. Previously, Abou-Jaoudé was the Chief Executive Officer of Candriam (an affiliate of New York Life Investment Management LLC) from 2007 to 2023. |
79
|
MainStay
VP Funds Trust: Trustee since June 2023 (31 portfolios);
MainStay Funds: Trustee since June 2023;
MainStay Funds Trust: Trustee
since June 2023;
MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since June 2023; and
New York Life Investment Management International: Chair
since 2015 |
| *
|
This Trustee is considered to
be an “interested person” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund, within the meaning of the 1940 Act
because of his affiliation with New York Life Insurance Company, New York Life Investment Management LLC, Candriam, IndexIQ Advisors LLC, MacKay Shields LLC, NYL Investors LLC, NYLIFE Securities LLC and/or NYLIFE Distributors LLC, as described in
detail above in the column entitled “Principal Occupation(s) During Past Five Years.” |
| |
|
| 48
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
| |
Name
and
Year of Birth |
Term
of Office,
Position(s) Held and
Length of Service |
Principal
Occupation(s)
During Past Five Years |
Number
of
Portfolios in
Fund Complex
Overseen by
Trustee |
Other
Directorships
Held by Trustee |
| |
|
|
|
|
|
| |
David
H. Chow
1957 |
MainStay
CBRE Global Infrastructure Megatrends Fund: Trustee since June 2021 and Audit Committee Financial Expert |
Founder
and CEO, DanCourt Management, LLC (since 1999) |
79
|
MainStay
VP Funds Trust: Trustee since January 2016, Advisory Board Member
(June 2015 to December 2015)
(31 portfolios);
MainStay Funds: Trustee since January 2016,
Advisory Board Member (June 2015 to December 2015) (12 funds);
MainStay Funds Trust: Trustee since January 2016, Advisory Board Member
(June 2015 to December 2015)
(33 funds);
MainStay
MacKay DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015);
VanEck Vectors Group of Exchange- Traded Funds: Trustee since 2006 and Independent Chairman of the Board of Trustees from 2008 to 2022 (57 portfolios);
Berea College of Kentucky: Trustee since 2009, Chair of Investment
Committee since 2018 |
| |
Karen
Hammond
1956 |
MainStay
CBRE Global Infrastructure Megatrends Fund: Trustee since December 2021 and Audit Committee Financial Expert, Advisory Board Member (June 2021 to December 2021) |
Retired;
Managing Director, Devonshire Investors (2007 to 2013); Senior Vice President, Fidelity Management & Research Co. (2005 to 2007); Senior Vice President and Corporate Treasurer, FMR Corp. (2003 to 2005); Chief Operating Officer, Fidelity
Investments Japan (2001 to 2003) |
79
|
MainStay
VP Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021)
(31 portfolios);
MainStay Funds: Trustee since December 2021, Advisory
Board Member (June 2021 to December 2021) (12 funds);
MainStay Funds Trust: Trustee since December 2021, Advisory Board Member (June 2021 to December 2021) (33 funds);
MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since
December 2021, Advisory Board Member (June 2021 to December 2021);
Two Harbors Investment Corp.: Director since 2018;
Rhode Island State Investment Commission: Member since 2017; and
Blue
Cross Blue Shield of Rhode Island: Director since 2019 |
| |
Susan
B. Kerley
1951 |
MainStay
CBRE Global Infrastructure Megatrends Fund: Trustee since June 2021 and Audit Committee Financial Expert |
President,
Strategic Management Advisors LLC since 1990 |
79
|
MainStay
VP Funds Trust: Chairman since January 2017 and Trustee since 2007
(31 portfolios)*;
MainStay Funds: Chairman since January 2017 and Trustee since 2007 (12
funds); MainStay Funds Trust: Chairman since January 2017 and Trustee since 1990 (33 funds)**;
MainStay MacKay DefinedTerm Municipal Opportunities Fund: Chairman
since January 2017 and Trustee since 2011; and
Legg Mason Partners Funds: Trustee since 1991 (45 portfolios) |
Board of
Trustees and Officers (Unaudited) (continued)
| |
Name
and
Year of Birth |
Term
of Office,
Position(s) Held and
Length of Service |
Principal
Occupation(s)
During Past Five Years |
Number
of
Portfolios in
Fund Complex
Overseen by
Trustee |
Other
Directorships
Held by Trustee |
| |
|
|
|
|
|
| |
Alan
R. Latshaw
1951 |
MainStay
CBRE Global Infrastructure Megatrends Fund: Trustee since June 2021 and Audit Committee Financial Expert |
Retired;
Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006) |
79
|
MainStay
VP Funds Trust: Trustee since 2007 (31 portfolios)*;
MainStay Funds: Trustee since 2006
(12 funds);
MainStay Funds Trust:
Trustee since 2007 (33 funds)**; and
MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011 |
| |
Jacques
P. Perold
1958 |
MainStay
CBRE Global Infrastructure Megatrends Fund: Trustee since June 2021 |
Founder
and Chief Executive Officer, CapShift Advisors LLC since 2018; President, Fidelity Management & Research Company (2009 to 2014); President and Chief Investment Officer, Geode Capital Management, LLC (2001 to 2009) |
79
|
MainStay
VP Funds Trust: Trustee since January 2016, Advisory Board Member
(June 2015 to December 2015)
(31 portfolios);
MainStay Funds: Trustee since January 2016,
Advisory Board Member (June 2015 to December 2015) (12 funds);
MainStay Funds Trust: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015) (33 funds);
MainStay MacKay
DefinedTerm Municipal Opportunities Fund: Trustee since January 2016, Advisory Board Member (June 2015 to December 2015);
Allstate Corporation: Director since 2015;
and MSCI Inc.: Director since 2017 |
| |
Richard
S. Trutanic
1952 |
MainStay
CBRE Global Infrastructure Megatrends Fund: Trustee since June 2021 |
Chairman
and Chief Executive Officer, Somerset & Company (financial advisory firm) (since 2004); Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Board Member, Groupe Arnault S.A.
(private investment firm) (1999 to 2002)
|
79
|
MainStay
VP Funds Trust: Trustee since 2007 (31 portfolios)*;
MainStay Funds: Trustee since 1994
(12 funds);
MainStay Funds Trust:
Trustee since 2007 (33 funds)**; and
MainStay MacKay DefinedTerm Municipal Opportunities Fund: Trustee since 2011 |
| *
|
Includes prior service as a
Director of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust. |
| **
|
Includes
prior service as a Director/Trustee of certain predecessor entities to MainStay Funds Trust. |
| 50
|
MainStay CBRE Global
Infrastructure Megatrends Fund |
| |
Name
and
Year of Birth |
Position(s)
Held and
Length of Service |
Principal
Occupation(s)
During Past Five Years |
|
| |
|
|
|
|
| |
Kirk
C. Lehneis
1974 |
President,
MainStay CBRE Global Infrastructure Megatrends Fund (since 2021) |
Chief
Operating Officer and Senior Managing Director since 2016, New York Life Investment Management LLC and New York Life Investment Management Holdings LLC; Member of the Board of Managers (since 2017) and Senior Managing Director (since 2018), NYLIFE
Distributors LLC; Chairman of the Board and Senior Managing Director, NYLIM Service Company LLC (since 2017); Trustee, President and Principal Executive Officer of IndexIQ Trust, IndexIQ ETF Trust and IndexIQ Active ETF Trust (since 2018);
President, MainStay MacKay DefinedTerm Municipal Opportunities Fund, MainStay Funds, MainStay Funds Trust and MainStay VP Funds Trust (since January 2017)**; Senior Managing Director, Global Product Development (2015 to 2016); Managing Director,
Product Development (2010 to 2015), New York Life Investment Management LLC |
|
| |
Jack
R. Benintende
1964 |
Treasurer
and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Fund (since 2021) |
Managing
Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay Funds since 2007, MainStay Funds Trust since 2009, MainStay VP Funds Trust (since 2007)** and MainStay MacKay
DefinedTerm Municipal Opportunities Fund (since 2011); and Assistant Treasurer, New York Life Investment Management Holdings LLC (2008 to 2012) |
|
| |
J.
Kevin Gao
1967 |
Secretary
and Chief Legal Officer, MainStay CBRE Global Infrastructure Megatrends Fund (since 2021) |
Managing
Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay Funds, MainStay Funds Trust, MainStay VP Funds Trust (since 2010)** and MainStay MacKay DefinedTerm Municipal
Opportunities Fund (since 2011) |
|
| |
Kevin
M. Gleason
1967 |
Vice
President and Chief Compliance Officer, MainStay CBRE Global Infrastructure Megatrends Fund (since June 2022) |
Vice
President and Chief Compliance Officer, MainStay Funds and MainStay Funds Trust (since June 2022); Vice President and Chief Compliance Officer, IndexIQ Trust, IndexIQ ETF Trust and Index IQ Active ETF Trust (since June 2022); Vice President and
Chief Compliance Officer, MainStay VP Funds Trust and MainStay MacKay DefinedTerm Municipal Opportunities Fund (since June 2022); Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (2012-2022) |
|
| |
Scott
T. Harrington
1959 |
Vice
President— Administration, MainStay CBRE Global Infrastructure Megatrends Fund (since 2021) |
Managing
Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Member of the Board of Directors, New York Life Trust Company (since 2009); Vice President—Administration, MainStay Funds (since
2005), MainStay Funds Trust (since 2005), MainStay VP Funds Trust (since 2005)**, and MainStay MacKay DefinedTerm Municipal Opportunities Fund (since 2011) |
|
| *
|
The officers listed above are
considered to be “interested persons” of the MainStay Group of Funds, MainStay VP Funds Trust, MainStay CBRE Global Infrastructure Megatrends Fund and MainStay MacKay DefinedTerm Municipal Opportunities Fund within the meaning of the
1940 Act because of their affiliation with the MainStay Group of Funds, New York Life Insurance Company and/or its affiliates, including New York Life Investment Management LLC, New York Life Insurance Company, NYLIM Service Company LLC, NYLIFE
Securities LLC and/or NYLIFE Distributors LLC, as described in detail in the column captioned “Principal Occupation(s) During Past Five Years.” Officers are elected annually by the Board. |
| **
|
Includes
prior service as an Officer of MainStay VP Series Fund, Inc., the predecessor to MainStay VP Funds Trust. |
Officers of the Trust (Who are not
Trustees)*
Manager
New York Life Investment Management LLC
New York, New York
Subadvisor
CBRE Investment Management Listed Real Assets LLC
Radnor, Pennsylvania
Legal Counsel
Dechert LLP
Independent Registered Public Accounting Firm
KPMG LLP
Transfer, Dividend Disbursing and Shareholder Servicing
Agent
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
(855)
456-9683
newyorklifeinvestments.com/megi
“New York Life Investments” is both a service mark,
and the common trade name, of certain investment advisors affiliated with New York Life Insurance Company.
| 5027390MS087-23 |
MSMEGI11-07/23
|
(NYLIM) NL534
As of the end of the period covered by this report, the Registrant has adopted a code of ethics (the “Code”) that applies to the Registrant’s
principal executive officer (“PEO”) and principal financial officer (“PFO”). A copy of the Code is filed herewith. Schedule II of the Code has been amended to name Kevin Gleason as the Compliance Officer. The Registrant did not
grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report.
| Item 3. |
Audit Committee Financial Expert. |
The Board of Trustees (“Board”) has determined that the Registrant has three audit committee financial experts serving on its Audit Committee. The
Audit Committee financial experts are Alan R. Latshaw, Karen Hammond and Susan B. Kerley. Mr. Latshaw, Ms. Hammond, and Ms. Kerley are “independent” as defined by Item 3 of Form N-CSR.
| Item 4. |
Principal Accountant Fees and Services. |
(a) Audit Fees
The aggregate fees
billed for the fiscal year ended May 31, 2023 for professional services rendered by KPMG LLP (“KPMG”) for the audit of the Registrant’s annual financial statements or services that are normally provided by KPMG in connection with
statutory and regulatory filings or engagements for that fiscal year were $62,500.
The aggregate fees billed for the fiscal year ended May 31, 2022
for professional services rendered by KPMG for the audit of the Registrant’s annual financial statements or services that are normally provided by KPMG in connection with statutory and regulatory filings or engagements for that fiscal year were
$29,500.
(b) Audit-Related Fees
The aggregate fees billed for assurance and related services by KPMG that are reasonably related to the performance of the audit of the Registrant’s
financial statements and are not reported under paragraph (a) of this Item were: (i) $0 for the fiscal year ended May 31, 2023, and (ii) $0 for the fiscal year ended May 31, 2022.
(c) Tax Fees
The aggregate fees
billed for professional services rendered by KPMG for tax compliance, tax advice, and tax planning were: (i) $0 during the fiscal year ended May 31, 2023, and (ii) $0 during the fiscal year ended May 31, 2022.
(d) All Other Fees
The aggregate
fees billed for products and services provided by KPMG, other than the services reported in paragraphs (a) through (c) of this Item were $0 during the fiscal year ended May 31, 2023, and (ii) $0 during the fiscal year ended May 31,
2022.
(e) Pre-Approval Policies and Procedures
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(1) |
The Registrant’s Audit Committee has adopted pre-approval policies
and procedures (the “Procedures”) to govern the Committee’s pre-approval of (i) all audit services and permissible non-audit services to be provided
to the Registrant by its independent accountant, and (ii) all permissible non-audit services to be provided by such independent accountant to the Registrant’s investment adviser and to any entity
controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant (collectively, “Service Affiliates”) if the services directly relate to the Registrant’s operations and
financial reporting. In accordance with the Procedures, the Audit Committee is responsible for the engagement of the independent accountant to certify the Registrant’s financial statements for each fiscal year. With respect to the pre-approval of non-audit services provided to the Registrant and its Service Affiliates, the Procedures provide that the Audit Committee may annually pre-approve a list of the types of services that may be provided to the Registrant or its Service Affiliates, or the Audit Committee may pre-approve such services on a project-by-project basis as they arise. Unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent accountant. The Procedures also permit the Audit Committee to delegate authority to one or more of its members to pre-approve any proposed non-audit services that have not been previously pre-approved by the Audit Committee, subject to the
ratification by the full Audit Committee no later than its next scheduled meeting. To date, the Audit Committee has not delegated such authority. |
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(2) |
With respect to the services described in paragraphs (b) through (d) of this Item 4, no amount was
approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
(f) There were no hours expended on KPMG engagement to audit the Registrant’s financial statements for the most recent fiscal year
was attributable to work performed by persons other than KPMG full-time, permanent employees.
(g) All non-audit fees billed by KPMG for services rendered to the Registrant for the fiscal years ended May 31, 2023 and May 31, 2022 are disclosed in 4(b)-(d) above.
The aggregate non-audit fees billed by KPMG for services rendered to the Registrant’s investment adviser (not
including any subadvisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing
services to the Registrant were approximately $369,972 for the fiscal year ended May 31, 2023, and (ii) $32,255for the fiscal year ended May 31, 2022.
(h) The Registrant’s Audit Committee has determined that the non-audit services rendered
by KPMG for the fiscal year ended May 31, 2023 to the Registrant’s investment adviser and any entity controlling, controlled by, or under common control with the Registrant’s investment adviser that provides ongoing services to the
Registrant that were not required to be pre-approved by the Audit Committee because they did not relate directly to the operations and financial reporting of the Registrant were compatible with maintaining the
respective independence of KPMG during the relevant time period.
| Item 5. |
Audit Committee of Listed Registrants. |
(a) The Board has a separately-designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act (“Exchange Act”) (15 U.S.C. 78c(a)(58)(A)). The members of the Audit Committee are Alan R. Latshaw, Karen Hammond and Susan B. Kerley.
(b) Not applicable.
| (a) |
The Schedule of Investments is included as part of Item 1 of this report. |
| Item 7. |
Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies. |
It is the policy of the Fund that proxies received by the Fund are voted in the best interests of
the Fund’s shareholders. The Board has adopted Proxy Voting Policies and Procedures for the Fund that delegate all responsibility for voting proxies received relating to the Fund’s portfolio securities to New York Life Investments, subject
to the oversight of the Board. The Manager has adopted its own Proxy Voting Policies and Procedures in order to assure that proxies voted on behalf of the Fund are voted in the best interests of the Fund and their shareholders. Where a Fund has
retained the services of a Subadvisor to provide day-to-day portfolio management for the Fund, the Manager may delegate proxy voting authority to the Subadvisor;
provided that, as specified in the Manager’s Proxy Voting Policies and Procedures, the Subadvisor either (1) follows the Manager’s Proxy Voting Policy and the Fund’s Procedures; or (2) has demonstrated that its proxy voting
policies and procedures are consistent with the Manager’s Proxy Voting Policies and Procedures or are otherwise implemented in the best interests of the Manager’s clients and appear to comply with governing regulations. The Fund may revoke
all or part of this delegation (to the Manager and/or Subadvisors as applicable) at any time by a vote of the Board.
Conflicts of Interest. When a proxy
presents a conflict of interest, such as when the Manager has actual knowledge of a material business arrangement between a particular proxy issuer or closely affiliated entity and the Manager or an affiliated entity of the Manager, both the
Fund’s and the Manager’s proxy voting policies and procedures mandate that the Manager follow an alternative voting procedure rather than voting proxies in its sole discretion. In these cases, the Manager may: (1) cause the proxies to
be voted in accordance with the recommendations of an independent service provider; (2) notify the Board or a designated committee of the Manager, or a representative of either of the conflict of interest and seek a waiver of the conflict to
permit the Manager to vote the proxies as it deems appropriate and in the best interest of Fund shareholders, under its usual policy; or (3) forward the proxies to the Board, or a designated committee of the Manager, so that the Board or the
committee may vote the proxies itself. In the case of proxies received in connection with a fund of funds structure, whereby the Manager, on behalf of the Fund, receives proxies in its capacity as a shareholder in an affiliated underlying fund, the
Manager may vote in accordance with its predetermined or custom voting guidelines, if applicable. If there is no relevant predetermined guideline, the Manager will vote in accordance with the recommendation of its independent service provider,
Institutional Shareholder Services Inc. (“ISS”). If ISS does not provide a recommendation, the Manager then may address the conflict by “echoing” or “mirroring” the vote of the other shareholders in the affiliated
underlying fund.
In the case of proxies received in connection with a fund of funds structure, whereby the Manager, on behalf of a
Fund, receives proxies in its capacity as a shareholder in an unaffiliated underlying fund, where the Fund relies on Section 12(d)(1)(F) of the 1940 Act, the Fund will either seek instructions from its shareholders as to how to vote shares of
the unaffiliated underlying fund, or vote the shares in the same proportion as the vote of all other shareholders of the acquired fund or “echoing” or “mirroring” the vote of the other shareholders in the affiliated underlying
fund.
As part of its delegation of proxy voting responsibility to the Manager, the Fund also delegated to the Manager responsibility for resolving
conflicts of interest based on the use of acceptable alternative voting procedures, as described above. If the Manager chooses to override a voting recommendation made by ISS, the Manager’s compliance department will review the override prior
to voting to determine the existence of any potential conflicts of interest. If the compliance department determines a material conflict may exist, the issue is referred to the Manager’s Proxy Voting Committee who will consider the facts and
circumstances and determine whether to allow the override or take other action, such as the alternative voting procedures just mentioned.
| Item 8. |
Portfolio Managers of Closed-End Management Investment Companies.
|
(a)(1) The Registrant’s portfolio is managed on a team
basis. As of May 31, 2023, the following persons are primarily responsible for the day-to-day management of the registrant’s portfolio.
Jeremy Anagnos, CFA. Mr. Anagnos has managed the MainStay CBRE Global Infrastructure Megatrends Term Fund since 2021.
Prior to joining CBRE in 2011, he served as Co-Chief Investment Officer of CB Richard Ellis Investors’ Securities Team responsible for portfolio management of global real estate securities separate
accounts and funds. Mr. Anagnos was a founder of the securities group at CBRE and assisted in raising over $3 billion in assets as well as overseeing the global 28 member investment and operations team. During his career, he has worked in
various management and research positions in the real estate industry with LaSalle Investment Management in Baltimore/Amsterdam and Deutsche Bank in London. Mr. Anagnos has been in the real asset investment management industry since 1997. He
has a B.S. from Boston College and is a Chartered Financial Analyst® (“CFA®”) charterholder.
Daniel Foley, CFA. Mr. Foley has managed the MainStay CBRE Global Infrastructure Megatrends Term Fund since 2021. He
joined CBRE’ predecessor firm in 2006, and has been in the financial industry since 2008. In his tenure with CBRE and its predecessor firm, Mr. Foley has gained extensive, multi-disciplined experience evaluating real asset securities
spanning developed and emerging markets across the globe. During his long tenure with the firm, he has covered wide-ranging business models. Mr. Foley has an M.B.A. from Villanova University and a B.S. from Drexel University. He is also a CFA® charterholder.
Hinds Howard. Mr. Howard has managed the MainStay
CBRE Global Infrastructure Megatrends Term Fund since 2021. He joined CBRE in 2013. Prior to that, he was a portfolio manager and partner managing separate accounts with an MLP investment focus at Guzman Investment Strategies. Prior to Guzman,
Mr. Howard co-founded and managed Curbstone Group, a Texas-based registered investment advisor firm that managed MLP portfolios on behalf of high net worth clients. He previously worked for Lehman
Brothers analyzing and modeling public and private energy MLPs, first in the investment banking division and subsequently for an investment fund investing in MLPs. Mr. Howard has experience with investments of listed MLP and North American
energy since 2006. He has an M.B.A. from Babson College and a B.S. from Boston University.
Joseph Smith, CFA. Mr. Smith has managed the MainStay CBRE Global
Infrastructure Megatrends Term Fund since 2021. He joined CBRE’s predecessor firm in 1997. Prior to that, Mr. Smith worked in various management and analyst positions in the real estate industry including positions at Alex Brown &
Sons, PaineWebber and Radnor Advisors. Mr. Smith has over 29 years of real estate investment management experience. He has an M.B.A. from the Wharton School, University of Pennsylvania and a B.S. from Villanova University. He is also a CFA® charterholder.
(a)(2) Other
Accounts Managed by Portfolio Managers or Management Team Member and Potential Conflicts of Interest as of May 31, 2023.
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NUMBER OF OTHER ACCOUNTS MANAGED AND
ASSETS BY ACCOUNT TYPE |
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NUMBER OF ACCOUNTS AND ASSETS
MANAGED FOR WHICH THE ADVISORY FEE
IS
BASED ON PERFORMANCE |
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| PORTFOLIO
MANAGER |
|
REGISTERED
INVESTMENT
COMPANY |
|
OTHER
POOLED
INVESTMENT
VEHICLES |
|
OTHER
ACCOUNTS |
|
REGISTERED
INVESTMENT
COMPANY |
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OTHER
POOLED
INVESTMENT
VEHICLES |
|
OTHER
ACCOUNTS |
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| Jeremy Anagnos |
|
4 RICs
$3,214,403,446 |
|
5 Accounts
$625,607,558 |
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10 Accounts
$817,932,868 |
|
0 RICs
$0 |
|
1 Accounts
$20,200,995 |
|
0 Accounts
$0 |
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| Daniel Foley |
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4 RICs
$3,214,403,446 |
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4 Accounts
$594,806,550 |
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9 Accounts
$786,375,682 |
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0 RICs
$0 |
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0 Accounts
$0 |
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0 Accounts
$0 |
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| Hinds Howard |
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3 RICs
$3,209,639,697 |
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4 Accounts
$605,406,563 |
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9 Accounts
$786,375,682 |
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0 RICs
$0 |
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0 Accounts
$0 |
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0 Accounts
$0 |
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| Joseph Smith |
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9 RICs
$5,928,121,798 |
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10 Accounts
$965,366,986 |
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19 Accounts
$1,643,880,659 |
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0 RICs
$0 |
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1 Accounts
$20,200,995 |
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6 Accounts
$238,407,020 |
Potential Conflicts of Interest
Certain portfolio managers who are responsible for managing certain institutional accounts share a performance fee based on the performance of the account.
These accounts are distinguishable from the Fund because they use techniques that are not permitted for the Fund, such as short sales and leveraging.
A
portfolio manager who makes investment decisions with respect to the Fund and/or other accounts, including accounts in which the portfolio manager is personally invested, may be presented with one or more of the following potential conflicts:
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· |
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The management of multiple funds and/or accounts may result in the portfolio manager devoting unequal time and
attention to the management of each fund and/or account; |
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· |
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If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one fund
or account managed by the portfolio manager, the Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and accounts managed by the portfolio manager;
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· |
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A portfolio manager may take a position for a fund or account in a security that is contrary to the position held
in the same security by other funds or accounts managed by the portfolio manager. For example, the portfolio manager may sell certain securities short for one fund or account while other funds or accounts managed by the portfolio manager
simultaneously hold the same or related securities long; and |
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· |
|
An apparent conflict may arise where an adviser receives higher fees from certain funds or accounts that it
manages than from others, or where an adviser receives a performance- |
| |
based fee from certain funds or accounts that it manages and not from others. In these cases, there may be an incentive for a portfolio manager to favor the higher and/or performance-based fee
funds or accounts over other funds or accounts managed by the portfolio manager. |
To address potential conflicts of interest, New York
Life Investments and the Subadvisor have adopted various policies and procedures to provide for equitable treatment of trading activity and to ensure that investment opportunities are allocated in a fair and appropriate manner. In addition, New York
Life Investments has adopted a Code of Ethics that recognizes the Manager’s obligation to treat all of its clients, including the Fund, fairly and equitably. These policies, procedures and the Code of Ethics are designed to restrict the
portfolio manager from favoring one client over another. There is no guarantee that the policies, procedures and the Code of Ethics will be successful in every instance.
A portfolio manager may be subject to potential conflicts of interest because the portfolio manager is responsible for other accounts in addition to the Fund.
These accounts may include, among others, other closed-end funds, mutual funds, separately managed advisory accounts, commingled trust accounts, insurance separate accounts, wrap fee programs and hedge funds.
Potential conflicts may arise out of the implementation of differing investment strategies for a portfolio manager’s various accounts, the allocation of investment opportunities among those accounts or differences in the advisory fees paid by
the portfolio manager’s accounts.
A potential conflict of interest may arise as a result of a portfolio manager’s responsibility for multiple
accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio manager’s accounts, but the quantity of the investment available for purchase is less than the
aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment.
A portfolio manager may also manage accounts whose objectives and policies differ from those of the Fund. These differences may be such that under certain
circumstances, trading activity appropriate for one account managed by a portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, if an account were to sell a significant position in a
security, which could cause the market price of that security to decrease while the Fund maintained its position in that security.
A potential conflict
may arise when a portfolio manager is responsible for accounts that have different advisory fees – the difference in the fees may create an incentive for the portfolio manager to favor one account over another, for example, in terms of access
to particularly appealing investment opportunities. This conflict may be heightened where an account is subject to a performance-based fee.
CBRE
recognizes the duty of loyalty it owes to its client and has established and implemented certain policies and procedures designed to control and mitigate conflicts of interest arising from the execution of a variety of portfolio management and
trading strategies across the firm’s diverse client base. Such policies and procedures include but are not limited to: (i) investment process, portfolio management and trade allocation procedures; (ii) procedures regarding short sales
in securities recommended for other clients; and (iii) procedures regarding personal trading by the firm’s employees (contained in the Code of Ethics).
(a)(3) Portfolio Managers or Management Team Members’ Compensation Structure
The Subadvisor has in place a compensation program for all eligible investment and non-investment
employees that is consistent with its business strategy, objectives, values and long-term interests. Moreover, this program encourages an alignment of long-term interests between the Subadvisor and Fund
shareholders. The Subadvisor has structured its compensation plan to be competitive with other investment management firms.
Compensation for each Portfolio Manager is structured to align with the interests of Fund shareholders by incentivizing performance without placing emphasis
on unreasonable risk taking. Further, to balance any potential conflict or disparate treatment of clients, Portfolio Managers are evaluated on a variety of firm-level criteria. Portfolio Manager compensation is structured as follows:
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Base Salary— Each Portfolio Manager receives a base salary. Base salaries have been established at
competitive market levels and are set forth in the Portfolio Manager’s employment agreement. While base salaries are reviewed periodically by the Subadvisor’s Compensation Committee and its Board of Directors, adjustments are relatively
infrequent. |
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· |
|
Bonus— Portfolio Manager bonuses are drawn from an incentive compensation pool into which a significant
percentage of firm’s pre-tax profits is set aside. Incentive compensation allocations are determined by the Subadvisor’s Compensation Committee based on a variety of factors, including the
performance of particular investment strategies. To avoid the pitfalls of relying solely on a rigid performance format, however, incentive compensation decisions also take into account other important factors, such as the Portfolio Manager’s
contribution to the team, firm, and overall investment process. Incentive compensation allocations are reported to the Subadvisor’s Board of Directors, though the Board’s approval is not required. |
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· |
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Deferred Compensation— The Subadvisor requires deferral of a percentage of incentive compensation exceeding
a certain threshold with respect to a single fiscal year. The Subadvisor’s Compensation Committee may, in its discretion, require the deferral of additional amounts. Such deferred amounts are subject to the terms of a Deferred Bonus Plan
adopted by the Subadvisor’s Board of Directors. The purpose of the Deferred Bonus Plan is to foster the retention of key employees, to focus plan participants on value creation and growth, and to encourage continued cooperation among key
employees in providing services to the Subadvisor’s clients, including the Fund. The value of deferred bonus amounts is tied to the performance of investment funds managed by the Subadvisor, as chosen by the Compensation Committee, although the
Committee may elect to leave a portion of the assets un-invested. Deferred compensation vests incrementally, one-third after two years, three years and four years. The
Deferred Bonus Plan provides for forfeiture upon voluntary termination of employment, termination for cause, or conduct detrimental to the firm. |
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· |
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Profit Participation— Certain Portfolio Managers are equity owners and either own shares of the
Subadvisor’s equity or participates in a bonus program featuring awards tied to Subadvisor’s operating income. Some shares remain unvested, and the owners will forfeit these shares if they voluntarily resign. Income-linked bonus awards are
paid out on a deferred basis, and participants will forfeit the unpaid portion of an award if they voluntarily resign. |
Other
Compensation— Portfolio Managers participate in benefit plans and programs available to all employees, such as the Subadvisor’s 401(k) plan.
(a)(4) Disclosure of Securities Ownership
The following table states, as of May 31, 2023, the dollar range of fund securities beneficially owned by each Portfolio Manager in the Registrant ($1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001- $500,000, $500,001-$1,000,000, or over $1,000,000).
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| PORTFOLIO MANAGER |
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RANGE OF OWNERSHIP
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| Jeremy Anagnos |
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$100,001-$500,000 |
| Daniel Foley |
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$10,001-$50,000 |
| Hinds Howard |
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$10,001-$50,000 |
| Joseph Smith |
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$100,001-$500,000 |
(b) Changes in
Portfolio Management
Not applicable
Item 9.
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
There have been no purchases of equity securities by or on behalf of the Registrant of shares or other units of any registered class of the Registrant’s
equity securities.
| Item 10. |
Submission of Matters to a Vote of Security Holders. |
Since the Registrant’s last response to this Item, there have been no material changes to the procedures by which shareholders may recommend nominees to
the Board.
| Item 11. |
Controls and Procedures. |
(a) Based on an evaluation of the Registrant’s
Disclosure Controls and Procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (“1940 Act”) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act) (“Disclosure Controls”), as of a date within 90 days prior to the filing date (“Filing Date”) of this Form N-CSR
(“Report”), the Registrant’s principal executive officer and principal financial officer have concluded that the Disclosure Controls are reasonably designed to ensure that information required to be disclosed by the Registrant in the
Report is recorded, processed, summarized and reported by the Filing Date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the Registrant’s management, including the
Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no changes in the Registrant’s
internal control over financial reporting (as defined in Rule 30a-3(d)) under the Investment Company Act of 1940 that occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
| Item 12. |
Disclosure of Securities Lending Activities for Closed End Management Investment Companies.
|
Not applicable
(a)(1) Code of Ethics
(a)(2) Section 302 Certifications are attached.
(b) Section 906 Certifications are attached.
(c) Notices to Fund’s shareholders in accordance with Rule 19a-1 under the Investment Company Act of 1940.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MAINSTAY CBRE GLOBAL INFRASTRUCTURE MEGATRENDS TERM FUND
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| By: |
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/s/Kirk C. Lehneis |
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Kirk C. Lehneis President and Principal
Executive Officer |
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| Date: |
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August 4, 2023 |
Pursuant to the requirements of the
Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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| By: |
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/s/ Kirk C. Lehneis |
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Kirk C. Lehneis President and Principal
Executive Officer |
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| Date: |
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August 4, 2023 |
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| By: |
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/s/ Jack R. Benintende |
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Jack R. Benintende Treasurer and Principal
Financial and Accounting Officer |
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| Date: |
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August 4, 2023 |
Exhibit (a)(1)
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICERS
MAINSTAY GROUP OF FUNDS (THE “FUNDS”)
Mainstay Funds Trust
The
Mainstay Funds
Mainstay VP Funds Trust
MainStay MacKay DefinedTerm Municipal Opportunities Fund
MainStay CBRE Global Infrastructure Megatrends Term Fund
Approved by the Board of the Directors/Trustees
of Mainstay Group of Funds (the “Board”)
on September 30, 2009
Pursuant to the Sarbanes-Oxley Act Of 2002
| I. |
Introduction and Application |
The Funds recognize the importance of high ethical standards in the conduct of their business and requires this Code of Ethics (“Code”) be observed
by their principal executive officers (each, a “Covered Officer”) (defined below). In accordance with the Sarbanes-Oxley Act of 2002 (the “Act”) and the rules promulgated thereunder by the U.S. Securities and Exchange Commission
(“SEC”) the Funds are required to file reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“1934 Act”), and must disclose whether each has adopted a code of ethics applicable to the
principal executive officers. The Board, including a majority of its Independent Directors/Trustees (defined below), has approved this Code as compliant with the requirements of the Act and related SEC rules.
All recipients of the Code are directed to read it carefully, retain it for future reference, and abide by the rules and policies set forth herein. Any
questions concerning the applicability or interpretation of such rules and policies, and compliance therewith, should be directed to the relevant Compliance Officer (defined below).
This Code has been adopted by the Board in accordance with the Act and the rules promulgated by the SEC in order to deter wrongdoing and promote:
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· |
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships; |
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· |
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full, fair, accurate, timely and understandable disclosure in reports and documents filed by the Funds with the
SEC or made in other public communications by the Funds; |
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· |
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compliance with applicable governmental laws, rules and regulations; |
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· |
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prompt internal reporting to an appropriate person or persons of violations of the Code to an appropriate person
or persons identified in the Code; and |
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accountability for adherence to the Code. |
(A) “Covered Officer” means the principal executive officer and senior financial officers, including
the principal financial officer, controller or principal accounting officer, or persons performing similar functions. The Covered Officers of the Funds shall be identified in Schedule I, as amended from time to time.
(B) “Compliance Officer” means the person appointed by the Funds’ Board to administer the Code.
The Compliance Officer of the Funds shall be identified in Schedule II as amended from time to time.
(C) “Director” or “Trustee” means a director or trustee of the Funds, as applicable.
(D) “Executive Officer” shall have the same meaning as set forth in Rule 3b-7 of the 1934 Act. Subject to any changes in the Rule, an Executive Officer means the president, any vice president, any officer who performs a policy making function, or any other person who performs similar
policy making functions for the Funds.
(E) “Independent Director/Trustee” means a director/trustee
of the Board who is not an “interested person” of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (“Investment Company Act”).
(F) “Implicit Waiver” means the Compliance Officer failed to take action within a reasonable period of
time regarding a material departure from a provision of the Code that has been made known to an Executive Officer.
(G) “Restricted List” means that listing of securities maintained by the Compliance Officer in which
trading by certain individuals subject to the Funds’ 17j-1 code of ethics is generally prohibited.
(H) “Waiver” means the approval by the Compliance Officer of a material departure from a provision of
the Code.
| IV. |
Honest and Ethical Conduct |
(A) Overview. A “conflict of interest” occurs when a Covered Officer’s personal interest
interferes with the interests of, or his or her service to, the Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position
with the Funds.
Certain conflicts of interest arise out of the relationships between Covered Officers and the Funds and already are subject to conflict
of interest provisions in the Investment Company Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale
of securities or other property) with the Funds because of their status as “affiliated persons” of the Funds. The Funds’ and certain of its service providers’ compliance policies, programs and procedures are designed to prevent,
or identify and correct, violations of these provisions. This Code does not, and is not intended to, restate or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts may arise or result from the contractual relationship between the
Funds and New York Life Investment Management LLC (the “Adviser”). The Covered Officers may be officers or employees of the Adviser. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties
(whether formally for
the Funds or the Adviser), be involved in establishing policies and implementing decisions that will have different effects on the Adviser and the Funds. The participation of the Covered Officers
in such activities is inherent in the contractual relationships between the Funds and the Adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Funds. Thus, if performed in conformity with the
provisions of the Investment Company Act and the Advisers Act, such activities normally will be deemed to have been handled ethically. In addition, it is recognized by the Board that the Covered Officers may also be officers or employees of one or
more other investment companies covered by this or other codes.
(B) General Policy. Each Covered Officer
shall adhere to high standards of honest and ethical conduct. Each Covered Officer has a duty to exercise his or her authority and responsibility for the benefit of the Funds and its shareholders, to place the interests of the shareholders first,
and to refrain from having outside interests that conflict with the interests of the Funds and its shareholders. Each such person must avoid any circumstances that might adversely affect, or appear to affect, his or her duty of loyalty to the Funds
and its shareholders in discharging his or her responsibilities, including the protection of confidential information and corporate integrity.
(C) Conflicts of Interest. Other conflicts of interest are covered by the Code, even if such conflicts of
interest are not subject to provisions of the Investment Company Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching
principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Funds.
(1)
Prohibited Conflicts of Interest. Each Covered Officer must:
| |
· |
|
not use his or her personal influence or personal relationships improperly to influence decisions or financial
reporting by the Funds whereby the Covered Officer would benefit personally to the detriment of the Funds; |
| |
· |
|
not cause the Funds to take action, or fail to take action, for the individual personal benefit of the Covered
Officer rather than benefit the Funds; |
| |
· |
|
not use material non-public knowledge of portfolio transactions made or
contemplated for the Funds to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; or |
| |
· |
|
report at least annually the information elicited in the Funds’ Director/Trustee’s and Officer’s
Questionnaire relating to potential conflicts of interest. |
(2) Duty to Disclose Conflicts. Each Covered Officer
has the duty to disclose to the Compliance Officer any interest that he or she may have in any firm, corporation or business entity that is not affiliated or participating in any joint venture or partnership with the Funds or its affiliates and that
does business with the Funds or that otherwise presents a possible conflict of interest. Disclosure must be timely so that the Funds may take action concerning any possible conflict as it deems appropriate. It is recognized, however, that the Funds
or its affiliates may have business relationships with many organizations and that a relatively small interest in publicly traded securities of an organization does not necessarily give rise to a prohibited conflict of interest. Therefore, the
following procedures have been adopted.
(3) Conflicts of Interest that may be Waived. There are some conflict of interest
situations for which a Covered Officer may seek a Waiver from a provision(s) of the
Code. Waivers must be sought in accordance with Section VII of the Code. Examples of these include:
| |
· |
|
Board Memberships. Except as described below, it is considered generally incompatible with the duties of a
Covered Officer to assume the position of director of a corporation not affiliated with the Funds. A report should be made by a Covered Officer to the Compliance Officer of any invitation to serve as a director of a corporation that is not an
affiliate and the person must receive the approval of the Compliance Officer prior to accepting any such directorship. In the event that approval is given, the Compliance Officer shall immediately determine whether the corporation in question is to
be placed on the Funds’ Restricted List. |
| |
· |
|
“Other” Business Interests. Except as described below, it is considered generally incompatible
with the duties of a Covered Officer to act as an officer, general partner, consultant, agent, representative or employee of any business other than an affiliate. A report should be made of any invitation to serve as an officer, general partner,
consultant, agent, representative or employee of any business that is not an affiliate for the approval of the Compliance Officer prior to accepting any such position. In the event that approval is given, the Compliance Officer shall immediately
determine whether the business in question is to be placed on the Funds’ Restricted List. |
| |
· |
|
Gifts, Entertainment, Favors or Loans. Covered Officers are subject to the New York Life Investment
Management Gift and Entertainment Policy and should refer to that Policy for guidance with respect to the limits on giving and receiving gifts/entertainment to and from third parties that do business with the Funds. |
| |
· |
|
Permissible Outside Activities. Covered Officers who, in the regular course of their duties relating to
the Funds’ private equity/venture capital advisory and investment activities, are asked to serve as the director, officer, general partner, consultant, agent, representative or employee of a privately-held business may do so with the prior
written approval of the Compliance Officer. |
| |
· |
|
Doing Business with the Funds. Except as approved by the Compliance Officer, Covered Officers may not have
a monetary interest, as principal, co-principal, agent or beneficiary, directly or indirectly, or through any substantial interest in any other corporation or business unit, in any transaction involving the
Funds, subject to such exceptions as are specifically permitted under law. |
| V. |
Full, Fair, Accurate, Timely And Understandable Disclosure And Compliance |
Covered Officers shall:
| |
· |
|
be familiar with the disclosure requirements generally applicable to the Funds; |
| |
· |
|
not knowingly misrepresent, or cause others to misrepresent, facts about the Funds to others, whether within or
outside the Funds, including the Funds’ Directors/Trustees and auditors, governmental regulators and self-regulatory organizations; |
| |
· |
|
to the extent appropriate within his or her area of responsibility, consult with other officers and employees of
the Funds, the Adviser and other Funds service providers with the goal of promoting full, fair, accurate, timely and understandable |
| |
disclosure in the reports and documents the Funds files with, or submits to, the SEC and in other public communications made by the Funds; and |
| |
· |
|
promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
|
| VI. |
Internal Reporting by Covered Persons |
(A) Certifications and Accountability. Each Covered Officer shall:
| |
(1) |
upon adoption of the Code (or thereafter as applicable upon becoming a Covered Officer), affirm in writing on
Schedule A hereto that the Covered Officer has received, read, and understands the Code; |
| |
(2) |
annually thereafter affirm on Schedule A hereto that the Covered Officer has complied with the requirements of
the Code; and |
| |
(3) |
not retaliate against any other Covered Officer or employee of the Funds or their affiliated persons for
reports of potential violations that are made in good faith. |
(B) Reporting. A Covered
Officer shall promptly report any knowledge of a material violation of this Code to the Compliance Officer. Failure to do so is itself a violation of the Code.
| VII. |
Waivers of Provisions of the Code |
(A) Application of the Code. The Compliance Officer is responsible for applying this Code to specific situations
in which questions are presented under it and has the authority to interpret this Code in any particular situation. The Compliance Officer is authorized to consult, as appropriate, with counsel to the Funds/counsel to the Independent
Directors/Trustees. However, any approvals or Waivers sought by and/or granted to a Covered Officer will be reported to the Board in accordance with Section VIII, below.
(B) Waivers. The Compliance Officer may grant Waivers to the Code in circumstances that present special hardship.
Waivers shall be structured to be as narrow as is reasonably practicable with appropriate safeguards designed to prevent abuse of the Waiver. To request a Waiver from the Code, the Covered Officer shall submit to the Compliance Officer a written
request describing the transaction, activity or relationship for which a Waiver is sought. The request shall briefly explain the reason for engaging in the transaction, activity or relationship. Notwithstanding the foregoing, no exception will be
granted where such exception would result in a violation of SEC rules or other applicable laws.
(C) Documentation. The Compliance Officer shall document all Waivers (including Implicit Waivers). If a Waiver is
granted, the Compliance Officer shall prepare a brief description of the nature of the Waiver, the name of the Covered Officer and the date of the Waiver so that this information may be disclosed in the next Form
N-CSR to be filed on behalf of the Funds or posted on the Funds’ internet website within five business days following the date of the Waiver. All Waivers must be reported to the Board at each quarterly
meeting as set forth in Section VIII below.
The Compliance Officer shall report any violations of the Code to the Board for its consideration on a quarterly basis. At a minimum, the report shall:
| |
· |
|
describe the violation under the Code and any sanctions imposed; |
| |
· |
|
identify and describe any Waivers sought or granted under the Code; and |
| |
· |
|
identify any recommended changes to the Code. |
The Covered Officers and the Compliance Officer may recommend amendments to the Code for the consideration and approval of the Board. In connection with any
amendment to the Code, the Compliance Officer shall prepare a brief description of the amendment so that the necessary disclosure may be made with the next Form N-CSR to be filed on behalf of the Funds or
posted on the Funds’ internet website within five business days following the date of the amendment.
Compliance by Covered Officers with the provisions of the Code is required. Covered Officers should be aware that in response to any violation, the Funds will
take whatever action is deemed necessary under the circumstances, including, but not limited to, the imposition of appropriate sanctions. These sanctions may include, among others, the reversal of trades, reallocation of trades to client accounts,
fines, disgorgement of profits, suspension or termination.
The Compliance Officer shall maintain all records, including any internal memoranda, relating to compliance with the Code or Waivers of a provision(s) of the
Code, for a period of 7 years from the end of the fiscal year in which such document was created, 2 years in an accessible place.
| XII. |
Other Policies and Procedures |
This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Act and the rules and forms applicable to registered
investment companies thereunder. Insofar as other policies or procedures of the Funds, the Adviser, and NYLIFE Distributors LLC (the “Underwriter”), or other service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ the Adviser’s and the Underwriter’s codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except
as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board, the Adviser and the Compliance Officer, and their respective counsels.
The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of the Funds, as to any fact,
circumstance, or legal conclusion.
SCHEDULE I
COVERED OFFICERS
Kirk C.
Lehneis, President and Principal Executive Officer
Jack R. Benintende, Treasurer and Principal Financial and Accounting Officer
SCHEDULE II
COMPLIANCE OFFICER
Kevin
Gleason
EXHIBIT A
MainStay Group of Funds
Mainstay Funds Trust
The
Mainstay Funds
Mainstay VP Funds Trust
MainStay MacKay DefinedTerm Municipal Opportunities Fund
MainStay CBRE Global Infrastructure Megatrends Term Fund
Code of Ethics for
Principal Executive Officer and Principal Financial Officers
INITIAL AND ANNUAL CERTIFICATION OF
COMPLIANCE WITH THE
MAINSTAY GROUP OF FUNDS CODE OF
ETHICS FOR
PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICERS
| [ X ] |
I hereby certify that I have received the MainStay Group of Funds Code of Ethics for Principal Executive
Officers adopted pursuant to the Sarbanes-Oxley Act of 2002 (the “Code”) and that I have read and understood the Code. I further certify that I am subject to the Code and will comply with each of the Code’s provisions to which I am
subject. |
| [ X ] |
I hereby certify that I have received the MainStay Group of Funds Code of Ethics for Principal Financial
Officers adopted pursuant to the Sarbanes-Oxley Act of 2002 (the “Code”) and that I have read and understood the Code. I further certify that I have complied with and will continue to comply with each of the provisions of the Code to which
I am subject. |
|
|
|
|
|
|
|
By: |
|
/s/ Kirk C. Lehneis |
|
|
Name: |
|
Kirk C. Lehneis |
|
|
Title: |
|
President and Principal Executive Officer |
|
|
Date: |
|
August 4, 2023 |
|
|
|
|
|
By: |
|
/s/ Jack R. Benintende |
|
|
Name: |
|
Jack R. Benintende |
|
|
Title: |
|
Treasurer and Principal Financial and |
|
|
|
|
Accounting Officer |
|
|
Date: |
|
August 4, 2023 |
Exhibit (a)(2)
SECTION 302 CERTIFICATIONS
I, Kirk C. Lehneis, President and Principal Executive Officer of MainStay CBRE Global Infrastructure Megatrends Fund, certify that:
| 1. |
I have reviewed this report on Form N-CSR of MainStay CBRE Global
Infrastructure Megatrends Fund; |
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the
periods presented in this report; |
| 4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule
30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared; |
| |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; |
| |
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
| |
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. |
The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting. |
|
|
|
| By: /s/ Kirk C. Lehneis |
| |
|
Kirk C. Lehneis |
|
|
President and Principal Executive Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund |
|
| Date: August 4, 2023 |
SECTION 302 CERTIFICATIONS
I, Jack R. Benintende, Treasurer and Principal Financial and Accounting Officer of MainStay CBRE Global Infrastructure Megatrends Term Fund,
certify that:
| 1. |
I have reviewed this report on Form N-CSR of MainStay CBRE Global
Infrastructure Megatrends Term Fund; |
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the
periods presented in this report; |
| 4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule
30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared; |
| |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; |
| |
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
| |
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. |
The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and
the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting. |
|
|
|
| By: /s/ Jack R. Benintende |
| |
|
Jack R. Benintende |
|
|
Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term
Fund |
|
| Date: August 4, 2023 |
Exhibit (b)
SECTION 906 CERTIFICATIONS
In connection with this report on Form N-CSR for the Registrant as furnished to the Securities and
Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| |
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as applicable; and |
| |
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Registrant. |
|
|
|
| By: /s/ Kirk C. Lehneis |
| |
|
Kirk C. Lehneis |
|
|
President and Principal Executive Officer, MainStay CBRE Global Infrastructure Megatrends Term Fund |
|
| Date: August 4, 2023 |
SECTION 906 CERTIFICATIONS
In connection with this report on Form N-CSR for the Registrant as furnished to the Securities and
Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| |
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as applicable; and |
| |
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Registrant. |
|
|
|
| By: /s/ Jack R. Benintende |
| |
|
Jack R. Benintende |
|
|
Treasurer and Principal Financial and Accounting Officer, MainStay CBRE Global Infrastructure Megatrends Term
Fund |
|
| Date: August 4, 2023 |
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| June 2022 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for June 2022 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 6/30/2022
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per Share |
|
Percent of
Current Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.1015 |
|
93% |
|
$0.6083 |
|
94% |
|
|
|
|
|
| Net Realized Short-Term
Capital Gains |
|
$0.0061 |
|
6% |
|
$0.0386 |
|
6% |
|
|
|
|
|
| Net Realized Long-Term
Capital Gains |
|
$0.0007 |
|
1% |
|
$0.0029 |
|
0%#
|
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$0.6498 |
|
100% |
# Less than 1%.
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 5/31/2022 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
6.28% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 5/31/2022 |
|
6.28%2
|
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 5/31/2022 |
|
6.28% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
5/31/2022 |
|
2.62%2
|
|
|
|
|
| 1. |
Represents the cumulative total return in relation to the change in NAV from inception (10/27/2021) through 5/31/2022.
|
| 2. |
The Fund commenced investment operations on 10/27/2021. |
| 3. |
Represents the cumulative total return in relation to the change in NAV for the fiscal period 10/27/2021 through
5/31/2022. |
|
|
| June 2022 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at 855-456-9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| July 2022 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for July 2022 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 7/31/2022
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per Share |
|
Percent of
Current Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.0981 |
|
91% |
|
$0.1996 |
|
92% |
|
|
|
|
|
| Net Realized Short-Term
Capital Gains |
|
$0.0102 |
|
9% |
|
$0.0163 |
|
8% |
|
|
|
|
|
| Net Realized Long-Term
Capital Gains |
|
$- |
|
-% |
|
$0.0007 |
|
0%#
|
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$0.2166 |
|
100% |
# Less than 1%.
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 6/30/2022 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
-4.77% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 6/30/2022 |
|
7.05%2
|
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 6/30/2022 |
|
-10.39% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
6/30/2022 |
|
0.59%2
|
|
|
|
|
| 1. |
Represents the cumulative total return in relation to the change in NAV from inception (10/27/2021) through 6/30/2022.
|
| 2. |
The Fund commenced investment operations on 10/27/2021. |
| 3. |
Represents the cumulative total return in relation to the change in NAV for the fiscal period 6/1/2022 through 6/30/2022.
|
|
|
| July 2022 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at 855-456-9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
Exhibit (C)
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| August 2022 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for August 2022 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 8/31/2022
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per Share |
|
Percent of
Current Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.1014 |
|
94% |
|
$0.3010 |
|
93% |
|
|
|
|
|
| Net Realized Short- Term Capital Gains |
|
$0.0054 |
|
5% |
|
$0.0217 |
|
6% |
|
|
|
|
|
| Net Realized Long- Term Capital Gains |
|
$0.0015 |
|
1% |
|
$0.0022 |
|
1% |
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$0.3249 |
|
100% |
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 7/31/2022 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
-1.42% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 7/31/2022 |
|
6.85%2
|
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 7/31/2022 |
|
-7.24% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
7/31/2022 |
|
1.14%4 |
|
|
|
|
| 1. |
Represents the cumulative total return in relation to the change in NAV from inception (10/27/2021) through 7/31/2022.
|
| 2. |
Represents the current monthly distribution rate annualized as a percentage of NAV as of 7/31/2022. |
| 3. |
Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2022 through
7/31/2022. |
| 4. |
Represents the cumulative distribution rate for the current fiscal period 6/1/2022 through 7/31/2022, which is determined
by dividing the dollar value of distributions in the period by the NAV as of 7/31/2022. |
|
|
| August 2022 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at
855–456–9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| September 2022 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for September 2022 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 9/30/2022
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per Share |
|
Percent of
Current Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.1014 |
|
94% |
|
$0.3010 |
|
93% |
|
|
|
|
|
| Net Realized Short- Term Capital Gains |
|
$0.0054 |
|
5% |
|
$0.0217 |
|
6% |
|
|
|
|
|
| Net Realized Long- Term Capital Gains |
|
$0.0015 |
|
1% |
|
$0.0022 |
|
1% |
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$0.3249 |
|
100% |
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 8/31/2022 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
-5.43% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 8/31/2022 |
|
7.18%2 |
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 8/31/2022 |
|
-11.02% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
8/31/2022 |
|
1.80%4 |
|
|
|
|
| 1. |
Represents the cumulative total return in relation to the change in NAV from inception (10/27/2021) through 8/31/2022.
|
| 2. |
Represents the current monthly distribution rate annualized as a percentage of NAV as of 8/31/2022. |
| 3. |
Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2022 through
8/31/2022. |
| 4. |
Represents the cumulative distribution rate for the current fiscal period 6/1/2022 through 8/31/2022, which is determined
by dividing the dollar value of distributions in the period by the NAV as of 8/31/2022. |
|
|
| September 2022 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at
855–456–9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| October 2022 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for October 2022 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 10/31/2022
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per Share |
|
Percent of
Current Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.0815 |
|
75% |
|
$0.4834 |
|
89% |
|
|
|
|
|
| Net Realized Short- Term Capital Gains |
|
$0.0249 |
|
23% |
|
$0.0525 |
|
10% |
|
|
|
|
|
| Net Realized Long- Term Capital Gains |
|
$0.0019 |
|
2% |
|
$0.0056 |
|
1% |
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$0.5415 |
|
100% |
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 9/30/2022 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
–22.94% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 9/30/2022 |
|
8.88%2 |
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 9/30/2022 |
|
–27.49% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
9/30/2022 |
|
2.96%4 |
|
|
|
|
| 1. |
Represents the cumulative total return in relation to the change in NAV from inception (10/27/2021) through 9/30/2022.
|
| 2. |
Represents the current monthly distribution rate annualized as a percentage of NAV as of 9/30/2022. |
| 3. |
Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2022 through
9/30/2022. |
| 4. |
Represents the cumulative distribution rate for the current fiscal period 6/1/2022 through 9/30/2022, which is determined
by dividing the dollar value of distributions in the period by the NAV as of 9/30/2022. |
|
|
| October 2022 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at
855–456–9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| November 2022 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for November 2022 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 11/30/2022
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per Share |
|
Percent of
Current Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.0815 |
|
75% |
|
$0.4834 |
|
89% |
|
|
|
|
|
| Net Realized Short-Term
Capital Gains |
|
$0.0249 |
|
23% |
|
$0.0525 |
|
10% |
|
|
|
|
|
| Net Realized Long-Term
Capital Gains |
|
$0.0019 |
|
2% |
|
$0.0056 |
|
1% |
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$0.5415 |
|
100% |
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 10/31/2022 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
–18.09% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 10/31/2022 |
|
8.43%2
|
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 10/31/2022 |
|
–23.09% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
10/31/2022 |
|
3.51%4
|
|
|
|
|
| 1. |
Represents the cumulative total return in relation to the change in NAV from inception (10/27/2021) through 10/31/2022.
|
| 2. |
Represents the current monthly distribution rate annualized as a percentage of NAV as of 10/31/2022.
|
| 3. |
Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2022 through
10/31/2022. |
| 4. |
Represents the cumulative distribution rate for the current fiscal period 6/1/2022 through 10/31/2022, which is determined
by dividing the dollar value of distributions in the period by the NAV as of 10/31/2022. |
|
|
| November 2022 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at 855-456-9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| December 2022 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for December 2022 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 12/31/2022
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per Share |
|
Percent of
Current Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.0670 |
|
62% |
|
$0.6088 |
|
80% |
|
|
|
|
|
| Net Realized Short- Term Capital Gains |
|
$0.0413 |
|
38% |
|
$0.1493 |
|
20% |
|
|
|
|
|
| Net Realized Long- Term Capital Gains |
|
$0.0000 |
|
0% |
|
$0.0000 |
|
0% |
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$0.7581 |
|
100% |
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 11/30/2022 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
–7.09% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 11/30/2022 |
|
7.51%2 |
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 11/30/2022 |
|
–13.18% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
11/30/2022 |
|
3.76%4 |
|
|
|
|
| 1. |
Represents the cumulative total return in relation to the change in NAV from inception (10/27/2021) through 11/30/2022.
|
| 2. |
Represents the current monthly distribution rate annualized as a percentage of NAV as of 11/30/2022.
|
| 3. |
Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2022 through
11/30/2022. |
| 4. |
Represents the cumulative distribution rate for the current fiscal period 6/1/2022 through 11/30/2022, which is determined
by dividing the dollar value of distributions in the period by the NAV as of 11/30/2022. |
|
|
| December 2022 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at
855–456–9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| January 2023 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for January 2023 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 1/31/2023
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per Share |
|
Percent of
Current Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.1043 |
|
96% |
|
$0.7131 |
|
82% |
|
|
|
|
|
| Net Realized Short- Term Capital Gains |
|
$0.0018 |
|
2% |
|
$0.1511 |
|
18% |
|
|
|
|
|
| Net Realized Long- Term Capital Gains |
|
$0.0022 |
|
2% |
|
$0.0022 |
|
0%* |
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$0.8664 |
|
100% |
|
|
|
|
| *Less than 1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 12/31/2022 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
–9.36% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 12/31/2022 |
|
7.83%2 |
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 12/31/2022 |
|
–16.20% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
12/31/2022 |
|
4.57%4 |
|
|
|
|
| 1. |
Represents the annualized total return in relation to the change in NAV from inception (10/27/2021) through 12/31/2022.
|
| 2. |
Represents the current monthly distribution rate annualized as a percentage of NAV as of 12/31/2022.
|
| 3. |
Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2022 through
12/31/2022. |
| 4. |
Represents the cumulative distribution rate for the current fiscal period 6/1/2022 through 12/31/2022, which is determined
by dividing the dollar value of distributions in the period by the NAV as of 12/31/2022. |
|
|
| January 2023 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at
855–456–9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
|
|
|
| 5024665.2 |
|
MSMEGI02h-01/23 |
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| February 2023 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for February 2023 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 2/28/2023
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per Share |
|
Percent of
Current Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.0940 |
|
87% |
|
$0.8071 |
|
83% |
|
|
|
|
|
| Net Realized Short- Term Capital Gains |
|
$0.0030 |
|
3% |
|
$0.1541 |
|
16% |
|
|
|
|
|
| Net Realized Long- Term Capital Gains |
|
$0.0113 |
|
10% |
|
$0.0135 |
|
1% |
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$0.9747 |
|
100% |
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 1/31/2023 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
–2.85% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 1/31/2023 |
|
7.28%2
|
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 1/31/2023 |
|
–9.29% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
1/31/2023 |
|
4.85%4
|
|
|
|
|
| 1. |
Represents the annualized total return in relation to the change in NAV from inception (10/27/2021) through 1/31/2023.
|
| 2. |
Represents the current monthly distribution rate annualized as a percentage of NAV as of 1/31/2023. |
| 3. |
Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2022 through
1/31/2023. |
| 4. |
Represents the cumulative distribution rate for the current fiscal period 6/1/2022 through 1/31/2023, which is determined
by dividing the dollar value of distributions in the period by the NAV as of 1/31/2023. |
|
|
| February 2023 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at
855–456–9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
|
|
|
| 5024665.2 |
|
MSMEGI18n-02/23 |
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| March 2023 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for March 2023 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 3/31/2023
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per Share |
|
Percent of
Current Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.0808 |
|
75% |
|
$0.8879 |
|
82% |
|
|
|
|
|
| Net Realized Short-Term Capital Gains |
|
$0.0038 |
|
3% |
|
$0.1579 |
|
15% |
|
|
|
|
|
| Net Realized Long-Term Capital Gains |
|
$0.0237 |
|
22% |
|
$0.0372 |
|
3% |
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$1.0830 |
|
100% |
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 2/28/2023 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
–7.34% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 2/28/2023 |
|
7.82%2 |
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 2/28/2023 |
|
–15.04% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
2/28/2023 |
|
5.87%4 |
|
|
|
|
| 1. |
Represents the annualized total return in relation to the change in NAV from inception (10/27/2021) through 2/28/2023.
|
| 2. |
Represents the current monthly distribution rate annualized as a percentage of NAV as of 2/28/2023. |
| 3. |
Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2022 through
2/28/2023. |
| 4. |
Represents the cumulative distribution rate for the current fiscal period 6/1/2022 through 2/28/2023, which is determined
by dividing the dollar value of distributions in the period by the NAV as of 2/28/2023. |
|
|
| March 2023 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at
855–456–9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
|
|
|
| 5024665.2 |
|
MSMEGI02i-03/23 |
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| April 2023 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for April 2023 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 4/30/2023
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per
Share |
|
Percent of
Current
Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.0740 |
|
68% |
|
$0.9619 |
|
81% |
|
|
|
|
|
| Net Realized Short-Term Capital Gains |
|
$0.0048 |
|
5% |
|
$0.1627 |
|
14% |
|
|
|
|
|
| Net Realized Long-Term Capital Gains |
|
$0.0295 |
|
27% |
|
$0.0667 |
|
5% |
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$1.1913 |
|
100% |
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 3/31/2023 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
–5.08% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 3/31/2023 |
|
7.66%2 |
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 3/31/2023 |
|
–12.64% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
3/31/2023 |
|
6.38%4 |
|
|
|
|
| 1. |
Represents the annualized total return in relation to the change in NAV from inception (10/27/2021) through 3/31/2023.
|
| 2. |
Represents the current monthly distribution rate annualized as a percentage of NAV as of 3/31/2023. |
| 3. |
Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2022 through
3/31/2023. |
| 4. |
Represents the cumulative distribution rate for the current fiscal period 6/1/2022 through 3/31/2023, which is determined
by dividing the dollar value of distributions in the period by the NAV as of 3/21/2023. |
|
|
| April 2023 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at
855–456–9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
|
|
|
| 5024665.2 |
|
MSMEGI18o-04/23 |
MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)
|
|
| May 2023 Distribution
Information |
MainStay CBRE Global Infrastructure Megatrends Fund (MEGI) (the “Fund”) is providing this notice to shareholders
with important information concerning the distribution declared for May 2023 in the amount of $0.1083 per common share. This notice is intended for informational purposes; no action is required on your part.
The following table sets forth the estimated sources of income of the current distribution, and the cumulative distributions paid this fiscal year to date from the
following sources: net investment income, net realized short-term capital gains, net realized long-term capital gains and return of capital or other capital source. All amounts are expressed on a per share of common stock basis and as a percentage
of the distribution amount.
Data as of 5/31/2023
|
|
|
|
|
|
|
|
|
| Source |
|
Current
Distribution per Share |
|
Percent of
Current Distribution |
|
Fiscal YTD
Cumulative
Distribution per Share |
|
Fiscal YTD Percent of
Total Cumulative
Distributions |
|
|
|
|
|
| Net Investment Income |
|
$0.0767 |
|
71% |
|
$1.0386 |
|
80% |
|
|
|
|
|
| Net Realized Short- Term Capital Gains |
|
$- |
|
-% |
|
$0.1627 |
|
13% |
|
|
|
|
|
| Net Realized Long- Term Capital Gains |
|
$0.0316 |
|
29% |
|
$0.0983 |
|
7% |
|
|
|
|
|
| Return of Capital or Other Capital Sources |
|
$- |
|
-% |
|
$- |
|
-% |
|
|
|
|
|
| Total per Share |
|
$0.1083 |
|
100% |
|
$1.2996 |
|
100% |
|
|
|
|
|
|
|
|
|
|
| Fund Performance and Distribution Rate Information as of 4/30/2023 |
|
|
|
|
|
|
|
|
| Average annual total return1 (in relation to the net asset value (NAV)) |
|
–3.15% |
|
|
|
|
|
|
|
| Annualized current distribution rate expressed as a percentage of
month end NAV as of 4/30/2023 |
|
7.51%2
|
|
|
|
|
|
|
|
| Cumulative total
return3 (in relation to NAV (not annualized)) for the fiscal period ending 4/30/2023 |
|
–10.33% |
|
|
|
|
|
|
|
| Cumulative fiscal year distribution rate as a percentage of NAV as of
4/30/2023 |
|
6.88%4
|
|
|
|
|
| 1. |
Represents the annualized total return in relation to the change in NAV from inception (10/27/2021) through 4/30/2023.
|
| 2. |
Represents the current monthly distribution rate annualized as a percentage of NAV as of 4/30/2023. |
| 3. |
Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2022 through
4/30/2023. |
| 4. |
Represents the cumulative distribution rate for the current fiscal period 6/1/2022 through 4/30/2023, which is determined
by dividing the dollar value of distributions in the period by the NAV as of 4/30/2023. |
|
|
| May 2023 Distribution Information |
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Managed Distribution Policy.
Please note: The amounts and sources of distributions reported in this 19(a) Notice are
only estimated and are not being provided for tax reporting purposes. The actual amounts and sources of income of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
For questions regarding this notice, or for more information regarding the Fund, please contact your investment advisor, or call New York Life Investments at
855–456–9683.
Neither New York Life Investment Management LLC, its affiliates, nor its representatives provide tax, legal, or accounting advice.
Please contact your own tax advisors.
“New York Life Investments” is both a service mark, and the common trade name, of certain investment advisors
affiliated with New York Life Insurance Company. The MainStay Funds® are managed by New York Life Investment Management LLC and distributed by NYLIFE Distributors LLC, 30 Hudson Street, Jersey
City, NJ 07302, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors LLC is a Member FINRA/SIPC.
|
|
|
| 5024665.2 |
|
MSMEGI18p-05/23 |
MainStay CBRE Global Inf... (NYSE:MEGI)
Historical Stock Chart
From Apr 2024 to May 2024
MainStay CBRE Global Inf... (NYSE:MEGI)
Historical Stock Chart
From May 2023 to May 2024
