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: November 30, 2023

 

 

 

 

562826.V3


FORM N-CSR

 

Item 1.

Reports to Stockholders.





MainStay CBRE Global Infrastructure Megatrends Term Fund
(formerly known as MainStay CBRE Global Infrastructure Megatrends Fund)
 

Message from the President and Semiannual Report
Unaudited  |  November 30, 2023 | NYSE Symbol MEGI
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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. On July 26, 2023, the Fund announced a 15% increase in the regular monthly distribution rate, to $0.1250 from $0.1083, effective August 31, 2023. In accordance with the Distribution Policy, the Fund currently expects to make monthly distributions to Common shareholders at a distribution rate per share of $0.1250. 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
High levels of market volatility, driven by macroeconomic and geopolitical uncertainties, produced sharp disparities between the performance of market sectors and investment styles during the six-month reporting period ended November 30, 2023. While mega-cap technology stocks related to advances in artificial intelligence ended the reporting period with outsized gains, cyclically sensitive infrastructure stocks trailed, undermined by high borrowing costs and concerns regarding the outlook for renewable energy projects.
For most of the reporting period, the federal funds rate set by U.S. Federal Reserve (the “Fed”) stood at 5.25%–5.50%, the highest level since 2008. Inflation hovered between 3.0% and 3.7%, down substantially from the June 2022 peak of 9.1%, but still well above the Fed target of 2.0%. Although economic growth remained surprisingly robust, supported by high levels of employment and consumer spending, few if any further rate increases were expected. In fact, by the end of the reporting period, the market began pricing in rate cuts for 2024. In response, the yield on the 10-year U.S. Treasury bond dipped from a high of over 4.9% in mid-October 2023 to 4.3% as of November 30, 2023, but stayed above the 4.0% level. The yield curve remained inverted, meaning that short-term yields exceeded long-term yields, with the two-year Treasury yield ending the reporting period at 4.7%. High yields for safe-haven Treasury bonds undermined the appeal of dividend-yielding stocks, including many utilities sector equities, while elevated borrowing costs took a toll on companies dependent on borrowing to finance development.
Closed-end fund discounts generally widened over the reporting period. Discounts are the result of many factors, including overall financial market conditions. MainStay CBRE Global Infrastructure Megatrends Term Fund's board and officers have been monitoring the discount in the Fund's trading price to NAV, and will continue to take appropriate actions in the best interests of the Fund.
The S&P 500® Index, a widely regarded benchmark of U.S. market performance, produced double-digit gains during the reporting period, as investors anticipated an end to the Fed’s rate hike cycle and hoped for a soft economic landing. Not surprisingly, given the economic backdrop, growth-oriented stocks in the
information technology and consumer discretionary sectors outperformed, while value-oriented shares in defensive sectors, such as utilities, lagged. Within the infrastructure-related investment universe, utilities suffered for the reasons described above, while renewable developments faced a more constrained and expensive lending environment. Developers cancelled some major U.S.-based wind projects, while additional cancellations were expected as approval delays mounted and costs rose. On the other hand, infrastructure projects related to energy security performed relatively well, as geopolitical instability—including the ongoing war in Ukraine the outbreak of hostilities in the Middle East—underscored the global need for reliable energy sources.
Despite increasing expectations for Fed rate cuts in 2024, statements from the central bank continue to insist that the path forward remains uncertain, with future actions dependent on emergent economic data. Whether the Fed can reach its inflation target without driving the economy into recession remains to be seen. Nevertheless, over the longer term, the megatrends of decarbonization, digital transformation and asset modernization are likely to continue driving the development of infrastructure throughout the United States and the world. MainStay CBRE Global Infrastructure Megatrends Term Fund remains focused on these key megatrends, investing in companies generating resilient income from the ownership and operation of essential infrastructure assets. By leveraging the industry-leading capabilities of the CBRE Investment Management team—a real asset investment specialist with an unmatched global network and research platform—the Fund exemplifies the multi-boutique investment philosophy that sets 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 Semiannual Report


Table of Contents

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, and as a result, when shares are redeemed, they may be worth more or less than their original cost.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 Period-Ended November 30, 2023*
  Six
Months1
One
Year
Since Inception
10/27/21
Net Asset Value (“NAV”) (3.80)% (7.03)% (7.06)%
Market Price (1.31) (1.88) (12.32)
FTSE Global Core Infrastructure 50/50 Index (Net)2 0.45 (4.27) (1.83)
    
* 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. Not annualized.
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.
5



Fund Statistics as of November 30, 2023 (Unaudited)
NYSE Symbol MEGI Premium/Discount 1 (13.63)%
CUSIP 56064Q107 Total Net Assets (millions) $767.6
Inception Date 10/27/2021 Total Managed Assets (millions)2 $1,047.3
Market Price $12.74 Leverage 3 26.43%
NAV $14.75    
    
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 November 30, 2023(Unaudited)
United States 30.9%
United Kingdom 14.2
Spain 11.1
Canada 9.6
Italy 8.7
China 5.1
Singapore 5.0
Hong Kong 4.8
Australia 3.8
Guernsey 2.3%
France 1.4
Japan 1.4
Ireland 0.9
Jersey, C.I. 0.2
Other Assets, Less Liabilities 0.6
  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 November 30, 2023 (excluding short-term investments) (Unaudited)
1. Enel SpA
2. National Grid plc
3. Enbridge, Inc.
4. Crown Castle, Inc.
5. Enagas SA
 6. Atlas Arteria Ltd.
 7. NetLink NBN Trust
 8. Vistra Corp., 7.00%-8.00%, due 10/15/26–12/15/26
 9. SSE plc
10. Atlantica Sustainable Infrastructure plc
 

6 MainStay CBRE Global Infrastructure Megatrends Term 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 Term Fund perform during the six months ended November 30, 2023?
During the six months ended November 30, 2023, MainStay CBRE Global Infrastructure Megatrends Term Fund returned −3.80% at net asset value (“NAV”) and −1.31% at market price.1
What factors affected the Fund’s performance during the reporting period?
During the reporting period, macroeconomic and geopolitical issues negatively impacted returns. Global inflation concerns and central bank counter-measures led to higher bond yields globally, which undermined yield-sensitive sectors. Other risk factors included the outbreak of war in the Middle East, along with the ongoing war in Ukraine and a debt crisis in China. Specifically infrastructure-related issues included increasing concerns about the profitability of renewable projects after a large offshore wind project for New York State was written down by a Danish company.
Negative headlines regarding renewables and concerns about a higher cost of capital for utilities weighed on the Fund’s positioning among companies leveraged to the decarbonization megatrend. Renewable leaders represented one of the Fund’s weaker-performing investment themes. However, the Fund also maintained exposure to utilities and energy companies exposed to power markets, and these companies generated positive returns due to higher profit margins. Moreover, companies exposed to the energy transition theme benefited from increased demand for energy security, as regional conflicts highlighted the importance of energy supply and security, with broad sources of energy more highly valued, including traditional fossil fuels.
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 this 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.
During the reporting period, the Fund increased its annual distribution rate by approximately 15%, reflecting our positive total return outlook for the Fund.
How was the Fund’s leverage strategy implemented during the reporting period?
During the reporting period, the Fund continued using its established line of credit with a large financial institution. 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%. The Fund maintained leverage below that level during the reporting period, reflecting a still-positive view of the impact of leverage on the distribution and total return outlook, as well as the increased cost of financing due to the variable rate of the credit line. The Fund’s leverage level ended the reporting period at 26.43%.
During the reporting period, which sectors were the strongest positive contributors to the Fund’s performance and which sectors were particularly weak?
Among the megatrends on which the Fund focuses, asset modernization provided the strongest positive contributions to total return. (Contributions take weightings and total returns into account.) Specifically, within this megatrend, holdings related to the energy transition theme generated an 8.5% return, as the midstream sector gained ground as a result of higher energy prices. Significant merger and acquisition activity occurred in the midstream sector, with public companies active in both acquisitions and disposals. This activity signaled significant private market interest for the assets.
Holdings exposed to the digital transformation megatrend outperformed FTSE Global Core Infrastructure 50/50 Index (Net), although the absolute return for the group was marginally negative at −0.5%. Most positions within the group generated positive returns. Negative sentiment arising from concerns regarding interest rate sensitivity eased, as yields started to decline, driving a rebound in the stocks as the reporting period progressed.
Decarbonization represented the Fund’s largest megatrend exposure, averaging 56% of the Fund’s assets over the reporting period, and produced the weakest performance among thematic positions, returning −2.6%. Among these holdings, we saw a stark separation between renewable leaders—both utilities and pure renewable asset owners—which declined by over 5%, and the electrification group of utilities and power oriented companies, which gained 1.7% due to higher power prices and improving sentiment toward regulated utilities.
What were some of the Fund’s largest purchases and sales during the reporting period?
The Fund’s largest purchases during the reporting period included new positions in U.K.-based water utility Pennon Group, U.S.-based midstream company Enterprise Product Partners and Japan-based rail transport firm Central Japan Railway. We
 
1. See “Fund Performance and Statistics” for more information on Fund returns.
7


initiated the position in Pennon when the stock’s valuation became compelling. Despite headlines regarding water leaks and environmental concerns in the U.K. water sector, we believed the position represented a significant investment opportunity. We also expected a positive business plan update from the company that outlined no equity was needed. Regarding Enterprise Product Partners (EPD), after selling other midstream holdings on strong performance, we later reinvested Fund assets in EPD. EPD is one of the largest midstream companies in the United States, with a dominant footprint in the Gulf of Mexico across the oil & gas value chain. We believe EPD has one of the best balance sheets in the sector and appears well positioned to steadily grow its 7.5% dividend yield. Central Japan Railway operates high speed passenger rail lines across the central region of Japan, including commuter lines in Tokyo. We expect the company to benefit from increased traffic following the lifting of Japanese pandemic-related travel restrictions earlier this year, as well as an increase in Chinese tourists following the reopening of that country.
The largest sales during the reporting period included the Fund’s entire positions in U.S.-based midstream companies ONEOK and The Williams Companies – following strong price performance leading to a less attractive valuation. We also reduced and exited a number of the Fund’s preferred security positions, which we viewed as offering less upside potential than common stock opportunities.
How did the Fund’s sector weightings change during the reporting period?
During the reporting period, we increased the Fund’s exposure to the asset modernization megatrend, while decreasing exposure to the decarbonization megatrend; this represented active management decisions to add positions, such as Pennon and EPD, while taking profits in the decarbonization area.
How was the Fund positioned at the end of the reporting period?
As of November 30, 2023, the Fund has allocated 55% of managed assets to the decarbonization megatrend theme, 31% to asset modernization and 14% 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 diversified exposure to companies continuing to support 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 also well positioned with a mix of 86% of total investments in common stock securities and 14% 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 Term Fund


Portfolio of Investments November 30, 2023†^ (Unaudited)
  Shares Value
Closed-End Funds 5.9%
Guernsey 3.2%  (2.3% of Managed Assets)
Bluefield Solar Income Fund Ltd. (Decarbonization)  5,185,487 $     7,462,917
Renewables Infrastructure Group Ltd. (The) (Decarbonization) 12,280,304    16,960,577
    24,423,494
Jersey, C.I. 0.3%  (0.2% of Managed Assets)
GCP Asset-Backed Income Fund Ltd. (Asset Modernization)  3,391,651     2,551,947
United Kingdom 2.4%  (1.8% of Managed Assets)
Foresight Solar Fund Ltd. (Decarbonization)  4,888,000      6,004,242
Greencoat UK Wind plc (Decarbonization)  3,740,000      6,794,329
HICL Infrastructure plc (Asset Modernization)  3,340,514     5,777,608
    18,576,179
Total Closed-End Funds
(Cost $55,430,847)
  45,551,620
Common Stocks 110.1%
Australia 5.1%  (3.8% of Managed Assets)
Atlas Arteria Ltd. (Asset Modernization) 10,331,267    39,593,031
Canada 10.8%  (7.9% of Managed Assets)
Brookfield Infrastructure Partners LP (Asset Modernization)    499,961     13,098,978
Enbridge, Inc. (Asset Modernization) 1,388,800 48,492,092
Pembina Pipeline Corp. (Asset Modernization) 634,600 21,227,381
    82,818,451
China 6.9%  (5.0% of Managed Assets)
Beijing Enterprises Water Group Ltd. (Asset Modernization) 40,000,000 8,039,635
Guangdong Investment Ltd. (Asset Modernization) 40,700,780 28,240,911
Jiangsu Expressway Co. Ltd. Class H (Asset Modernization) 9,980,000 8,981,783
Zhejiang Expressway Co. Ltd. Class H (Asset Modernization) 11,676,000 7,399,050
    52,661,379
  Shares Value
 
France 2.0%  (1.4% of Managed Assets)
Eutelsat Communications SACA (Digital Transformation) (a)  3,648,622 $    15,044,137
Hong Kong 6.6%  (4.8% of Managed Assets)
CK Infrastructure Holdings Ltd. (Decarbonization)  4,874,469     24,149,879
Power Assets Holdings Ltd. (Decarbonization)  5,036,000    26,271,811
    50,421,690
Ireland 1.3%  (0.9% of Managed Assets)
Greencoat Renewables plc (Decarbonization)  9,325,490     9,846,272
Italy 11.8%  (8.7% of Managed Assets)
Enel SpA (Decarbonization) 12,884,084    90,961,774
Japan 1.9%  (1.4% of Managed Assets)
Central Japan Railway Co. (Asset Modernization)    618,100    14,800,047
Singapore 6.9%  (5.0% of Managed Assets)
Keppel Infrastructure Trust (Asset Modernization) 13,650,000      4,795,918
Mapletree Industrial Trust (Digital Transformation)  5,162,000      8,798,206
NetLink NBN Trust (Digital Transformation) 62,060,000    39,202,138
    52,796,262
Spain 15.1%  (11.1% of Managed Assets)
Atlantica Sustainable Infrastructure plc (Decarbonization) 1,604,400 30,515,688
Cellnex Telecom SA (Digital Transformation) 333,603 12,723,965
Enagas SA (Asset Modernization) 2,326,351 42,541,516
Endesa SA (Decarbonization) 1,451,697 30,315,603
    116,096,772
United Kingdom 16.9%  (12.4% of Managed Assets)
National Grid plc (Decarbonization) 4,655,435 60,388,784
Pennon Group plc (Asset Modernization) 1,228,393 10,964,048
SSE plc (Decarbonization) 1,574,675 36,429,155
United Utilities Group plc (Asset Modernization) 1,611,384 22,194,123
    129,976,110
 
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 November 30, 2023†^ (Unaudited) (continued)
  Shares Value
Common Stocks (continued)
United States 24.8%  (18.2% of Managed Assets)
ALLETE, Inc. (Decarbonization)    318,300 $    17,659,284
Clearway Energy, Inc. Class C (Decarbonization)    593,656     14,823,590
Crown Castle, Inc. (Digital Transformation)    376,589     44,166,358
Dominion Energy, Inc. (Decarbonization)    369,494     16,752,858
Enterprise Products Partners LP (Asset Modernization)    744,200     19,929,676
Medical Properties Trust, Inc. (Asset Modernization)    850,100      4,122,985
NextEra Energy Partners LP (Decarbonization)    571,400     13,450,756
OGE Energy Corp. (Decarbonization)    647,968     22,711,279
PPL Corp. (Decarbonization)    342,000      8,933,040
Public Service Enterprise Group, Inc. (Decarbonization)    321,700     20,083,731
Uniti Group, Inc. (Digital Transformation)  1,374,800     7,602,644
    190,236,201
Total Common Stocks
(Cost $1,072,775,189)
  845,252,126
Convertible Preferred Stocks 7.4%
United States 7.4%  (5.4% of Managed Assets)
AES Corp. (The) (Decarbonization)    
6.875% 331,300 22,574,782
NextEra Energy, Inc. (Decarbonization)    
6.926% 696,900 25,813,176
Spire, Inc. (Asset Modernization)    
Series A    
7.50% 175,000 8,191,750
Total Convertible Preferred Stocks
(Cost $74,156,409)
  56,579,708
 
  Principal
Amount
Value
 
Corporate Bonds 5.0%
United States 5.0%  (3.7% of Managed Assets)
Vistra Corp. (Decarbonization) (b)(c)    
7.00% (5 Year Treasury Constant Maturity Rate + 5.74%), due 12/15/26 $ 29,000,000 $    27,550,000
8.00% (5 Year Treasury Constant Maturity Rate + 6.93%), due 10/15/26 11,000,000    10,759,540
Total Corporate Bonds
(Cost $40,393,856)
  38,309,540
 
  Shares  
 
Preferred Stocks 7.2%
Canada 2.2%  (1.6% of Managed Assets)
Algonquin Power & Utilities Corp. (Decarbonization)    
5.091% (c) 54,200 826,810
Brookfield BRP Holdings Canada, Inc. (Decarbonization)    
4.875% (c) 681,794 10,615,533
Enbridge, Inc. (Asset Modernization) (c)    
5.412% 221,400 2,607,297
6.112% 244,400 3,187,944
    17,237,584
United States 5.0%  (3.6% of Managed Assets)
CMS Energy Corp. (Decarbonization)    
5.875% 194,500 4,697,175
5.875% 178,210 4,375,055
Digital Realty Trust, Inc. (Digital Transformation) (c)    
5.20% 238,488 5,208,578
5.25% 206,791 4,557,674
5.85% 170,000 4,125,900
DTE Energy Co. (Asset Modernization)    
5.25% 132,000 3,074,280
Duke Energy Corp. (Decarbonization)    
5.75% (c) 207,000 5,108,760
Sempra (Asset Modernization)    
5.75% 125,000 3,031,250
Spire, Inc. (Asset Modernization)    
5.90% (c) 159,620 3,808,533
    37,987,205
Total Preferred Stocks
(Cost $65,055,019)
  55,224,789
 
 
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 Term Fund


  Number of
Rights
  Value
 
Rights 0.1%
China 0.1%  ( 0.0%‡ of Managed Assets)
Zhejiang Expressway Co. Ltd. (Asset Modernization) Expires12/5/23 (a)  4,436,880   $       499,847
Total Rights
(Cost $0)
    499,847
Total Investments
(Cost $1,307,811,320)
135.7%   1,041,417,630
Line of Credit Borrowing       (36.1)     (276,800,000)
Other Assets, Less Liabilities 0.4   2,988,804
Net Assets 100.0%   $  767,606,434
    
Percentages indicated are based on Fund net assets applicable to Common Shares.
^ Industry and country classifications may be different than those used for compliance monitoring purposes.
Less than one-tenth of a percent.
(a) Non-income producing security.
(b) Floating rate—Rate shown was the rate in effect as of November 30, 2023.
(c) Security is perpetual and, thus, does not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.
"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 $1,047,340,327 as of November 30, 2023.
Investments in Affiliates (in 000's)
Investments in issuers considered to be affiliate(s) of the Fund during the six-month period ended November 30, 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 Period
Purchases
at Cost
Proceeds
from
Sales
Net
Realized
Gain/(Loss)
on Sales
Change in
Unrealized
Appreciation/
(Depreciation)
Value,
End of
Period
Dividend
Income
Other
Distributions
Shares
End of
Period
MainStay U.S. Government Liquidity Fund $ 274 $ 30,649 $ (30,923) $ — $ — $ — $ 16 $ —
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 November 30, 2023†^ (Unaudited) (continued)
The following is a summary of the fair valuations according to the inputs used as of November 30, 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   $  45,551,620            $  —   $ —       $  45,551,620
Common Stocks  845,252,126            —        845,252,126
Convertible Preferred Stocks   48,387,958     8,191,750         56,579,708
Corporate Bonds           —    38,309,540         38,309,540
Preferred Stocks   55,224,789            —         55,224,789
Rights      499,847            —            499,847
Total Investments in Securities $  994,916,340   $  46,501,290   $ —   $ 1,041,417,630
    
(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 $ 572,836,400   74.7%
Asset Modernization 327,151,630   42.6
Digital Transformation 141,429,600   18.4
  1,041,417,630   135.7
Line of Credit Borrowing (276,800,000)   (36.1)
Other Assets, Less Liabilities 2,988,804   0.4
Net Assets $ 767,606,434   100.0%
    
† Percentages indicated are based on Fund net assets applicable to Common Shares.
    
^ Industry and country classifications may be different than those used for compliance monitoring purposes.
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 Term Fund


Statement of Assets and Liabilities as of November 30, 2023 (Unaudited)
Assets
Investment in securities, at value
(identified cost $1,307,811,320)
$1,041,417,630
Cash 1,355
Receivables:  
Dividends and interest 8,272,560
Investment securities sold 240,634
Other assets 58,828
Total assets 1,049,991,007
Liabilities
Payable for Line of Credit 276,800,000
Payables:  
Investment securities purchased 1,709,304
Manager (See Note 3) 830,910
Custodian 44,688
Professional fees 32,896
Trustees 4,613
Accrued expenses 28,269
Interest expense and fees payable 2,933,893
Total liabilities 282,384,573
Net assets applicable to Common shares $ 767,606,434
Common shares outstanding 52,047,534
Net asset value per Common share (Net assets applicable to Common shares divided by Common shares outstanding) $ 14.75
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) (272,795,691)
Net assets applicable to Common shares $ 767,606,434
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 six months ended November 30, 2023 (Unaudited)
Investment Income (Loss)
Income  
Dividends-unaffiliated (net of foreign tax withholding of $2,028,501) $ 38,573,807
Interest 1,377,842
Dividends-affiliated 16,208
Total income 39,967,857
Expenses  
Manager (See Note 3) 5,337,534
Interest expense and fees 9,073,794
Shareholder communication 83,748
Professional fees 78,940
Custodian 52,933
Transfer agent 11,916
Trustees 7,835
Miscellaneous 91,297
Total expenses 14,737,997
Net investment income (loss) 25,229,860
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:  
Unaffiliated investment transactions (2,846,511)
Foreign currency transactions (109,727)
Net realized gain (loss) (2,956,238)
Net change in unrealized appreciation (depreciation) on:  
Unaffiliated investments (54,806,771)
Translation of other assets and liabilities in foreign currencies 51,273
Net change in unrealized appreciation (depreciation) (54,755,498)
Net realized and unrealized gain (loss) (57,711,736)
Net increase (decrease) in net assets to Common shares
resulting from operations
$(32,481,876)
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 Term Fund


Statements of Changes in Net Assets
for the six months ended November 30, 2023 (Unaudited) and the year ended May 31, 2023
  Six months
ended
November 30,
2023
Year
ended
May 31,
2023
Increase (Decrease) in Net Assets Applicable to Common Shares
Operations:    
Net investment income (loss) $ 25,229,860 $ 40,546,967
Net realized gain (loss) (2,956,238) 27,499,790
Net change in unrealized appreciation (depreciation) (54,755,498) (240,271,618)
Net increase (decrease) in net assets applicable to Common shares resulting from operations (32,481,876) (172,224,861)
Distributions to Common shareholders (37,297,263) (67,640,975)
Net increase (decrease) in net assets applicable to Common shares (69,779,139) (239,865,836)
Net Assets Applicable to Common Shares
Beginning of period 837,385,573 1,077,251,409
End of period $767,606,434 $ 837,385,573
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 six months ended November 30, 2023 (Unaudited)
Cash Flows From (Used in) Operating Activities:
Net decrease in net assets resulting from operations $ (32,481,876)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities:  
Long term investments purchased (69,580,199)
Long term investments sold 103,167,837
Sale of affiliated investments, net 273,935
Amortization (accretion) of discount and premium, net 82,599
Increase in investment securities sold receivable (240,634)
Decrease in dividends and interest receivable 1,894,631
Increase in other assets (22,597)
Increase in investment securities purchased payable 1,709,304
Increase in professional fees payable 9,679
Increase in custodian payable 18,186
Decrease in shareholder communication payable (14,040)
Decrease in due to Trustees (1,669)
Decrease in due to manager (170,728)
Decrease in due to transfer agent (4,252)
Increase in accrued expenses 22,189
Decrease in interest expense and fees payable (17,062)
Net realized loss from investments 2,846,511
Net change in unrealized (appreciation) depreciation on unaffiliated investments 54,806,771
Net cash from operating activities 62,298,585
Cash Flows From (Used in) Financing Activities:
Proceeds from line of credit 73,500,000
Payments on line of credit (98,500,000)
Cash distributions paid, net of change in Common share dividend payable (37,297,263)
Net cash used in financing activities (62,297,263)
Net increase in cash 1,322
Cash at beginning of period 33
Cash at end of period $ 1,355
    
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 period  
Cash denominated in foreign currencies $ 33
Total cash shown in the Statement of Cash Flows $ 33
Cash at end of period  
Cash $1,355
Total cash shown in the Statement of Cash Flows $1,355
Cash Payments recognized as interest expense for the period ended November 30, 2023, were $9,090,856.
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 Term Fund


Financial Highlights selected per share data and ratios
  Six months
ended
November 30,
2023*
  Year Ended May 31,   October 27, 2021^ through
May 31,
  2023   2022
Net asset value at beginning of period applicable to Common shares $ 16.09   $ 20.70   $ 20.00
Net investment income (loss) (a) 0.48   0.78   0.58
Net realized and unrealized gain (loss) (1.10)   (4.09)   0.66
Total from investment operations (0.62)   (3.31)   1.24
Dividends and distributions to Common shareholders (0.72)   (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 $ 14.75   $ 16.09   $ 20.70
Market price at end of period applicable to Common shares $ 12.74   $ 13.66   $ 18.65
Total investment return on market price (b) (1.31)%   (19.84)%   (4.02)%
Total investment return on net asset value (b) (3.80)%   (16.09)%   6.28%
Ratios (to average net assets of Common shareholders)/
Supplemental Data:
         
Net investment income (loss) 6.43%††   4.51%   4.78%††
Net expenses (including interest expense and fees) (c) 3.76%††   3.07%(d)   1.92%†† (d)(e)
Interest expense and fees (f) 2.31%††   1.62%   0.36%††
Portfolio Turnover Rate 7%   26%   12%
Net assets applicable to Common shareholders at end of period (in 000’s) $ 767,606   $ 837,386   $ 1,077,251
    
* Unaudited.
^ 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 (Unaudited)
Note 1–Organization and Business
MainStay CBRE Global Infrastructure Megatrends Term 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 Term 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 November 30, 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 six-month period ended November 30, 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
19


Notes to Financial Statements (Unaudited) (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.
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.
Equity securities, rights and warrants, if applicable, 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.
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.
(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
 
20 MainStay CBRE Global Infrastructure Megatrends Term Fund


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 24.
(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) Rights and Warrants.  Rights are certificates that permit the holder to purchase a certain number of shares, or a fractional share, of a new stock from the issuer at a specific price. Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. These investments can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of these investments do not necessarily move in tandem with the prices of the underlying securities.
There is risk involved in the purchase of rights and warrants in that these investments are speculative investments. The Fund could also lose the entire value of its investment in warrants if such warrants are not exercised by the date of its expiration. The Fund is exposed to risk until the sale or exercise of each right or warrant is completed.
(J) 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 November 30, 2023.
(K) 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
21


Notes to Financial Statements (Unaudited) (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.
(L) 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 in 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 six-month period ended November 30, 2023, New York Life Investments earned fees from the Fund in the amount of $5,337,534 and paid the Subadvisor in the amount of $2,668,767.
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 November 30, 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 $1,313,887,783 $3,692,896 $(276,163,049) $(272,470,153)
During the year ended May 31, 2023, the tax character of distributions paid as reflected in the Statements of Changes in Net Assets was as follows:
  2023
Distributions paid from:  
Ordinary Income $62,143,739
Long-Term Capital Gains 5,497,236
Total $67,640,975
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.
 
22 MainStay CBRE Global Infrastructure Megatrends Term 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 six-month period ended November 30, 2023, the Fund utilized the line of credit for 183 days, maintained an average daily balance of $279,420,219 at a weighted average interest rate of 6.48% and incurred interest expense in the amount of $9,073,794. As of November 30, 2023, borrowings outstanding with respect to the Fund under the Credit Agreement were $276,800,000.
Note 7–Purchases and Sales of Securities (in 000’s)
During the six-month period ended November 30, 2023, purchases and sales of securities, other than short-term securities, were $69,580 and $103,168, respectively.
Note 8–Capital Share Transactions
No activity during the six-month period ended November 30, 2023 and the year ended May 31, 2023.
Note 9–Other Matters
As of the date of this report, the Fund faces a heightened level of risk associated with current uncertainty, volatility and state of economies, financial markets, rising interest rates, and labor and health conditions around the world. Events such as war, acts of terrorism, recessions, rapid inflation, the imposition of international sanctions, earthquakes, hurricanes, epidemics and pandemics and other unforeseen natural or human disasters may have broad adverse social, political and economic effects on the global economy, which could negatively impact the value of the Fund's investments. Developments that disrupt global economies and financial markets may magnify factors that affect the Fund's performance.
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, the Fund pays a monthly dividend in the amount of $0.125 per Common share, to shareholders of record.
Note 10–Subsequent Events
In connection with the preparation of the financial statements of the Fund as of and for the six-month period ended November 30, 2023, events and transactions subsequent to November 30, 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:
On December 7, 2023, the Fund’s Declaration of Trust and Amended and Restated By-Laws of the Trust (“By-Laws”) were amended to remove Section 5.2(j) from the Declaration of Trust and Article IX Control Share Acquisitions from the By-Laws. The Fund remains subject to a control share statute under Delaware law that went into effect on August 1, 2022. Under Delaware law applicable to the Fund, 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. There is some uncertainty around state control share statutes and their validity under the 1940 Act as a result of recent federal and state court decisions that have found that certain control share by-laws violated the 1940 Act.
On December 14, 2023, the Fund declared a dividend in the amount of $0.125 per Common share, payable December 29, 2023, to shareholders of record on December 26, 2023.
On January 16, 2024, the Fund declared a dividend in the amount of $0.125 per Common share, payable January 31, 2024, to shareholders of record on January 26, 2024.
23


Dividend Reinvestment Plan (Unaudited)
Introduction
This Dividend Reinvestment Plan (“Plan”) for MainStay CBRE Global Infrastructure Megatrends Term 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 $0.15 per share sold fee. All per share fees include any applicable brokerage commissions the Plan Administrator is required is required to pay.
 
24 MainStay CBRE Global Infrastructure Megatrends Term Fund


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.
25


Proxy Results
The Annual Meeting of Shareholders was held on September 28, 2023, to elect two Class I Trustees of the Fund by shareholders of record as on July 6, 2023. Listed below are the results of this voting.
Trustees Votes
For
Votes
Against
Abstentions Total Votes
Susan B. Kerley 36,841,810 9,440,784 0 46,282,594
Jacques P. Perold 37,247,941 9,034,653 0 46,282,594
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.
26 MainStay CBRE Global Infrastructure Megatrends Term Fund


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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.
5013540MS150-23 MSMEGI10-01/24
(NYLIM) NL534


Item 2.

Code of Ethics.

Not applicable.

 

Item 3.

Audit Committee Financial Expert.

Not applicable.

 

Item 4.

Principal Accountant Fees and Services.

Not applicable.

 

Item 5.

Audit Committee of Listed Registrants.

Not applicable.

 

Item 6.

Investments.

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.

Not applicable.

 

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

 

Item 9.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

 

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 Registrant’s Board of Trustees.

 

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) (the “Disclosure


Controls”), as of a date within 90 days prior to the filing date (the “Filing Date”) of this Form N-CSR (the “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.

 

Item 13.

Exhibits.

 

(a)

Certifications of principal executive officer and principal financial officer as required by Rule 30a-2 under the Investment Company Act of 1940.

 

(b)

Certifications of principal executive officer and principal financial officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.

 

(c)

Notices to Fund’s shareholders in accordance with Rule 19-a-1 under the Investment Company Act of 1940.

 

(d)

Agreement and Declaration of Trust

 

(e)

By-Laws


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

 

By: /s/ Kirk C. Lehneis
    Kirk C. Lehneis
    President and Principal Executive Officer

Date: February 2, 2024

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.

 

By: /s/ Kirk C. Lehneis   
    Kirk C. Lehneis
    President and Principal Executive Officer

Date: February 2, 2024

 

By: /s/ Jack R. Benintende  
    Jack R. Benintende
    Treasurer and Principal Financial
 

    and Accounting Officer

Date: February 2, 2024

Exhibit (a)

SECTION 302 CERTIFICATIONS

I, Kirk C. Lehneis, President and Principal Executive 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/ Kirk C. Lehneis
 

Kirk C. Lehneis

 

President and Principal Executive Officer,

 

MainStay CBRE Global Infrastructure

 

Megatrends Term Fund

 

Date: February 2, 2024


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: February 2, 2024

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: February 2, 2024


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: February 2, 2024

Exhibit (c)

MainStay CBRE Global Infrastructure Megatrends Fund (NYSE: MEGI)

 

 

 June 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 June 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 6/30/2023 

 

 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

   $0.0681    63%    $0.0681    63%

Net Realized Short-Term Capital Gains

   $0.0020    2%    $0.0020    2%

Net Realized Long-Term Capital Gains

   $0.0382    35%    $0.0382    35%

Return of Capital or Other Capital Sources

   $-    -%    $-    -%

Total per Share

   $0.1083    100%    $0.1083    100%

 

 Fund Performance and Distribution Rate Information as of 5/31/2023      

Average annual total return1 (in relation to the net asset value (NAV))

     –6.94%  

Annualized current distribution rate expressed as a percentage of month end NAV as of 5/31/2023

     7.51% 2  

Cumulative total return3 (in relation to NAV (not annualized)) for the fiscal period ending 5/31/2023

     –16.09%    

Cumulative fiscal year distribution rate as a percentage of NAV as of 5/31/2023

     8.08% 4  

 

  1.

Represents the annualized total return in relation to the change in NAV from inception (10/27/2021) through 5/31/2023.

 
  2.

Represents the current monthly distribution rate annualized as a percentage of NAV as of 5/31/2023.

 
  3.

Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2022 through 5/31/2023.

 
  4.

Represents the cumulative distribution rate for the current fiscal period 6/1/2022 through 5/31/2023, which is determined by dividing the dollar value of distributions in the period by the NAV as of 5/31/2023.

 

 

LOGO


 

June 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.

 

 

LOGO

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    

MSMEGI02j-06/23


MainStay CBRE Global Infrastructure Megatrends Term Fund (NYSE: MEGI)

 

 

 July 2023 Distribution Information

 

 

MainStay CBRE Global Infrastructure Megatrends Term Fund (MEGI) (the “Fund”) is providing this notice to shareholders with important information concerning the distribution declared for July 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 7/31/2023

 

 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

   $0.0681    63%    $0.1362    63%

Net Realized Short-Term Capital Gains

   $0.0020    2%    $0.0040    2%

Net Realized Long-Term Capital Gains

   $0.0382    35%    $0.0764    35%

Return of Capital or Other Capital Sources

   $-    -%    $-    -%

Total per Share

   $0.1083    100%    $0.2166    100%

 

 Fund Performance and Distribution Rate Information as of 6/30/2023   

Average annual total return1 (in relation to the net asset value (NAV))

     –5.27

Annualized current distribution rate expressed as a percentage of month end NAV as of 6/30/2023

     7.94 %2 

Cumulative total return3 (in relation to NAV (not annualized)) for the fiscal period ending 6/30/2023

     2.41 %   

Cumulative fiscal year distribution rate as a percentage of NAV as of 6/30/2023

     0.66 %4 

 

  1.

Represents the annualized total return in relation to the change in NAV from inception (10/27/2021) through 6/30/2023.

 
  2.

Represents the current monthly distribution rate annualized as a percentage of NAV as of 6/30/2023.

 
  3.

Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2023 through 6/30/2023.

 
  4.

Represents the cumulative distribution rate for the current fiscal period 6/1/2023 through 6/30/2023, which is determined by dividing the dollar value of distributions in the period by the NAV as of 6/30/2023.

 

 

LOGO


 

July 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.

 

 

LOGO

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    MSMEGI02l-07/23


MainStay CBRE Global Infrastructure Megatrends Term Fund (NYSE: MEGI)

 

 

August 2023 Distribution Information

MainStay CBRE Global Infrastructure Megatrends Term Fund (MEGI) (the “Fund”) is providing this notice to shareholders with important information concerning the distribution declared for August 2023 in the amount of $0.1250 per common share. This reflects the 15% increase in the Fund’s regular monthly distribution rate as announced by the Fund on July 26, 2023. 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 8/31/2023

 

 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

   $0.0837    67%    $0.2199    64%

Net Realized Short-Term Capital Gains

   $0.0083    7%    $0.0123    4%

Net Realized Long-Term Capital Gains

   $0.0330    26%    $0.1094    32%

Return of Capital or Other Capital Sources

   $-    -%    $-    -%

Total per Share

   $0.1250    100%    $0.3416    100%

 

 

 Fund Performance and Distribution Rate Information as of 7/31/2023

  

Average annual total return1 (in relation to the net asset value (NAV))

     –4.47

Annualized current distribution rate expressed as a percentage of month end NAV as of 7/31/2023

     7.91 %2 

Cumulative total return3 (in relation to NAV (not annualized)) for the fiscal period ending 7/31/2023

     3.47 %   

Cumulative fiscal year distribution rate as a percentage of NAV as of 7/31/2023

     1.32 %4 

 

  1.

Represents the annualized total return in relation to the change in NAV from inception (10/27/2021) through 7/31/2023.

 
  2.

Represents the current monthly distribution rate annualized as a percentage of NAV as of 7/31/2023.

 
  3.

Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2023 through 7/31/2023.

 
  4.

Represents the cumulative distribution rate for the current fiscal period 6/1/2023 through 7/31/2023, which is determined by dividing the dollar value of distributions in the period by the NAV as of 7/31/2023.

 

 

LOGO


 

August 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.

 

 

 

LOGO

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    MSMEGI02m-08/23


MainStay CBRE Global Infrastructure Megatrends Term Fund (NYSE: MEGI)

 

 

September 2023 Distribution Information

MainStay CBRE Global Infrastructure Megatrends Term Fund (MEGI) (the “Fund”) is providing this notice to shareholders with important information concerning the distribution declared for September 2023 in the amount of $0.1250 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 9/30/2023

 

 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

   $0.0911    73%    $0.3110    67%

Net Realized Short-Term Capital Gains

   $0.0077    6%    $0.0200    4%

Net Realized Long-Term Capital Gains

   $0.0262    21%    $0.1356    29%

Return of Capital or Other Capital Sources

   $-    -%    $-
   -%

Total per Share

   $0.1250    100%    $0.4666    100%

 

 Fund Performance and Distribution Rate Information as of 8/31/2023   

Average annual total return1 (in relation to the net asset value (NAV))

     –7.69

Annualized current distribution rate expressed as a percentage of month end NAV as of 8/31/2023

     9.84 %2 

Cumulative total return3 (in relation to NAV (not annualized)) for the fiscal period ending 8/31/2023

     –3.24 %   

Cumulative fiscal year distribution rate as a percentage of NAV as of 8/31/2023

     2.24 %4 

 

  1.

Represents the annualized total return in relation to the change in NAV from inception (10/27/2021) through 8/31/2023.

 
  2.

Represents the current monthly distribution rate annualized as a percentage of NAV as of 8/31/2023.

 
  3.

Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2023 through 8/31/2023.

 
  4.

Represents the cumulative distribution rate for the current fiscal period 6/1/2023 through 8/31/2023, which is determined by dividing the dollar value of distributions in the period by the NAV as of 8/31/2023.

 

 

LOGO


 

September 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.

 

 

 

LOGO

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    MSMEGI02n-09/23


MainStay CBRE Global Infrastructure Megatrends Term Fund (NYSE: MEGI)

 

 

October 2023 Distribution Information

MainStay CBRE Global Infrastructure Megatrends Term Fund (MEGI) (the “Fund”) is providing this notice to shareholders with important information concerning the distribution declared for October 2023 in the amount of $0.1250 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 10/31/2023

 

 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

   $0.0975    78%    $0.4085    69%

Net Realized Short-Term Capital Gains

   $0.0075    6%    $0.0275    5%

Net Realized Long-Term Capital Gains

   $0.0200    16%    $0.1556    26%

Return of Capital or Other Capital Sources

   $-    -%    $-    -%

Total per Share

   $0.1250    100%    $0.5916    100%

 

 Fund Performance and Distribution Rate Information as of 9/30/2023   

Average annual total return1 (in relation to the net asset value (NAV))

     –11.81

Annualized current distribution rate expressed as a percentage of month end NAV as of 9/30/2023

     10.92 %2   

Cumulative total return3 (in relation to NAV (not annualized)) for the fiscal period ending 9/30/2023

     –11.97

Cumulative fiscal year distribution rate as a percentage of NAV as of 9/30/2023

     3.40 %4 

 

  1.

Represents the annualized total return in relation to the change in NAV from inception (10/27/2021) through 9/30/2023.

 
  2.

Represents the current monthly distribution rate annualized as a percentage of NAV as of 9/30/2023.

 
  3.

Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2023 through 9/30/2023.

 
  4.

Represents the cumulative distribution rate for the current fiscal period 6/1/2023 through 9/30/2023, which is determined by dividing the dollar value of distributions in the period by the NAV as of 9/30/2023.

 

 

LOGO


 

October 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.

 

 

 

LOGO

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    MSMEGI18q-10/23


MainStay CBRE Global Infrastructure Megatrends Term Fund (NYSE: MEGI)

 

 

November 2023 Distribution Information

MainStay CBRE Global Infrastructure Megatrends Term Fund (MEGI) (the “Fund”) is providing this notice to shareholders with important information concerning the distribution declared for November 2023 in the amount of $0.1250 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 11/30/2023

 

 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

   $0.1117    89%    $0.5202    73%

Net Realized Short-Term Capital Gains

   $0.0075    6%    $0.0350    5%

Net Realized Long-Term Capital Gains

   $0.0058    5%    $0.1614    22%

Return of Capital or Other Capital Sources

   $-    -%    $-    -%

Total per Share

   $0.1250    100%    $0.7166    100%

 

 Fund Performance and Distribution Rate Information as of 10/31/2023   

Average annual total return1 (in relation to the net asset value (NAV))

     –12.72

Annualized current distribution rate expressed as a percentage of month end NAV as of 10/31/2023

     11.37 %2 

Cumulative total return3 (in relation to NAV (not annualized)) for the fiscal period ending 10/31/2023

     –14.69 %   

Cumulative fiscal year distribution rate as a percentage of NAV as of 10/31/2023

     4.49 %4 

 

  1.

Represents the annualized total return in relation to the change in NAV from inception (10/27/2021) through 10/31/2023.

 
  2.

Represents the current monthly distribution rate annualized as a percentage of NAV as of 10/31/2023.

 
  3.

Represents the cumulative total return in relation to the change in NAV for the current fiscal period 6/1/2023 through 10/31/2023.

 
  4.

Represents the cumulative distribution rate for the current fiscal period 6/1/2023 through 10/31/2023, which is determined by dividing the dollar value of distributions in the period by the NAV as of 10/31/2023.

 

 

LOGO


 

November 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.

 

 

 

LOGO

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    MSMEGI18r-11/23

Exhibit (d)

AGREEMENT AND DECLARATION OF TRUST

of

MainStay CBRE Global Infrastructure Megatrends Term Fund

(a Delaware Statutory Trust)

Dated as of September 17, 2021

TABLE OF CONTENTS

 

         Page  

ARTICLE I Name and Definitions

     1  

Section 1.1

 

Name

     1  

Section 1.2

 

Definitions

     1  

ARTICLE II Purpose of Trust

     3  

ARTICLE III

     3  

Section 3.1

 

Beneficial Interest

     3  

Section 3.2

 

Other Securities

     3  

Section 3.3

 

Transfer of Shares

     4  

Section 3.4

 

Register of Shares

     4  

Section 3.5

 

Transfer Agent and Registrar

     4  

Section 3.6

 

Notices

     4  

Section 3.7

 

Status of Shares

     5  

Section 3.8

 

Issuance of Shares

     5  

Section 3.9

 

Limitation of Personal Liability

     5  

Section 3.10

 

Derivative Actions

     5  

Section 3.11

 

Direct Actions

     6  

Section 3.12

 

Indemnification of Shareholders

     6  

Section 3.13

 

Reports

     6  

ARTICLE IV Trustees

     6  

Section 4.1

 

Number and Qualification

     6  

Section 4.2

 

Term and Election

     7  

Section 4.3

 

Resignation and Removal

     7  

Section 4.4

 

Effect of Death, Resignation, etc

     8  

Section 4.5

 

Powers and Duties

     8  

Section 4.6

 

Expenses of the Trust

     11  

Section 4.7

 

Ownership of Assets of the Trust

     12  

Section 4.8

 

Service Contracts

     12  

Section 4.9

 

Trustees and Officers as Shareholders

     14  

Section 4.10

 

Additional Provisions

     14  

ARTICLE V Shareholders’ Voting Powers and Meetings

     14  

Section 5.1

 

Meetings of Shareholders

     14  

TABLE OF CONTENTS

(continued)


Section 5.2

 

Voting Powers, Meetings, Notice, and Record Dates

     14  

Section 5.3

 

Quorum and Required Vote

     15  

Section 5.4

 

Record Dates for Dividends and Distributions

     16  

Section 5.5

 

Additional Provisions

     16  

ARTICLE VI Net Asset Value, Distributions and Redemptions

     17  

Section 6.1

 

Determination of Net Asset Value, Net Income, and Distributions

     17  

Section 6.2

 

Redemption

     17  

ARTICLE VII Compensation, Limitation of Liability, and Indemnification

     17  

Section 7.1

 

Trustee Compensation

     17  

Section 7.2

 

Limitation of Liability

     18  

Section 7.3

 

Indemnification

     18  

Section 7.4

 

Trustee’s Good Faith Action, Expert Advice, No Bond or Surety

     20  

Section 7.5

 

Insurance

     20  

Section 7.6

 

Employee Benefit Plans

     20  

ARTICLE VIII Miscellaneous

     20  

Section 8.1

 

Liability of Third Persons Dealing with Trustees

     20  

Section 8.2

 

Subsidiaries

     20  

Section 8.3

 

Term and Termination of the Trust

     20  

Section 8.4

 

Reserved

     21  

Section 8.5

 

Amendments

     21  

Section 8.6

 

Filing of Copies, References, Headings

     22  

Section 8.7

 

Applicable Law

     22  

Section 8.8

 

Provisions in Conflict with Law or Regulations

     23  

Section 8.9

 

Statutory Trust Only

     23  

Section 8.10

 

Writings

     23  

Section 8.11

 

Exclusive Forum Provisions

     23  

 

ii


AGREEMENT AND DECLARATION OF TRUST

of

MainStay CBRE Global Infrastructure Megatrends Term Fund

THIS AGREEMENT AND DECLARATION OF TRUST is made as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

NOW, THEREFORE, the Trustees do hereby declare that the Trustees will hold IN TRUST all cash, securities, and other assets which the Trust now possesses or may hereafter acquire from time to time in any manner and manage and dispose of the same upon the following terms and conditions for the benefit of the holders from time to time of shares of beneficial interest of this Trust as hereinafter set forth.

ARTICLE I

Name and Definitions

Section 1.1   Name. This Trust shall be known as “MainStay CBRE Global Infrastructure Megatrends Term Fund,” and the Trustees shall conduct the business of the Trust under that name or any other name or names as they may from time to time determine. Any name change shall become effective upon the execution by a majority of the then Trustees of an instrument setting forth the new name and the filing of a certificate of amendment pursuant to Section 3810(b) of the Delaware Statutory Trust Act (as defined below). Any such instrument shall not require the approval of the Shareholders, but shall have the status of an amendment to this Declaration.

Section 1.2   Definitions. Whenever used herein, unless otherwise required by the context or specifically provided:

(a)   “Administrator” means a party furnishing services to the Trust pursuant to any administration contract described in Article IV, Section 4.8(a) hereof.

(b)   “Affiliated Person” shall have the meaning given such term in the 1940 Act.

(c)   “Assignment” shall have the meaning given such term in the 1940 Act.

(d)   “By-Laws” shall mean the By-Laws of the Trust as amended from time to time, which By-Laws are expressly herein incorporated by reference as part of the “governing instrument” within the meaning of the Delaware Act.

(e)   “Certificate of Trust” means the certificate of trust filed by the initial Trustee of this Trust on March 30, 2021, in the Office of the Secretary of State of the State of Delaware in accordance with the Delaware Act, as it may be amended or restated from time to time.

(f)   “Code” means the Internal Revenue Code of 1986 (or any successor statute), as amended from time to time, and the rules and regulations thereunder, as adopted or amended from time to time.

(g)   “Commission” shall have the meaning given such term in the 1940 Act.

(h)   “Continuing Trustee” shall mean any member of the Board of Trustees who either (a) has been a member of the Board of Trustees for a period of at least thirty-six months (or since the commencement of the Trust’s operations, if less than thirty-six months) or (b) was nominated to serve as a member of the Board of Trustees by a majority of the Continuing Trustees then members of the Board of Trustees.

(i)   “Declaration” or “Declaration of Trust” mean this Agreement & Declaration of Trust, as amended, supplemented or amended and restated from time to time.


(j)   “Delaware Statutory Trust Act” or “Delaware Act” mean the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq., as amended from time to time.

(k)   “Delaware General Corporation Law” means the Delaware General Corporation Law, 8 Del. C. § 100, et seq., as amended from time to time.

(l)   “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m)  “Fundamental Policies” shall mean the investment policies and restrictions as set forth from time to time in any Prospectus or contained in any current Registration Statement on Form N-2 of the Trust filed with the Commission and designated as fundamental policies therein, as they may be amended from time to time in accordance with the requirements of the 1940 Act.

(n)   “Interested Person” shall have the meaning given it in Section 2(a)(19) of the 1940 Act.

(o)   “Investment Adviser” means a party furnishing services to the Trust pursuant to any investment advisory contract described in Article IV, Section 4.8(a) hereof.

(p)   “Majority Shareholder Vote” shall mean a vote of “a majority of the outstanding voting securities” (as such term is defined in the 1940 Act) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

(q)   “Net Asset Value” means the net asset value of each Outstanding Share, determined as provided in Article VI, Section 4.1 hereof.

(r)   “1940 Act” means the Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder, as adopted or amended from time to time.

(s)   “Outstanding Shares” means Shares shown in the books of the Trust or its transfer agent as then- outstanding.

(t)   “Person” means and includes natural persons, corporations, partnerships, limited partnerships, separate accounts, statutory trusts and foreign statutory trusts, trusts, limited liability companies, associations, joint ventures, estates, custodians, nominees and any other individual or entity, whether or not a legal entity, in its own or any representative capacity, and governments and agencies and political subdivisions thereof, in each case whether domestic or foreign.

(u)   “Principal Shareholder” means any corporation, person, entity, or group within the meaning of Rule 13d-5 under the Exchange Act, which is the beneficial owner, directly or indirectly, of more than five percent (5%) of the outstanding shares of the Trust and includes any “affiliate” or “associate,” as those terms are defined in Rule 12b-2 under the Exchange Act, of a Principal Shareholder. For purposes of determining whether a corporation, person, entity or group is a Principal Shareholder, in addition to the Shares which the corporation, person, entity, or group beneficially owns directly, any corporation, person, entity, or group shall be deemed to be the beneficial owner of any Shares of the Trust (1) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise, or (2) which are beneficially owned, directly or indirectly, including Shares deemed owned through application of clause (1) above, by any other corporation, person, entity, or group with which it or its “affiliate” or “associate” has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of Shares of the Trust, or which is its “affiliate” or “associate,” as so defined. Calculation of the outstanding shares of the Trust shall not include shares deemed owned through application of clause (1) above.

(v)   “Principal Underwriter” shall have the meaning given such term in the 1940 Act.

 

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(w)   “Prospectus” shall mean the Prospectus and Statement of Additional Information of the Trust, if any, as in effect from time to time under the Securities Act.

(x)   “Securities Act” shall mean the Securities Act of 1933, as amended.

(y)   “Shareholder” means a record owner of Outstanding Shares.

(z)   “Shares” shall mean the transferable units of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time and includes fractions of Shares as well as whole Shares. In addition, Shares also means any preferred shares or preferred units of beneficial interest which may be issued from time to time, as described herein. All references to Shares shall be deemed to be Shares of any or all series or classes as the context may require.

(aa)   “Trust” means the Delaware statutory trust established under the Delaware Act by this Declaration of Trust and the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware.

(bb)   “Trust Property” means any and all property, real or personal, tangible or intangible, which is from time to time owned or held by or for the account of the Trust.

(cc)   “Trustees” means the “Person” or “Persons” who have signed this Declaration of Trust and all other Persons who may from time to time be duly elected or appointed and have qualified to serve as Trustees in accordance with the provisions hereof, in each case so long as such Person shall continue in office in accordance with the terms of this Declaration of Trust, and reference herein to a Trustee or the Trustees shall refer to such Person or Persons in his or her or their capacity as Trustees hereunder.

ARTICLE II

Purpose of Trust

The purpose of the Trust is to conduct, operate and carry on the business of a closed-end management investment company registered under the 1940 Act. In furtherance of the foregoing, it shall be the purpose of the Trust to do everything necessary, suitable, convenient or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental or may appear conducive or expedient for the accomplishment of the business of a closed-end management investment company registered under the 1940 Act and which may be engaged in or carried on by a trust organized under the Delaware Act, and in connection therewith the Trust shall have the power and authority to engage in the foregoing and may exercise all of the powers conferred by the laws of the State of Delaware upon a Delaware statutory trust.

ARTICLE III

Shares of Beneficial Interest

Section 3.1   Beneficial Interest.

The beneficial interest in the Trust shall be divided into an unlimited number of transferable shares of beneficial interest, par value $.001 per share. All Shares issued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend in Shares or a split of Shares, shall be fully paid and nonassessable when the consideration determined by the Trustees (if any) therefor shall have been received by the Trust.

Section 3.2   Other Securities.

The Trustees may, subject to the Fundamental Policies and the requirements of the 1940 Act, authorize and issue such other securities of the Trust as they determine to be necessary, desirable or appropriate, having such terms, rights, preferences, privileges, limitations and restrictions as the Trustees see fit, including preferred interests, debt securities or other senior securities. To the extent that the Trustees authorize and issue preferred shares of any class or series, they are hereby authorized and empowered to amend or supplement this Declaration as they deem necessary or appropriate in the furtherance of, or related to, the issuance of such preferred shares, including to

 

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comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. Any such supplement or amendment shall be filed as is necessary. In addition, any such supplement or amendment may set forth the powers, preferences and special privileges of such preferred shares and any such supplement or amendment shall operate either as additions to or modifications of the powers, preferences and special privileges of any such preferred shares under this Declaration. To the extent the provisions set forth in such supplement or amendment conflict with the provisions of this Declaration with respect to any such rights, powers and privileges of the preferred shares, such amendment or supplement shall control. Except as contemplated by the immediately preceding sentence, this Declaration shall control as to the Trust generally and the powers, preferences and special privileges of the other Shareholders of the Trust. The Trustees are also authorized to take such actions and retain such persons as they see fit to offer and sell such securities.

Section 3.3   Transfer of Shares.

Except as otherwise provided by the Trustees, Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters (including compliance with any securities laws and contractual restrictions) as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.

Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

Section 3.4   Register of Shares.

A register shall be kept at the offices of the Trust or any transfer agent duly appointed by the Trustees under the direction of the Trustees which shall contain the names and addresses of the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof. Separate registers shall be established and maintained for each class or series of Shares. Each such register shall be conclusive as to who are the holders of the Shares of the applicable class or series of Shares and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to him or her as herein provided, until he or she has given his or her address to a transfer agent or such other officer or agent of the Trustees as shall keep the register for entry thereon. It is not contemplated that certificates will be issued for the Shares; however, the Trustees, in their discretion, may authorize the issuance of share certificates and promulgate appropriate fees therefore and rules and regulations as to their use.

Section 3.5   Transfer Agent and Registrar.

The Trustees shall have power to employ a transfer agent or transfer agents, and a registrar or registrars, with respect to the Shares. The transfer agent or transfer agents may keep the applicable register and record therein, the original issues and transfers, if any, of the said Shares. Any such transfer agents and/or registrars shall perform the duties usually performed by transfer agents and registrars of certificates of stock in a corporation, as modified by the Trustees.

Section 3.6   Notices.

Any and all notices to which any Shareholder hereunder may be entitled and any and all communications shall be deemed duly served or given if mailed, postage prepaid, addressed to any Shareholder of record at his or her

 

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last known address as recorded on the applicable register of the Trust or if by any other means as permitted by Delaware Law.

Section 3.7   Status of Shares.

The Shares shall be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trust, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified by the Trustees when creating the Shares, as in preferred shares).

Section 3.8   Issuance of Shares.

The Trustees, in their discretion, may from time to time without vote of the Shareholders issue Shares, including preferred shares that may have been established pursuant to Article III, Section 3.2, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times, and on such terms as the Trustees may determine, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of, liabilities) and businesses. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interest in such Shares. Issuances and redemptions of Shares may be made in whole Shares and/or 1/1,000ths of a Share or multiples thereof as the Trustees may determine.

Section 3.9   Limitation of Personal Liability.

No Shareholder shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or any series or class except by reason of their own acts or conduct. Neither the Trust nor the Trustees, nor any officer, employee, nor agent of the Trust shall have any power to bind personally any Shareholders, nor, except as specifically provided herein, to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. Shareholders shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the State of Delaware, to the extent that such limitation of liability is greater than the limitation of liability specifically provided in this Section.

Section 3.10   Derivative Actions.

(a)   No person, other than a Trustee, who is not a Shareholder shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust. No Shareholder may maintain a derivative action on behalf of the Trust unless holders of a least a majority of the outstanding Shares join in the bringing of such action. This paragraph (a) of Section 3.10 shall not apply to claims arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Investment Company of 1940, as amended (collectively, the “federal securities laws”).

(b)   In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met:

(i)   the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act); and

 

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(ii)   unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim; and the Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action. This sub-paragraph (b)(ii) of Section 3.10 shall not apply to claims arising under the federal securities laws.

Section 3.11   Direct Actions.

To the fullest extent permitted by Delaware law, the Shareholders’ right to bring direct actions against the Trust and/or its Trustees is eliminated, except for a direct action to enforce an individual Shareholder right to vote or a direct action to enforce an individual Shareholder’s rights under Sections 3805(e) or 3819 of the Delaware Statutory Trust Act. To the extent such right cannot be eliminated to this extent as a matter of Delaware law, then the conditions required for the bringing of a derivative action pursuant to Section 3.10 of this Article III and Section 3816 of the Delaware Statutory Trust Act shall be equally applicable to bringing a direct action. This Section 3.11 shall not apply to claims arising under the federal securities laws.

Section 3.12   Indemnification of Shareholders.

If any Shareholder or former Shareholder shall be held to be personally liable solely by reason of a claim or demand relating to such Person being or having been a Shareholder, and not because of such Person’s acts or omissions, the Shareholder or former Shareholder (or such Person’s heirs, executors, administrators, or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such claim or demand. The Trust may, at its option, assume the defense of any such claim made against such Shareholder. The Trust shall not be responsible for satisfying any obligation arising from such a claim that has been settled by the Shareholder without the prior written notice to, and consent of, the Trust.

Section 3.13   Reports.

The Trustees shall cause to be prepared at least annually and more frequently to the extent and in the form required by law, regulation or any exchange on which Trust Shares are listed, a report of operations containing a balance sheet and statement of income and undistributed income of the Trust prepared in conformity with generally accepted accounting principles and an opinion of an independent public accountant on such financial statements. Copies of such reports shall be mailed to all Shareholders of record within the time required by the 1940 Act, and in any event within a reasonable period preceding the meeting of Shareholders. The Trustees shall, in addition, furnish to the Shareholders at least semi-annually to the extent required by law, interim reports containing an unaudited balance sheet of the Trust as of the end of such period and an unaudited statement of income and surplus for the period from the beginning of the current fiscal year to the end of such period.

ARTICLE IV

Trustees

Section 4.1   Number and Qualification.

As of the date hereof, the number of Trustees shall be seven and shall be the signatories hereto. Thereafter, the number of Trustees shall be determined by a written instrument signed by a majority of the Trustees then in office, provided that the number of Trustees shall be no less than three or more than ten. No reduction in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of such Trustee’s term. An individual nominated as a Trustee shall not be under legal disability at the time of nomination. Trustees need not own Shares and may succeed themselves in office.

 

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Section 4.2   Term and Election.

(a)   At any time the Board of Trustees consists of at least three members, the Board of Trustees shall be divided into three classes, designated class I, class II and class III, and the Board of Trustees may from time to time alter the composition of these classes prior to the effectiveness of the initial Registration Statement relating to the Shares under the Securities Act.

(b)   The number of the Trustees in each class shall be determined by resolution of the Board of Trustees, provided that each class shall consist, as nearly as may be possible, of one-third of the total number of Trustees constituting the entire Board of Trustees.

(c)   The initial term of each class shall expire as follows: (i) for class I, on the date of the first annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act; (ii) for class II, on the date of the second annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the initial Registration Statement relating to the Shares under the Securities Act; and (iii) for class III, on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the initial Registration Statement relating to the Shares under the Securities Act.

(d)   Upon expiration of each initial term of each class specified in paragraph (c), above, the number of Trustees in such class, as determined by the Board of Trustees pursuant to paragraph (b), above, shall be elected for a term expiring on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following such expiration to succeed the Trustees whose terms of office expire. Thereafter, each Trustee shall serve three-year terms.

(e)   If the Trustees authorize and issue preferred shares of any class or series, the Trustees are hereby authorized and empowered to amend or supplement this Declaration as they deem necessary or appropriate in the furtherance of, or related to, the issuance of such preferred shares, including to modify the structure or makeup of the classes of Trustees or to create a separate class of Trustees to represent the holders of preferred shares, all without shareholder approval.

(f)   The Trustees shall be elected at an annual meeting of the Shareholders or special meeting in lieu thereof called for that purpose, except as provided in Section 4.3 of this Article IV and each Trustee elected shall hold office after the expiration of their term as set forth in paragraph (d), above, until his or her successor shall have been elected and shall have qualified. If the Trust does not hold an annual meeting of Shareholders pursuant to Article V, Section 5.1, the Trustees are hereby authorized and empowered to amend or supplement this Declaration as they deem necessary or appropriate to modify the class structure and terms of office of the Trustees, all without shareholder approval. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, retirement, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office, or removal, of a Trustee. In the case of a failure to elect a Trustee at a meeting of Shareholders, the incumbent Trustee shall hold over as Trustee until the event of the death, resignation, retirement, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office, or removal, of the Trustee or until election at a Shareholder meeting and qualification of his or her successor.

Section 4.3   Resignation and Removal.

Any of the Trustees may resign their trust (without need for prior or subsequent accounting) by an instrument in writing signed by such Trustee and delivered or mailed to the Trustees or the Chair, if any, the President or the Secretary and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any of the Trustees may be removed (provided the aggregate number of Trustees after such removal shall not be less than the minimum number required by Section 4.1 of this Article IV) for cause only, and not without cause, and only by action taken by a majority of the remaining Trustees followed by the holders of at least seventy-five percent (75%) of the Shares then entitled to vote in an election of such Trustee. Upon the resignation or removal of a Trustee, each such resigning or removed Trustee shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of such resigning or removed Trustee. Upon the incapacity or death of

 

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any Trustee, such Trustee’s legal representative shall execute and deliver on such Trustee’s behalf such documents as the remaining Trustees shall require as provided in the preceding sentence. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following the effective date of such Trustee’s resignation or removal, or any right to damages on account of a removal.

Section 4.4   Effect of Death, Resignation, etc.

The death, declination to serve, resignation, retirement, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the Board of Trustees shall occur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Article IV, Section 4.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. Any Trustees appointed to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies. Any vacancy created by an increase in the number of Trustees may be filled by the appointment of an individual having the qualifications described in this Article made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Adviser is empowered to appoint new Trustees subject to the provisions of Section 16(a) of the 1940 Act.

Section 4.5   Powers and Duties.

(a)   General. Except as required by federal law, including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any series or class or any Shareholder. Unless another standard is specified herein, in conducting the business of the Trust and in exercising their rights and powers hereunder, the Trustees shall take any actions and make any determinations in their subjective belief that such actions or determinations are in, or not opposed to, the best interests of the Trust. Unless otherwise expressly provided herein or required by federal law, including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. The Trustees may perform such acts as in their sole discretion are proper for conducting the business of the Trust. The enumeration of any specific power herein shall not be construed as limiting the aforesaid power. Such powers of the Trustees may be exercised without order of or resort to any court.

Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility, including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the management of the affairs of the Trust and may amend and repeal such By-Laws to the extent that such By-Laws do not reserve that right to the Shareholders; enlarge or reduce the number of Trustees; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees, consisting of two or more Trustees, that may exercise the powers and authority of the Board of Trustees to the extent that the Trustees so determine; employ one or more custodians of the assets of the Trust and authorize such custodians to employ sub-custodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; employ an Administrator for the Trust and authorize such Administrator to employ sub-administrators; employ an Investment Adviser to the Trust and authorize such Investment Adviser to employ sub-advisers; retain a transfer agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or

 

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through one or more Principal Underwriters or otherwise; redeem, repurchase and transfer Shares pursuant to applicable law; set record dates for the determination of Shareholders with respect to various matters; declare and pay dividends and distributions to Shareholders; and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such Investment Adviser, Administrator, sub-adviser, sub-administrator, custodian, transfer agent, or Principal Underwriter. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and/or the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Unless otherwise specified herein or in the By-Laws or required by law, any action by the Trustees shall be deemed effective if approved or taken by: (1) a majority of the Trustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware; or (2) by the written consent of a majority of the Trustees then in office, subject to any conditions, requirements, or restrictions contained in the By-Laws.

(b)   Legal Title. Legal title to all of the Trust Property shall at all times be vested in the Trust as a separate legal entity except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of any other Person as nominee, custodian or pledgee, on such terms as the Trustees may determine, provided that the interest of the Trust therein is appropriately protected. No Shareholder shall be deemed to have a severable ownership interest in any individual asset of the Trust, or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in the Trust. The Trust, or at the determination of the Trustees, one or more of the Trustees or a nominee acting for and on behalf of the Trust, shall be deemed to hold legal title and beneficial ownership of any income earned on securities of the Trust issued by any business entities formed, organized, or existing under the laws of any jurisdiction, including the laws of any foreign country.

To the extent any Trust Property is titled in the name of one or more Trustees, the right, title and interest of such Trustees in the Trust Property shall vest automatically in each person who may hereafter become a Trustee upon his or her due election and qualification. Upon the ceasing of any person to be a Trustee for any reason, such person shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

(c)   Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):

(i)   To invest and reinvest cash and other property, to hold cash or other property uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise deal in or dispose of or enter into contracts for the future acquisition or delivery of securities and other instruments and property of every nature and kind, including, without limitation, shares or interests in open-end or closed-end investment companies or other pooled investment vehicles, common and preferred stocks, warrants and rights to purchase securities, all types of bonds, debentures, stocks, negotiable or non-negotiable instruments, loans, obligations, participations, other evidences of indebtedness, certificates of deposit or indebtedness, commercial papers, repurchase agreements, bankers’ acceptances, derivative instruments, and other securities or properties of any kind, issued, created, guaranteed, or sponsored by any and all Persons, including without limitation, states, territories, and possessions of the United States and the District of Columbia and any political subdivision, agency, or instrumentality thereof, and foreign government or any political subdivision of the United States Government or any foreign government, or any international instrumentality, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or engage in “when issued” or delayed delivery transactions and in all types of financial instruments and hedging and risk management transactions; change the investments of the assets of the Trust; and to exercise any and all rights, powers, and privileges of ownership or interest in respect of any and all such investments of every kind and description, including,

 

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without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers, and privileges in respect of any of said instruments;

(ii)   To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write options (including, options on futures contracts) with respect to or otherwise deal in any property rights relating to any or all of the assets of the Trust;

(iii)    To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property and to execute and deliver proxies or powers of attorney to such Person or Persons as the Trustees shall deem proper, granting to such Person or Persons such power and discretion with relation to securities or property as the Trustees shall deem proper;

(iv)    To exercise powers and right of subscription or otherwise which in any manner arise out of ownership or securities;

(v)    To hold any security or property in any form, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or sub-custodian or a nominee or nominees or otherwise;

(vi)    To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer of any security which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security held in the Trust;

(vii)    To join with other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper;

(viii)   To litigate, compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including, but not limited to, claims for taxes;

(ix)   To enter into joint ventures, general or limited partnerships and any other combinations or associations;

(x)    To borrow funds or other property in the name of the Trust exclusively for Trust purposes and in connection therewith issue notes or other evidence of indebtedness and to mortgage and pledge the Trust Property or any part thereof to secure any or all of such indebtedness;

(xi)   To endorse or guarantee the payment of any notes or other obligations of any Person, to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof, and to mortgage and pledge the Trust Property or any part thereof to secure any of or all of such obligations;

(xii)    To purchase and pay for entirely out of Trust Property such insurance as the Trustees may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust or payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, Investment Advisers, Principal Underwriters, or independent contractors of the Trust, individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person as Trustee, officer, employee, agent, Investment Adviser, Principal Underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against liability;

 

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(xiii)  To adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans and trusts, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust;

(xiv)   To operate as and carry out the business of an investment company, and exercise all the powers necessary or appropriate to the conduct of such operations;

(xv)   To enter into contracts of any kind and description;

(xvi)   To employ as custodian of any assets of the Trust one or more banks, trust companies or companies that are members of a national securities exchange or such other entities as the Commission may permit as custodians of the Trust, subject to any conditions set forth in this Declaration of Trust or in the By-Laws;

(xvii)   To employ auditors, counsel or other agents of the Trust, subject to any conditions set forth in this Declaration of Trust or in the By-Laws;

(xviii)  To interpret the investment policies, practices, or limitations of the Trust or any class;

(xix)    To select brokers, dealers, futures commission merchants, banks or any agents or other entities, as appropriate, with which to effect transactions in securities and other instruments or investments including, but not limited to, stocks, bonds, currencies, futures, forwards, swaps and other instruments including money market instruments;

(xx)    To execute and enter into brokerage contracts, risk disclosure and other agreements reasonable, necessary or convenient in order to transact in the foregoing instruments; and

(xxi)    To engage in any other lawful act or activity in which a statutory trust organized under the Delaware Act may engage subject to the requirements of the 1940 Act.

(d)   The Trust shall not be limited to investing in obligations maturing before the possible termination of the Trust. The Trust shall not in any way be bound or limited by any present or future law or custom in regard to investment by fiduciaries. The Trust shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder. The Trust may pursue its investment program and any other powers as set forth in this Section 4.5 of Article IV either directly or indirectly through one or more subsidiary vehicles at the discretion of the Trustees or by operating in a master feeder structure.

(e)   Except as prohibited by applicable law, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any Investment Adviser, Administrator, Principal Underwriter, distributor or transfer agent for the Trust or with any Interested Person of such person. The Trust may employ any such person, or entity in which such person is an Interested Person, as broker, legal counsel, registrar, Investment Adviser, Administrator, Principal Underwriter, distributor, transfer agent, dividend disbursing agent, shareholder servicing agent, custodian or in any other capacity upon customary terms.

Section 4.6   Expenses of the Trust.

Subject to Article IV, Section 4.5, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust) to make payments directly or indirectly through contractual arrangements, or to reimburse the Trustees from the Trust Property, for their expenses and disbursements, including, but not limited to, interest charges, taxes, brokerage fees and commissions; expenses of pricing Trust portfolio securities; expenses of sale, addition and reduction of Shares; insurance premiums; applicable fees, interest charges and expenses of third parties, including the Trust’s investment advisers, managers, administrators, distributors, custodians, transfer agents,

 

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shareholder servicing agents and fund accountants; fees of pricing, interest, dividend, credit and other reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the Trust and maintaining its existence; costs of preparing and printing the prospectuses, statements of additional information and Shareholder reports of the Trust and delivering them to Shareholders; expenses of meetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, stationery and supplies; fees and expenses of the Trustees; compensation of the Trust’s officers and employees and costs of other personnel performing services for the Trust; costs of Trustee meetings; Commission registration fees and related expenses; registration fees and related expenses under state or foreign securities or other laws; and for such non-recurring items as may arise, including litigation to which the Trust (or a Trustee or officer of the Trust acting as such) is a party, and for all losses and liabilities by them incurred in administering the Trust. The Trustees shall have a lien on the assets belonging to the Trust, prior to any rights or interests of the Shareholders thereto, for the reimbursement to them of such expenses, disbursements, losses and liabilities authorized to be paid or reimbursed pursuant to this Section. This Article shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.

Section 4.7   Ownership of Assets of the Trust.

No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust or any right of partition or possession thereof, but each Shareholder shall have a proportionate undivided beneficial ownership in the Trust.

Section 4.8   Service Contracts.

(a)   Advisory, Management, and Administrative Services. Subject to such requirements and restrictions as may be set forth under federal and/or state law or regulation and in the By-Laws, including, without limitation, the requirements of Section 15 of the 1940 Act, the Trustees may, at any time and from time to time, contract for exclusive or non-exclusive advisory, management and/or administrative services for the Trust or for any series or class with any corporation, trust, association, or other Person; and any such contract may contain such other terms as the Trustees may determine, including, without limitation, authority for the Investment Adviser to supervise and direct the investment of all assets held, and to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold, or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s investments; authority for the Investment Adviser or Administrator to delegate certain or all of its duties under such contracts to qualified investment advisers and administrators, or such other activities as may specifically be delegated to such party.

(b)   Underwriters. The Trustees may retain underwriters and/or placement agents to sell Shares and other securities of the Trust. The Trustees may in their discretion from time to time enter into one or more contracts, providing for the sale of securities of the Trust, whereby the Trust may either agree to sell such securities to the other party to the contract or appoint such other party its sales agent for such securities. In either case, the contract shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article IV or the By-Laws; and such contract may also provide for the repurchase or sale of securities of the Trust by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with persons who are not registered securities dealers to further the purposes of the distribution or repurchase of the securities of the Trust. Every such contract shall comply with such requirements and restrictions as may be set forth under federal and/or state law or regulation and in the By-Laws, including, without limitation, the requirements of Section 15 of the 1940 Act, and any such contract may contain such other terms as the Trustees may determine.

(c)   Custodians. The Trustees shall at all times employ a custodian or custodians meeting the qualifications for custodians for portfolio securities of investment companies contained in the 1940 Act, as custodian with respect to the assets of the Trust. Any custodian shall have authority as agent of the Trust as determined by the custodian agreement or agreements, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws of the Trust and the 1940 Act, including without limitation authority:

(i)   to hold the securities owned by the Trust and deliver the same upon written order;

 

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(ii)    to receive any receipt for any moneys due to the Trust and deposit the same in its own banking department (if a bank) or elsewhere as the Trustees may direct;

(iii)   to disburse such funds upon orders or vouchers;

(iv)   if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and

(v)    if authorized to do so by the Trustees, to compute the net income or net asset value of the Trust;

all upon such basis of compensation as may be agreed upon between the Trustees and the custodian.

The Trustees may also authorize each custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub- custodian shall meet the qualifications for custodians contained in the 1940 Act.

(d)   Central Certificate System. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Exchange Act, or such other Person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust.

(e)   Other Entities and Services. Subject to the 1940 Act, the Trustees are further empowered, at any time and from time to time, to contract with any entity to provide such other services to the Trust, as the Trustees determine to be in the best interests of the Trust.

(f)   The fact that:

(i)   any of the Shareholders, Trustees, or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, Investment Adviser, Administrator, sub-adviser, sub-administrator, Principal Underwriter, distributor, or affiliate or agent of or for any corporation, trust, association, or other Person, or for any parent or affiliate of any organization with which an advisory, management, or administration contract, or Principal Underwriter’s or distributor’s contract, or transfer agent, shareholder servicing agent or other type of service contract may have been or may hereafter be made, or that any such Person, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust; or that

(ii)   any corporation, trust, association or other Person with which an advisory, management, or administration contract or Principal Underwriter’s or distributor’s contract, or fund accounting, custody, transfer agent or shareholder servicing agent contract may have been or may hereafter be made also has an advisory, management, or administration contract, or Principal Underwriter’s or distributor’s or other service contract with one or more other corporations, trusts, associations, or other Persons, or has other business or interests,

shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or its Shareholders, provided approval of each such contract is made pursuant to the requirements of the 1940 Act.

 

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Section 4.9   Trustees and Officers as Shareholders.

Any Trustee, officer or agent of the Trust may acquire, own and dispose of Shares to the same extent as if he or she were not a Trustee, officer or agent. The Trustees may issue and sell and cause to be issued and sold Shares to, and redeem such Shares from, any such Person or any firm or company in which such Person is interested, subject only to the general limitations contained herein or in the By-Laws relating to the sale and redemption of such Shares.

Section 4.10   Additional Provisions.

The By-Laws may include further provisions with regard to the establishment of an advisory board of the Trust, the appointment of advisory board members, and such advisory board members’ rights, responsibilities, compensation, liability, indemnification, insurance and any other related matters as the Trustees in their sole discretion may determine.

ARTICLE V

Shareholders’ Voting Powers and Meetings

Section 5.1   Meetings of Shareholders.

The Trust shall hold annual meetings of the Shareholders to the extent required by the 1940 Act, regulation or exchange on which Trust Shares are listed. A special meeting of Shareholders may be called at any time by a majority of the Trustees or the President and shall be called by any Trustee for any proper purpose upon written request of Shareholders of the Trust holding in the aggregate not less than fifty-one percent (51%) of the outstanding Shares of the Trust or class or series of Shares having voting rights on the matter, such request specifying the purpose or purposes for which such meeting is to be called. Any shareholder meeting, including a Special Meeting, shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate, and may be held at a physical location or virtually.

Section 5.2   Voting Powers, Meetings, Notice, and Record Dates.

(a)   The Shareholders shall have power to vote only with respect to:

(i)   the election or removal of Trustees as provided in Article IV hereof; and

(ii)    such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency), or as the Trustees may consider necessary or desirable.

(b)   This Declaration expressly provides that no matter for which voting, consent or other approval is required by the Statutory Trust Act in the absence of the contrary provision in the Declaration shall require any vote.

(c)   Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote.

(d)   Except as otherwise provided herein, any matter required to be submitted to Shareholders and affecting one or more classes or series of Shares shall require approval by the required vote of all the affected classes and series of Shares voting together as a single class; provided, however, that as to any matter with respect to which a separate vote of any class or series of Shares is required by the 1940 Act, such requirement as to a separate vote by that class or series of Shares shall apply in addition to a vote of all the affected classes and series voting together as a single class. Shareholders of a particular class or series of Shares shall not be entitled to vote on any matter that affects only one or more other classes or series of Shares.

(e)   There shall be no cumulative voting in the election or removal of Trustees.

 

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(f)   Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. No proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of a majority of the Trustees, proxies may be solicited in the name of one or more Trustees or one or more of the officers or employees of the Trust. No proxy shall be valid after the expiration of 11 months from the date thereof, unless otherwise provided in the proxy. Only Shareholders of record shall be entitled to vote. Each full Share shall be entitled to one vote and fractional Shares shall be entitled to a vote of such fraction. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed or authorized by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person as regards the charge or management of such Share, he or she may vote by his or her guardian or such other person appointed or having such control, and such vote may be given in person or by proxy.

(g)   Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more series or classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting and not by electronic or telecommunications device or any other manner, unless otherwise determined by the Trustees.

(h)   Until Shares of a class or series are issued, the Trustees may exercise all rights of Shareholders of that class or series and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders with respect to that class or series. Shares held in the treasury shall not confer any voting rights on the Trustees and shall not be entitled to any dividends or other distributions declared with respect to the Shares.

(i)   Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Section 5.3   Quorum and Required Vote.

(a)   Quorum. Except when a larger quorum is required by the 1940 Act, by the By-Laws or by this Declaration of Trust, thirty-three and one-third percent (33-1/3%) of the Shares entitled to vote shall constitute a quorum at a Shareholders’ meeting. When any one or more series (or classes) is to vote separately from any other Shares, thirty-three and one-third percent (33-1/3%) of the Shares of each such series (or class) entitled to vote shall constitute a quorum at a Shareholders’ meeting of that series (or class).

(b)   Required Vote - Generally. Except when a greater or lesser vote is required by any provision of this Declaration of Trust, the By-Laws, the 1940 Act, or a resolution of the Trustees, when a quorum is present at any meeting, a majority of the Shares voted shall decide any questions and a vote of the holders of at least a majority of the Shares then entitled to vote in an election of a Trustee shall elect such Trustee, provided that where any provision of law or of this Declaration of Trust requires that the holders of any series shall vote as a series (or that holders of a Class shall vote as a Class), then a majority of the Shares of that series (or Class) voted on the matter (or the holders of at least a majority of the Shares of that series or Class then entitled to vote in an election of the Trustee with respect to the election of a Trustee) shall decide that matter insofar as that series (or Class) is concerned.

(c)   Required Vote - Certain Transactions.

(i)   Except as otherwise provided in paragraph (c)(ii) of this Section and Section 8.3 of Article VIII (including all Subsections thereof), the affirmative vote or consent of majority of the entire Board of Trustees, seventy-five percent (75%) of the Continuing Trustees and at least seventy-five percent

 

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(75%) of the Shares outstanding and entitled to vote thereon shall be necessary to authorize any of the following actions:

(1) The merger, consolidation or share exchange of the Trust, any series or class of Shares of the Trust, or any subsidiary of the Trust with or into any other person or company (including, without limitation, a Shareholder, partnership, corporation, joint venture, statutory or business trust, common law trust or any other business organization) or of any such person or company with or into the Trust or any series or class of Shares.

(2) The issuance or transfer by the Trust or any series or class of Shares (in one or more series of transactions in any twelve-month period) of any securities of the Trust or such series or class to any other person or entity for cash, securities or other property (or combination thereof) having an aggregate fair market value of $1,000,000 or more, excluding (x) sales of any securities of the Trust or a series or class in connection with a public offering thereof, (y) issuance of securities of the Trust or a series or class pursuant to a dividend reinvestment plan adopted by the Trustees and (z) issuances of securities of the Trust or a series or class upon the exercise of any stock subscription rights distributed by the Trust or a series or class.

(3) The sale, lease, exchange, mortgage, pledge, transfer or other disposition by the Trust or any series or class of Shares (in one or a series of transactions in any twelve-month period) to or with any person of any assets of the Trust or such series or class having an aggregate fair market value of $1,000,000 or more, except for transactions in securities effected by the Trust or a series or class in the ordinary course of business.

(4) The dissolution, liquidation or termination of the Trust or a series or Class of Shares thereof. Upon such authorization, the Trustees shall proceed to wind up the affairs of, and liquidate, the Trust in accordance with Section 8.3(e) of Article VIII.

(5) The issuance of any securities of the Trust to any Principal Shareholder for cash, except as part of an offering in which the Principal Shareholder has no special right to participate as compared to other holders of the same Class of Shares, or investors at large.

(6) Any Shareholder proposal as to specific investment decisions made or to be made with respect to the assets of the Trust or a series or class of Shares.

(ii)   Notwithstanding anything to the contrary in paragraph (c)(i) of this Section, so long as each action is approved by both a majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees, and so long as all other conditions and requirements, if any, provided for in the Bylaws and applicable law have been satisfied, then no Shareholder vote or consent shall be necessary or required to approve any of the actions listed in paragraph (c) of this Section, except to the extent such Shareholder vote or consent is required by the 1940 Act or other federal law.

Section 5.4   Record Dates for Dividends and Distributions.

For the purpose of determining the Shareholders of any series (or class) who are entitled to receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a date, which shall be before the date for the payment of such dividend or such other payment, as the record date for determining the Shareholders of such series (or class) having the right to receive such dividend or distribution. Without fixing a record date, the Trustees may for distribution purposes close the register or transfer books for one or more series (or classes) at any time prior to the payment of a distribution. Nothing in this Section shall be construed as precluding the Trustees from setting different record dates for different series (or classes).

Section 5.5   Additional Provisions.

 

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The By-Laws may include further provisions for Shareholders, votes and meetings and related matters.

ARTICLE VI

Net Asset Value, Distributions and Redemptions

Section 6.1   Determination of Net Asset Value, Net Income, and Distributions.

Subject to applicable law and Article III, Section 3.6 hereof, the Trustees, in their absolute discretion, may prescribe and shall set forth in the By-Laws or in a duly adopted resolution of the Trustees such bases and time for determining the Net Asset Value per Share of any series or class or net income attributable to the Shares of any series or class, or the declaration and payment of dividends and distributions on the Shares of any series or class, as they may deem necessary or desirable. The Trustees shall cause the Net Asset Value of Shares of each series or class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine the Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each series or class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

Section 6.2   Redemption.

(a)   The Shares of the Trust are not redeemable by the Shareholders.

(b)   The holders of Shares or other securities of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Code, the 1940 Act or other applicable laws or regulations, or to comply with the requirements of any other taxing or regulatory authority.

(c)   If the Trustees shall, at any time and in good faith, determine that direct or indirect ownership of Shares of any series or class thereof has or may become concentrated in any Person to an extent that would disqualify the Trust as a regulated investment company under the Code, then the Trustees shall have the power (but not the obligation), by such means as they deem equitable, to:

(i)    call for the redemption by any such Person of a number, or principal amount, of Shares sufficient to maintain or bring the direct or indirect ownership of Shares into conformity with the requirements for such qualification,

(ii)   refuse to transfer or issue Shares of any series or class thereof to such Person whose acquisition of the Shares in question would result in such disqualification, or

(iii)   take such other actions as they deem necessary and appropriate to avoid such disqualification.

Any such redemption shall be effected at the redemption price and in the manner provided in this Article VI.

(d)   The Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares and the beneficial owner(s) thereof as the Trustees deem necessary to comply with the provisions of the Code, or to comply with the requirements of any governmental authority or applicable law or regulation.

ARTICLE VII

Compensation, Limitation of Liability, and Indemnification

Section 7.1   Trustee Compensation.

 

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The Trustees in such capacity shall be entitled to reasonable compensation from the Trust, and they may fix the amount of such compensation. However, the Trust will not compensate those Trustees who are otherwise compensated by the Investment Adviser, or any sub-adviser under the terms of any contract between the Trust and the Investment Adviser, or any sub-adviser, as applicable. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for such services by the Trust.

Section 7.2   Limitation of Liability.

A Trustee or officer of the Trust, when acting in such capacity, shall not be personally liable to any person other than the Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee or officer of the Trust. A Trustee or officer of the Trust shall not be liable for any act or omission or any conduct whatsoever in his or her capacity as Trustee or officer, provided that nothing contained herein or in the Delaware Act shall protect any Trustee or officer against any liability to the Trust or to Shareholders to which he or she would otherwise be subject by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee or officer hereunder. No Trustee who has been determined to be an “audit committee financial expert” (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or any successor provision thereto) by the Board of Trustees shall be subject to any greater liability or duty of care in discharging such Trustee’s duties and responsibilities by virtue of such determination than is any Trustee who has not been so designated.

Section 7.3   Indemnification.

(a)   For purposes of this Section 7.3 and Section 7.5 of this Article VII and any related provisions of the By-laws, “Agent” means any Person who is, was or becomes an employee or other agent of the Trust who is not a Covered Person; “Proceeding” means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and “liabilities” and “expenses” include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.

(b)   Subject to the exceptions and limitations contained in this Section, as well as any procedural requirements set forth in the By-Laws:

(i)   every person who is, has been, or becomes a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against any and all liabilities and expenses reasonably incurred or paid by him or her in connection with the defense of any Proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been such a Trustee or officer, and against amounts paid or incurred by him or her in the settlement thereof;

(ii)   every Person who is, has been, or becomes an Agent of the Trust may, upon due approval of the Trustees (including a majority of the Trustees who are not Interested Persons of the Trust), be indemnified by the Trust, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by such Person in connection with the defense of any Proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an Agent, and against amounts paid or incurred by him or her in the settlement thereof;

(iii)   every Person who is serving or has served at the request of the Trust as a director, officer, partner, trustee, employee, agent or fiduciary of another domestic or foreign corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (“Other Position”) and who was or is a party or is threatened to be made a party to any Proceeding by reason of alleged acts or omissions while acting within the scope of his or her service in such Other Position, may, upon due approval of the Trustees (including a majority of the Trustees who are not Interested Persons of the Trust), be indemnified by the Trust, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by him or her in connection with the defense of any Proceeding in which he or she becomes involved as a

 

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party or otherwise by virtue of his or her being or having held such Other Position, and against amounts paid or incurred by him or her in the settlement thereof;

(c)   Without limitation of the foregoing and subject to the exceptions and limitations set forth in this Section, as well as any procedural requirements set forth in the By-Laws, the Trust shall indemnify each Covered Person who was or is a party or is threatened to be made a party to any Proceedings, by reason of alleged acts or omissions within the scope of his or her service as a Covered Person, against judgments, fines, penalties, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with such proceeding to the maximum extent consistent with the Delaware Act and the 1940 Act. The rights to indemnification set forth in this Declaration shall continue as to a person who has ceased to be a Trustee or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. No amendment or restatement of this Declaration or repeal of any of its provisions shall limit or eliminate any of the benefits provided to any person who at any time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder in respect of any act or omission that occurred prior to such amendment, restatement or repeal.

(d)   No indemnification shall be provided hereunder to any Person who shall have been adjudicated by a court or body before which the proceeding was brought (i) to be liable to the Trust or its Shareholders by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person’s office (collectively, “Disabling Conduct”) or (ii) not to have acted in good faith in the reasonable belief that such Person’s action was in the best interest of the Trust.

(e)   With respect to any Proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the Proceeding was brought, no indemnification shall be provided to a Trustee, officer, Agent or other Person unless there has been a dismissal of the Proceeding by the court or other body before which it was brought for insufficiency of evidence of any Disabling Conduct with which such Trustee, officer, Agent or other Person has been charged or a determination that such Trustee, officer, Agent or other Person did not engage in Disabling Conduct:

(i)    by the court or other body before which the Proceeding was brought;

(ii)   by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the Proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry); or

(iii)   by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).

(f)   The Trust’s financial obligations arising from the indemnification provided herein or in the By- Laws (i) may be insured by policies maintained by the Trust; (ii) shall be severable; (iii) shall not be exclusive of or affect any other rights to which any Person may now or hereafter be entitled; and (iv) shall continue as to a Person who has ceased to be subject to indemnification as provided in this Section as to acts or omissions that occurred while the Person was indemnified as provided herein and shall inure to the benefit of the heirs, executors and administrators of such Person. Nothing contained in this Declaration of Trust shall affect any rights to indemnification or advancement to which any Person, including but not limited to Covered Persons, Agents, or Persons serving in an Other Position, may be entitled by contract or otherwise under law and any such right to indemnification or advancement shall be separate and apart from and shall not be subject to the standards and restrictions contained in this Declaration of Trust.

(g)   Expenses of a Person entitled to indemnification hereunder in connection with the defense of any Proceeding of the character described in paragraphs (a) and (b) above may be advanced by the Trust from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Person that such amount will be paid over by him or her to the Trust if it is ultimately determined that he or she is not entitled to indemnification under this Section 7.3; provided, however, that either (i) such Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance payments, or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily

 

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available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Person will be found entitled to indemnification under Section 7.3.

Section 7.4   Trustees Good Faith Action, Expert Advice, No Bond or Surety.

The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance (within the meaning of the 1940 Act), willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

Section 7.5   Insurance.

The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Person entitled to indemnification from the Trust in connection with any proceeding in which he or she may become involved by virtue of his or her capacity or former capacity entitling him or her to indemnification hereunder.

Section 7.6   Employee Benefit Plans.

This Article does not apply to any Proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that Person’s capacity as such, even though that Person may also be an Agent of this Trust. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by law.

ARTICLE VIII

Miscellaneous

Section 8.1   Liability of Third Persons Dealing with Trustees.

No Person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.

Section 8.2   Subsidiaries.

Without approval by Shareholders, the Trustees may cause to be organized or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations to take over all of the Trust Property or to carry on any business in which the Trust shall directly or indirectly have any interest and to sell, convey, and transfer all or a portion of the Trust Property to any such corporation, trust, limited liability company, association or organization in exchange for the shares or securities thereof, or otherwise, and to lend money to, subscribe for the shares or securities of and enter into any contracts with any such corporation, trust, limited liability company, partnership, association or organization, or any corporation, partnership, trust, limited liability company, association or organization in which the Trust holds or is about to acquire shares or any other interests.

Section 8.3   Term and Termination of the Trust.

(a)   Limited Term of Existence. Subject to Section 8.3(c) below, the Trust shall have a limited period of existence and shall dissolve at the close of business on December 15, 2033 (“Termination Date”) or, if applicable, the close of business on the Extended Termination Date (as defined below).

 

20


(b)   After the close of business on the Termination Date, or, if applicable, the Extended Termination Date (as defined below), if the Trust has not yet reorganized pursuant to Section 8.3(a) of this Article VIII, the Trustees shall proceed to wind up the affairs of, and liquidate, the Trust in accordance with Section 8.3(e) of this Article VIII.

(c)   Extension of Termination Date. Notwithstanding Section 8.3(a) of this Article VIII, prior to the first business day of the twelfth month before the Termination Date, a majority of the Trustees may approve an extension of the dissolution date of the Trust to a date after the Termination Date (the “Extended Termination Date”) (A) once for up to one year and (B) once for up to an additional six months (in the event of any such extension, the termination date shall be referred to as the “Extended Termination Date”), in each case upon the affirmative vote of a majority of the Board and without the approval of common shareholders, in each case upon determining that taking any action under Section 8.3(a) or (b) above, given prevailing market conditions, would not be in the best interests of the Trust’s shareholders.

(d)   Eligible Tender Offer. Notwithstanding any other provision in this Declaration or the By-Laws, if the Trust completes an Eligible Tender Offer (as defined below), this Section 8.3 of Article VIII may be amended by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees, without a vote of the shareholders of the Trust, to eliminate the Termination Date and cause the Trust to have a perpetual existence as a closed-end fund.

As used in this Section 8.3 of Article VIII, an “Eligible Tender Offer” is defined as a tender offer by the Trust to purchase 100% of the then outstanding Shares of the Trust at a price equal to the net asset value per Share on the expiration date of the tender offer, which expiration date shall be as of a date within twelve months preceding the Termination Date. If the payment for properly tendered shares would result in the Trust’s net assets totaling less than $200 million (the “Termination Threshold”), the Eligible Tender Offer shall be canceled, no Shares will be repurchased pursuant to the Eligible Tender Offer, and the Trust will dissolve as scheduled in accordance with clause (b) of this Section 8.3. If an Eligible Tender Offer is conducted and the payment for properly tendered Shares would result in the Trust’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 Trust pursuant to the terms of the Eligible Tender Offer. Notwithstanding any other provision in this Declaration of Trust to the contrary, the Trust may conduct an Eligible Tender Offer upon the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees, without a vote of the shareholders of the Trust.

(e)   Procedure for Winding Up and Liquidating the Trust. After dissolution, the Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust shall have been wound up as contemplated by Section 3808(e) of the Delaware Statutory Trust Act. The Trustees may, to the extent they deem appropriate, adopt a plan of liquidation at any time preceding the anticipated dissolution date, which plan of liquidation may set forth the terms and conditions for implementing the dissolution and liquidation of the Trust under this Article VIII. Shareholders of the Trust shall not be entitled to vote on the adoption of any such plan or the dissolution and liquidation of the Trust under this Article VIII except to the extent required by the 1940 Act. Following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Certificate of Trust to be filed in accordance with the Delaware Act, which Certificate of Cancellation may be signed by any one Trustee.

Section 8.4   Reserved.

Section 8.5   Amendments.

(a)   Except as specifically provided in this Section 8.5, the Trustees may, without Shareholder vote, restate, amend, or otherwise supplement this Declaration of Trust. Shareholders shall have the right to vote on:

(i)    any amendment that would affect their right to vote granted in Article V, Section 5.2 hereof;

(ii)   any amendment to this Section 8.5 of Article VIII;

 

21


(iii)   any amendment that may require their vote under the 1940 Act or by the Trust’s registration statement, as filed with the Commission; and

(iv)   any amendment submitted to them for their vote by the Trustees.

(b)   No amendment may be made to Article IV, Section 4.1 (regarding the number of Trustees), Article IV, Section 4.2 (regarding Trustees’ terms and election), Article IV, Section 4.3 (regarding Trustee resignation and removal), Article III, Section 3.9 (regarding shareholder liability), this Article VIII, Section 8.5; or Article V, Section 5.3(c) (supermajority requirements for certain transactions), of this Declaration and no amendment may be made to this Declaration which would change any rights with respect to any Shares of the Trust by reducing the amount payable thereon upon liquidation of the Trust or by diminishing or eliminating any voting rights pertaining thereto (except that this provision shall not limit the ability of the Trustees to authorize, and to cause the Trust to issue, other securities pursuant to Article III), except after the approval of at least seventy-five percent (75%) of each class of Shares outstanding and entitled to vote on the matter, unless a majority of the Trustees and seventy-five percent (75%) of the Continuing Trustees entitled to vote on the matter approve such amendment, in which case approval by a Majority Shareholder Vote shall be required. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders.

(c)   Any amendment required or permitted to be submitted to the Shareholders that, as the Trustees determine, shall affect the Shareholders of one or more series or classes shall be authorized by a vote of the Shareholders of each series or class affected and no vote of Shareholders of a series or class not affected shall be required. Notwithstanding anything else herein, no amendment hereof shall limit the rights to insurance provided by Article VII, Section 7.5 hereof with respect to any acts or omissions of Persons covered thereby prior to such amendment nor shall any such amendment limit the rights to indemnification referenced in Article VII, Section 7.3 hereof or as provided in the By-Laws with respect to any actions or omissions of Persons covered thereby prior to such amendment. The Trustees may, without Shareholder vote, restate, amend, or otherwise supplement the Certificate of Trust as they deem necessary or desirable.

Section 8.6   Filing of Copies, References, Headings.

The original or a copy of this Declaration of Trust and of each restatement and/or amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such restatements and/or amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this Declaration of Trust or of any such restatements and/or amendments. In this Declaration of Trust and in any such restatements and/or amendments, references to this Declaration of Trust, and all expressions such as “herein,” “hereof,” and “hereunder,” shall be deemed to refer to this Declaration of Trust as amended or affected by any such restatements and/or amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this Declaration of Trust. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. This Declaration of Trust may be executed in any number of counterparts each of which shall be deemed an original.

Section 8.7   Applicable Law.

(a)   This Declaration of Trust and the Trust created hereunder are to be governed by and construed and enforced in accordance with, the laws of the State of Delaware. The Trust shall be of the type commonly called a statutory trust, and without limiting the provisions hereof, the Trust specifically reserves the right to exercise any of the powers or privileges afforded to statutory trusts or actions that may be engaged in by statutory trusts under the Delaware Act, and the absence of a specific reference herein to any such power, privilege, or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

(b)   Notwithstanding the first sentence of Section 8.7(a) of this Article VIII, there shall not be applicable to the Trust, the Trustees, or this Declaration of Trust either the provisions of Section 3540 of Title 12 of

 

22


the Delaware Code or any provisions of the laws (statutory or common) of the State of Delaware (other than the Delaware Act) pertaining to trusts that relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges; (ii) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust; (iii) the necessity for obtaining a court or other governmental approval concerning the acquisition, holding, or disposition of real or personal property; (iv) fees or other sums applicable to trustees, officers, agents or employees of a trust; (v) the allocation of receipts and expenditures to income or principal; (vi) restrictions or limitations on the permissible nature, amount, or concentration of trust investments or requirements relating to the titling, storage, or other manner of holding of trust assets; or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers or liabilities or authorities and powers of trustees that are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Declaration of Trust.

Section 8.8   Provisions in Conflict with Law or Regulations.

(a)   The provisions of this Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any such provision is in conflict with the 1940 Act, the regulated investment company provisions of the Code, and the regulations thereunder, the Delaware Act or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination.

(b)   If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.

Section 8.9   Statutory Trust Only.

It is the intention of the Trustees to create a statutory trust pursuant to the Delaware Act and to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment, or any form of legal relationship other than a statutory trust pursuant to the Delaware Act. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners, or members of a joint stock association.

Section 8.10   Writings.

Notwithstanding any provision in this Declaration to the contrary, any notice, proxy, vote, consent, instrument or writing of any kind or any signature referenced in, or contemplated by, this Declaration or the By-laws may, in the sole discretion of the Trustees, be given, granted or otherwise delivered by electronic transmission (within the meaning of the Delaware Act), including via the internet, or in any other manner permitted by applicable law.

Section 8.11   Exclusive Forum Provisions.

The By-Laws may include provisions with regard to exclusive forums and any other related matters as the Trustees in their sole discretion may determine.

[The remainder of this page is intentionally left blank; signature page follows.]

 

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IN WITNESS WHEREOF, the Trustees named below, being the Trustees of the Trust, have executed this Agreement and Declaration of Trust as of the 17th day of September, 2021.

 

 /s/ Yie-Hsin Hung

    

 /s/ Richard H. Nolan, Jr.

 Yie-Hsin Hung       Richard H. Nolan, Jr.

 /s/ David H. Chow

    

 /s/ Jacques P. Perold

 David H. Chow       Jacques P. Perold

 /s/ Susan B. Kerley

    

 /s/ Richard S. Trutanic

 Susan B. Kerley       Richard S. Trutanic

 /s/ Alan R. Latshaw

    
 Alan R. Latshaw     

Exhibit (e)

BY-LAWS

of

MainStay CBRE Global Infrastructure Megatrends Income Fund

(a Delaware Statutory Trust)

Dated as of September 17, 2021

TABLE OF CONTENTS

 

ARTICLE I. Introduction

     1  

Section 1.1.

  Declaration of Trust      1  

Section 1.2.

  Definitions      1  

ARTICLE II. Offices

     1  

Section 2.1.

  Principal Office      1  

Section 2.2.

  Delaware Office      1  

Section 2.3.

  Other Offices      1  

ARTICLE III. Meetings of Shareholders

     1  

Section 3.1.

  Place of Meetings      1  

Section 3.2.

  Advance Notice of Shareholder Nominations for Trustee and Other Shareholder Proposals      1  

Section 3.3.

  Notice of Meetings of Shareholders      6  

Section 3.4.

  Manner of Giving Notice; Affidavit of Notice      6  

Section 3.5.

  Conduct of Meetings of Shareholders      7  

Section 3.6.

  Adjourned Meeting; Notice      7  

Section 3.7.

  Voting      7  

Section 3.8.

  Waiver of Notice; Consent of Absent Shareholders      7  

Section 3.9.

  Shareholder Action by Written Consent Without a Meeting      7  

Section 3.10.

  Record Date for Shareholder Notice, Voting and Giving Consents      8  

Section 3.11.

  Proxies      8  

Section 3.12.

  Inspectors of Election      9  

Section 3.13.

  Records at Shareholder Meetings      9  

ARTICLE IV. Trustees

     9  

Section 4.1.

  Powers      9  

Section 4.2.

  Qualifications of Trustees      9  

Section 4.3.

  Retirement of Trustees      9  

Section 4.4.

  Place of Meetings and Meetings by Telephone or Other Means      10  

Section 4.5.

  Regular Meetings      10  

Section 4.6.

  Special Meetings      10  

Section 4.7.

  Quorum      10  

Section 4.8.

  Waiver of Notice      10  

Section 4.9.

  Adjournment      10  

Section 4.10.

  Notice of Adjournment      10  

Section 4.11.

  Action Without a Meeting      11  

Section 4.12.

  Fees and Compensation of Trustees and Members of an Advisory Board      11  

Section 4.13.

  Delegation of Power to Other Trustees      11  

Section 4.14.

  Advisory      11  

ARTICLE V. Committees

     11  

Section 5.1.

  Committees of Trustees      11  

Section 5.2.

  Proceedings and Quorum      11  

Section 5.3.

  Compensation of Committee Members      11  

 

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ARTICLE VI. Officers

     12  

Section 6.1.

  Officers      12  

Section 6.2.

  Election of Officers      12  

Section 6.3.

  Subordinate Officers      12  

Section 6.4.

  Removal and Resignation of Officers      12  

Section 6.5.

  Vacancies in Offices      12  

Section 6.6.

  Chair      12  

Section 6.7.

  President      12  

Section 6.8.

  Vice Presidents      12  

Section 6.9.

  Secretary      13  

Section 6.10.

  Treasurer      13  

Section 6.11.

  Chief Compliance Officer      13  

ARTICLE VII. Inspection of Records and Reports

     13  

Section 7.1.

  Inspection by Shareholders      13  

Section 7.2.

  Inspection by Trustees      13  

Section 7.3.

  Financial Statements      13  

ARTICLE VIII. Share Transfers

     14  

Section 8.1.

  Transfer Agents, Registrars and the Like      14  

Section 8.2.

  Transfer of Shares      14  

Section 8.3.

  Registered Shareholders      14  

ARTICLE IX. General Matters

     14  

Section 9.1.

  Checks, Drafts, Evidence of Indebtedness      14  

Section 9.2.

  Contracts and Instruments; How Executed      14  

Section 9.3.

  Fiscal Year      14  

Section 9.4.

  Seal      14  

Section 9.5.

  Writings      14  

Section 9.6.

  Severability      14  

Section 9.7.

  Headings      15  

Section 9.8.

  Exclusive Jurisdiction      15  

ARTICLE X. Amendments

     15  

 

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BY-LAWS

OF

MainStay CBRE Global Infrastructure Megatrends Income Fund

(a Delaware Statutory Trust)

ARTICLE I.

INTRODUCTION

Section 1.1. Declaration of Trust. These By-Laws (“By-Laws”) shall be subject to the Agreement and Declaration of Trust, as in effect from time to time (“Declaration of Trust”), of the MainStay CBRE Global Infrastructure Megatrends Income Fund, a Delaware statutory trust (“Trust”). In the event of any inconsistency between the terms hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust shall control.

Section 1.2.Definitions. Capitalized terms used herein and not herein defined are used as defined in the Declaration of Trust.

ARTICLE II.

OFFICES

Section 2.1. Principal Office. The principal executive office of the Trust shall be 51 Madison Avenue, New York, New York 10010 until such time as the Trustees may change the location of the principal executive office of the Trust to any other place within or outside the State of Delaware.

Section 2.2.Delaware Office. The Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trust’s registered agent for service of process in the State of Delaware an individual who is a resident of the State of Delaware or a Delaware corporation or a corporation authorized to transact business in the State of Delaware; in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust. The Trustees may designate a successor resident agent, provided, however, that such appointment shall not become effective until written notice thereof is delivered to the Office of the Secretary of the State of Delaware.

Section 2.3. Other Offices. The Trustees may at any time establish branch or subordinate offices at any place or places within or outside the State of Delaware as the Trustees may from time to time determine.

ARTICLE III.

MEETINGS OF SHAREHOLDERS

Section 3.1. Place of Meetings. Meetings of Shareholders shall be held at any physical location or via teleconference, videoconference or other type of virtual meeting place, as designated by the Trustees. In the absence of any such designation, Shareholders’ meetings shall be held at the principal executive office of the Trust.

Section 3.2. Advance Notice of Shareholder Nominations for Trustee and Other Shareholder Proposals.

(a)   Shareholder Nominations for Trustee and Other Shareholder Proposals for Annual Meetings of Shareholders.

(1)  Nominations of individuals for election to the Board of Trustees and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders only (1) pursuant to the Trust’s notice of meeting (or any supplement thereto), (2) by or at the direction of the Board of Trustees or any committee thereof or (3) by any Shareholder of the Trust who was a Shareholder of record both at the time of giving of notice by the Shareholder as provided for in this Section 3.2(a) and at the time of the annual meeting, who is entitled to vote at the meeting in the election of any individual so nominated or on any such other business and who has complied with this Section 3.2(a).

(2)  For nominations or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (3) of subsection (a)(1) of this Section 3.2, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and such other proposed business must otherwise


be a proper matter for action by the Shareholders. To be timely, a Shareholder’s notice shall set forth all information required under Section 3.2(b) and shall be delivered to the Secretary at the principal executive office of the Trust not earlier than the 150th day or later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the date of the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than the close of business on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of a postponement or adjournment of an annual meeting commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above.

(b)   Content of Advance Notice of Shareholder Nominations for Trustee and Other Shareholder Proposals.

 

  (1)

Such Shareholder’s notice shall set forth the following information:

(i)   as to each individual whom the Shareholder proposes to nominate for election or reelection as a Trustee (each, a “Proposed Nominee”), (A) the name or names, age, date of birth, business address, residence address and nationality of such Proposed Nominee, (B) whether such Shareholder believes the Proposed Nominee is, or is not, an “interested person” of the Trust (as defined in the 1940 Act), and, if not an “interested person”, information regarding the Proposed Nominee that will be sufficient for the Board of Trustees or any committee thereof or any authorized officer of the Trust to make such determination, (C) sufficient information to enable the Nominating and Governance Committee of the Board of Trustees, or any other Committee of the Board as determined by the Trustees from time to time, to make the determination as to the Proposed Nominee’s qualifications required under Article IV, Section 4.1 of the Declaration of Trust and Article IV, Section 4.2 of these By-Laws, and (D) the Proposed Nominee’s written, signed and notarized statement confirming the Proposed Nominee’s consent to being named in the proxy statement and intention to serve as a Trustee, if elected;

(ii)   as to any business other than the nomination of an individual for election or reelection as a Trustee that the Shareholder proposes to bring before the meeting, a description of the nature of the proposed matter to be considered by Shareholders stated with reasonable particularity, including the exact text of any proposal to be presented for adoption, the reasons for conducting such business at the meeting of Shareholders, a brief written statement of the reasons why the proposal is in the best interest of the Shareholders and any material interest in such business of such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made;

(iii)   as to the Shareholder giving the notice, any Proposed Nominee and any Shareholder Associated Person (as defined in Section 3.2(d)(4) of this Article III):

(A)  the class, series and number of any Shares of the Trust that are owned (beneficially or of record) by such Shareholder, Proposed Nominee or Shareholder Associated Person, the date on which such shares were acquired and the investment intent of such acquisition and an explicit description of each Derivative Instrument (as defined in Section 3.2(d)(6) of this Article III) which such Shareholder, Proposed Nominee or Shareholder Associated Person has entered into or is a party to or beneficiary of and the number, class and series to which such Derivative Instrument relates,

(B)  the nominee holder for, and number of, any shares and the nominee holder for each Derivative Instrument owned beneficially but not of record by such Shareholder, Proposed Nominee or Shareholder Associated Person and evidence establishing such beneficial owner’s indirect ownership of, and, if applicable, entitlement to vote, such shares or Derivative Instrument,

 

2


(C)  whether and the extent to which such Shareholder, Proposed Nominee or Shareholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (1) manage risk or benefit from changes in the price of (x) shares of the Trust or (y) any combination of securities owned by the Trust that represent more than 30% by value of the Trust’s assets, as reported in the most recent schedule of investments filed by the Trust with the Commission or as the Trust otherwise makes publicly available (“Portfolio Securities”), for such Shareholder, Proposed Nominee or Shareholder Associated Person or (2) increase or decrease the voting power of such Shareholder, Proposed Nominee or Shareholder Associated Person in the Trust or any affiliate thereof (or, as applicable, in any issuer of any Portfolio Securities) disproportionately to such person’s economic interest in shares of the Trust (or, as applicable, the Portfolio Securities), and, if applicable, the number, class and series of shares (or, as applicable, Portfolio Securities) to which such transaction, agreement, arrangement or understanding relates,

(D)  any economic interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Trust), of such Shareholder, Proposed Nominee or Shareholder Associated Person, individually or in the aggregate, in the Trust, other than an interest arising from the ownership of shares where such Shareholder, Proposed Nominee or Shareholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all Shareholders;

(E)  a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among (i) the Shareholder and any Shareholder Associated Person and/or (ii) the Shareholder or any Shareholder Associated Person and any Proposed Nominee; and

(F)  a representation that the Shareholder is a holder of record of Shares of the Trust entitled to vote at such meeting on the nomination or proposal for which the Shareholder is providing notice, will remain such a Shareholder until such meeting, and intends to appear in person or by proxy at the meeting to propose such business or nomination. If the Shareholder ceases to be a holder of record of Shares of the Trust entitled to vote at such meeting on the nomination or proposal for which the Shareholder has provided notice prior to such meeting, the Shareholder’s proposal shall automatically be withdrawn from consideration at the meeting.

(iv)   as to the Shareholder giving the notice, any Shareholder Associated Person with an interest or ownership referred to in clause (iii) of this paragraph (1) of this Section 3.2(b) and any Proposed Nominee:

(A)  the name and address and telephone number of such Shareholder, as they appear on the Trust’s share ledger, and the current name, business address, residence address and telephone number of such Shareholder, if different, each such Shareholder Associated Person and any Proposed Nominee,

(B)  all other information relating to such Shareholder and any such Shareholder Associated Person that would be required to be disclosed in the solicitation of proxies for election of Trustees in an election contest (even if an election contest is not involved), all other information relating to any Proposed Nominee that would be required to be disclosed in the solicitation of proxies for election of the Proposed Nominee in an election contest (even if an election contest is not involved) and all other documents, materials or information relating to such Shareholder, each such Shareholder Associated

 

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Person and any Proposed Nominee that would otherwise be required in connection with any such solicitation, in each case, pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, and

(C)  the investment strategy or objective, if any, of such Shareholder and each such Shareholder Associated Person that is not an individual and a copy of the most recent prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such Shareholder and each such Shareholder Associated Person; and

(v)   to the extent known by the Shareholder giving the notice, the name and address of any other Shareholder supporting any Proposed Nominee or any other proposal of business on the date of such Shareholder’s notice.

(vi)   a representation whether the Shareholder or the Shareholder Associated Person, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Trust’s outstanding Shares required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies or votes from Shareholders in support of such proposal or nomination.

(2)  In addition to the information expressly required to be provided in a written notice pursuant to Sections 3.2(a) and 2(b)(1) of these By-Laws, the Shareholder shall also provide such other information as the Board of Trustees may reasonably request to assess whether the matter is a proper matter for Shareholder consideration and determine a position with respect to such proposal. Furthermore, with respect to the requirements of Section 3.2(b)(1)(i), the Board of Trustees may require any individual proposed for nomination to the Board of Trustees to furnish such other information as the Board of Trustees may reasonably require or deem necessary to determine the eligibility of such individual to serve as a Trustee. The foregoing notice requirements of this Section 3.2(b)(2) shall be deemed satisfied by a Shareholder with respect to business other than a nomination if the Shareholder has notified the Trust of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such Shareholder’s proposal has been included in a proxy statement that has been prepared by the Trust to solicit proxies for such annual meeting.

(3)  Notwithstanding anything in subsection (a) of this Section 3.2 to the contrary, in the event the Board of Trustees increases the number of Trustees to be elected at the meeting in accordance with the Declaration of Trust and/or the By-Laws, and there is no public announcement of such action at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a Shareholder’s notice required by this Section 3.2(b) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Trust not later than the close of business on the tenth day following the day on which such public announcement is first made by the Trust.

(c)  Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting. Nominations of individuals for election to the Board of Trustees may be made at a special meeting of Shareholders at which Trustees are to be elected pursuant to the Trust’s notice of meeting only (i) by or at the direction of the Board of Trustees or any committee thereof, or (ii) provided that the special meeting has been called in accordance with Section 5.1 of Article V of the Declaration of Trust for the purpose of electing Trustees, by any Shareholder of the Trust who is a Shareholder of record both at the time of giving of notice provided for in this Section 3.2 and at the time of the special meeting, who is entitled to vote at the meeting in the election of any individual so nominated and who has complied with the notice procedures set forth in this Section 3.2. In the event that the purpose of any special meeting of Shareholders shall be to elect one or more individuals to the Board of Trustees, any such Shareholder may nominate an individual or individuals (as the case may be) for election as a Trustee if the Shareholder’s notice, containing the information required by subsection (b) of this Section 3.2, shall be delivered to the Secretary at the principal executive office of the Trust not earlier than the 150th day prior to such special meeting and not later than the close of business on the later of the 120th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Trustees

 

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to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above.

(d)   General.

(1)   If information submitted pursuant to Section 3.2(b) by any Shareholder proposing a nominee for election as a Trustee or any proposal for any other business at a meeting of Shareholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with Section 3.2(b). Any such Shareholder shall notify the Trust of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the Secretary or the Board of Trustees or any committee thereof, any Shareholder proposing a nominee for election as a Trustee or any proposal for other business at a meeting of Shareholders shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Trustees or any committee thereof or any authorized officer of the Trust, to demonstrate the accuracy of any information submitted by the Shareholder pursuant to Section 3.2(b) and (B) a written update of any information submitted by the Shareholder pursuant to Section 3.2(b) as of an earlier date. If a Shareholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with Section 3.2(b).

(2)   Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act and the 1940 Act and any rules and regulations thereunder, only such individuals who are nominated in accordance with this Section 3.2 shall be eligible for election as Trustees, and only such business shall be conducted at a meeting of Shareholders as shall have been brought before the meeting in accordance with this Section 3.2. Except as otherwise provided by law, the chair of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 3.2 (including whether the Shareholder or Shareholder Associated Person, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such Shareholder’s nominee or proposal in compliance with such Shareholder’s representation as required by clause (b)(1)(vi) of this Section 3.2) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 3.2, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 3.2, unless otherwise required by law, if the Shareholder (or a qualified representative of the Shareholder) does not appear at the annual or special meeting of Shareholders of the Trust to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Trust. For purposes of this Section 3.2, to be considered a qualified representative of the Shareholder, a person must be a duly authorized officer, manager or partner of such Shareholder or must be authorized by a writing executed by such Shareholder or an electronic transmission delivered by such Shareholder to act for such Shareholder as proxy at the meeting of Shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Shareholders.

(3)   For purposes of this Section 3.2, “public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press or comparable news service or (ii) in a document publicly filed by the Trust with the Commission pursuant to the Exchange Act or the 1940 Act.

(4)   For purposes of this Section 3.2, “Shareholder Associated Person” of any Shareholder shall mean (1) any person acting in concert with such Shareholder, (2) any beneficial owner of Shares of the Trust owned of record or beneficially by such Shareholder (other than a Shareholder that is a depositary) and (3) any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Shareholder Associated Person.

 

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Notwithstanding the foregoing provisions of this Section 3.2, a Shareholder shall also comply with all applicable requirements of the Exchange Act and the 1940 Act and any rules and regulations thereunder with respect to the matters set forth in this Section 3.2; provided however, that any references in these By-Laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 3.2 (including paragraphs (a)(1)(3) and (c) hereof), and compliance with paragraphs (a)(1)(3) and (c) of this Section 3.2 shall be the exclusive means for a Shareholder to make nominations or submit other business (other than, as provided in the last sentence of (b)(2)), business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time).

(5)   Nothing in this Section 3.2 shall be deemed to affect any right of a Shareholder to request inclusion of a proposal in, nor the right of the Trust to omit a proposal from, the Trust’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Rule 14a-8 shall govern exclusively the Trust’s obligation to include a Shareholder proposal in the Trust’s proxy statement. Nothing in this Section 3.2 shall require disclosure of revocable proxies received by the Shareholder or Shareholder Associated Person pursuant to a solicitation of proxies after the filing by a Shareholder of an effective Schedule 14A under Section 14(a) of the Exchange Act.

(6)   “Derivative Instrument” shall mean any swap, short interest, option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to the price of Shares of the Trust or with a value derived in whole or in part from the value of Shares of the Trust (including any value derived in whole or in part from any decrease in the price of Shares of the Trust), whether or not such instrument or right shall be subject to settlement in Shares of the Trust or otherwise.

Section 3.3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given to each Shareholder of record entitled to vote thereat in accordance with Section 3.4 of this Article III not less than ten (10) nor more than ninety (90) calendar days before the date of the meeting or otherwise in compliance with applicable law. The notice shall specify (i) the place (or means to connect to the meeting if the meeting is to be held by teleconference, videoconference or other type of virtual meeting place), date and hour of the meeting, and (ii) the general nature of the business to be transacted. Only the business stated in the notice of the meeting shall be considered at such meeting.

Section 3.4.Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of Shareholders shall be (i) given either by hand delivery, first-class mail, by telegraphic or by other written communication or electronic transmission, charges prepaid, and (ii) addressed to the Shareholder at the address of that Shareholder appearing on the books of the Trust or its transfer agent or given by the Shareholder to the Trust for the purpose of notice. If no such address appears on the Trust’s books or is not given to the Trust, notice shall be deemed to have been given if sent to that Shareholder by first-class mail or by telegraphic or by other written communication or electronic transmission to the Trust’s principal executive office. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by electronic transmission, telegram or other means of written communication or, where notice is given by publication, on the date of publication and notice by a document publicly filed with the SEC shall be deemed given at the time the Trust files such document.

If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the Shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if such future notices or reports shall be kept available to the Shareholder, upon written demand of the Shareholder, at the principal executive office of the Trust for a period of one year from the date of the giving of the notice. Without limiting how notice otherwise may be given effectively to Shareholders, any notice to Shareholders given by the Trust shall be effective if given by a single written notice to Shareholders who share an address, except with respect to any Shareholder who has previously delivered written notice to the Trust to opt-out of such manner of notice.

 

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An affidavit of the mailing or other means of giving any notice of any meeting of Shareholders shall be filed and maintained in the minute book of the Trust.

Section 3.5.Conduct of Meetings of Shareholders. The meetings of Shareholders shall be presided over by the President, or if he or she is not present, by the Chair, or if he or she is not present, by any Vice President, unless there is a Senior Vice President, or if none of them is present, then any officer of the Trust appointed by the President to act on his or her behalf shall preside over such meetings. The Secretary, if present, shall act as a Secretary of such meetings, or if he or she is not present or is otherwise presiding over the meeting in another capacity, an Assistant Secretary, if any, shall so act. If neither the Secretary nor the Assistant Secretary is present or, if present, the Secretary is otherwise presiding over the meeting in another capacity, then any such person appointed by the Secretary to act on his or her behalf shall act as Secretary of such meetings.

Section 3.6. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by the Chair, the Trustees (or their designees) or a majority of the votes properly cast upon the question of adjourning a meeting, either in person or by proxy. Notwithstanding the above, broker non-votes will be excluded from the denominator of the calculation of the number of votes required to approve any proposal to adjourn a meeting. Notice of adjournment of a Shareholders’ meeting to another time or place (including a different teleconference, videoconference or other type of virtual meeting place) need not be given, if such time and place are announced at the meeting at which adjournment is taken and the adjourned meeting is held within a reasonable time after the date set for the original meeting. If the adjournment is for more than one hundred and twenty days (120) calendar days from the date set for the original meeting or a new record date is fixed for the adjourned meeting, notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3.3 and 3.4 of this Article III. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting.

Section 3.7. Voting. The Shareholders entitled to vote at any meeting of Shareholders shall be determined in accordance with the provisions of the Declaration of Trust, as in effect as of such time. The Shareholders’ vote may be by voice vote or by ballot, provided, however, that any election for Trustees must be by ballot if demanded by any Shareholder before the voting has begun. On any matter other than election of Trustees, any Shareholder may vote part of the Shares in favor of the proposal and refrain from voting the remaining Shares or vote them against the proposal, but if the Shareholder fails to specify the number of Shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder’s approving vote is with respect to all of the Shares that such Shareholder is entitled to vote on such proposal.

Section 3.8. Waiver of Notice; Consent of Absent Shareholders. The transaction of business and any actions taken at a meeting of Shareholders, however called and noticed and wherever or however held, shall be as valid as though taken at a meeting duly held after regular call and notice provided a quorum is present either in person or by proxy at the meeting of Shareholders and if either before or after the meeting, each Shareholder entitled to vote who was not present in person or by proxy at the meeting of the Shareholders signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders.

Attendance by a Shareholder at a meeting of Shareholders shall also constitute a waiver of notice of that meeting, except if the Shareholder objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance by a Shareholder at a meeting of Shareholders is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting of Shareholders if that objection is expressly made at the beginning of the meeting.

Section 3.9. Shareholder Action by Written Consent Without a Meeting. Except as provided in the Declaration of Trust, any action that may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action to be taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted provided, however, that the Shareholders receive any necessary Information Statement or other necessary documentation in conformity with the requirements of the Exchange Act or the rules or regulations thereunder. Any such written consent may be executed and given by facsimile or by electronic transmission. All such consents shall be filed with the Secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s

 

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proxy holders or a transferee of the Shares or a personal representative of the Shareholder or their respective proxy holders may revoke the Shareholder’s written consent by a writing received by the Secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the Secretary.

Section 3.10.  Record Date for Shareholder Notice, Voting and Giving Consents.

(a)  For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment or postponement thereof, the Trustees may fix in advance a record date which shall not be more than ninety (90) calendar days nor less than ten (10) calendar days before the date on which any such meeting originally was scheduled to occur. Unless otherwise required by law, the Declaration of Trust or these By-Laws, the Trustees are not required to fix a new record date for an adjourned meeting. Without fixing a record date for a meeting, the Trustees may for voting and notice purposes close the register or transfer books for any class or series of Shares for all or any part of the period between the earliest date on which a record date for such meeting could be set in accordance herewith and the date of such meeting. If the Trustees do not so fix a record date or close the register or transfer books of the affected Shares, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)  The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (a) when no prior action of the Trustees has been taken, shall be the day on which the first written consent is given, or (b) when prior action of the Trustees has been taken, shall be (i) such date as determined for that purpose by the Trustees, which record date shall not precede the date upon which the resolution fixing it is adopted by the Trustees and shall not be more than twenty (20) calendar days after the date of such resolution, or (ii) if no record date is fixed by the Trustees, the record date shall be the close of business on the day on which the Trustees adopt the resolution relating to that action.

(c)  Nothing in this Section shall be construed as precluding the Trustees from setting different record dates for different series or classes of Shares. Only Shareholders of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, notwithstanding any transfer of Shares on the books of the Trust after such record date.

Section 3.11. Proxies. Subject to the provisions of the Declaration of Trust, Shareholders entitled to vote for Trustees or on any other matter shall have the right to do so either in person or by proxy, provided that either (i) a written instrument authorizing such a proxy to act is executed by the Shareholder or his or her duly authorized attorney- in-fact and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period, or (ii) the Trustees adopt an electronic, telephonic, computerized or other alternative to the execution of a written instrument authorizing the proxy to act, and such authorization is received not more than eleven (11) months before the meeting. A proxy shall be deemed executed by a Shareholder if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A valid proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the Person executing it before the vote pursuant to that proxy is taken, (a) by a writing delivered to the Trust stating that the proxy is revoked, or (b) by a subsequent proxy executed by such Person, or (c) attendance at the meeting and voting by the Person executing that proxy, or (d) revocation by such Person using any electronic, telephonic, computerized or other alternative means authorized by the Trustees for authorizing the proxy to act; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted. A proxy with respect to Shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of the two or more Persons. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Unless otherwise specifically limited by their terms, proxies shall entitle the Shareholder to vote at any adjournment or postponement of a Shareholders meeting. At every meeting of Shareholders, unless the voting is conducted by inspectors, all questions concerning the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes, shall be decided by the chair of the meeting. Subject to the provisions of the Declaration of Trust or these By-Laws, all matters concerning the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were shareholders of a Delaware corporation.

 

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Section 3.12. Inspectors of Election. Before any meeting of Shareholders, the Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or any adjournments or postponements thereof. The number of inspectors shall be either one or three. If no inspectors of election are so appointed, the Chair of the meeting may appoint inspectors of election at the meeting. If any person appointed as inspector fails to appear or fails or refuses to act, the Chair of the meeting may appoint a person to fill the vacancy.

These inspectors shall:

(a)   Determine the number of Shares outstanding and the voting power of each, the Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;

(b)   Receive votes, ballots or consents;

(c)   Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)   Count and tabulate all votes or consents;

(e)   Determine when the polls shall close;

(f)   Determine the result; and

(g)   Do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.

If there are three inspectors, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request of the Chair, if any, of the meeting, or of any Shareholder or Shareholder proxy, the inspectors shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them.

Section 3.13. Records at Shareholder Meetings. At each meeting of the Shareholders, there shall be made available for inspection at a convenient time and place during normal business hours, if requested by Shareholders, the minutes of the previous Annual or Special Meeting of Shareholders of the Trust and a list of the Shareholders of the Trust, as of the record date of the meeting or the date of closing of transfer books, as the case may be. Such list of Shareholders shall contain the name and the address of each Shareholder in alphabetical order and the number of Shares owned by such Shareholder. Shareholders shall have such other rights and procedures of inspection of the books and records of the Trust as are granted to shareholders of a private corporation for profit incorporated in the State of Delaware.

ARTICLE IV.

TRUSTEES

Section 4.1. Powers. Subject to the applicable provisions of the 1940 Act, the Declaration of Trust and these By-Laws relating to action required to be approved by the Shareholders, the business and affairs of the Trust shall be managed and all powers shall be exercised by or under the direction of the Trustees.

Section 4.2. Qualifications of Trustees. The Nominating and Governance Committee of the Board (or any future Committee serving a similar function), in its sole discretion, shall determine whether an individual is eligible for nomination as a Trustee pursuant to Article IV, Section 4.1 of the Declaration of Trust, and any policies and/or procedures with regard to the consideration or qualification of potential Trustee candidates that is duly adopted by the Board. In no event shall a person be qualified to be a Trustee unless the Nominating and Governance Committee of the Board (or any future Committee serving a similar function), in consultation with counsel to the Trust, has determined that such person, if elected as a Trustee, would not cause the Trust to be in violation of, or not in compliance with, applicable law, regulation or regulatory interpretation, or the Declaration of Trust (as amended and supplemented from time to time), or any general policy adopted by the Board regarding either retirement age or the percentage of “interested persons” (as defined in the 1940 Act) and non-interested persons to comprise the Board.

Section 4.3.Retirement of Trustees. The Board may adopt a written policy regarding the retirement of its members, which policy may require Trustees to retire or tender their resignation for the consideration of the

 

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remaining Trustees or a committee thereof upon reaching a certain age. Absent such a written policy, the tenure of each Trustee shall be determined in accordance with the Declaration of Trust.

Section 4.4. Place of Meetings and Meetings by Telephone or Other Means. All meetings of the Trustees may be held at any place that has been selected from time to time by the Trustees. In the absence of such a selection, regular meetings shall be held at the principal executive office of the Trust. Subject to any applicable requirements of the 1940 Act, any meeting, regular or special, may be held by conference telephone or other communication equipment, so long as all Trustees participating in the meeting can hear one another and all such Trustees shall be deemed to be present in person at the meeting. All or any one or more Trustees may participate in an-in person meeting of the Trustees or any committee thereof by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications system shall constitute presence in person at such meeting.

Section 4.5.  Regular Meetings. Regular meetings of the Trustees shall be held without call at such time as shall from time to time be fixed by the Trustees. Such regular meetings may be held without notice. Neither the business to be transacted at, nor the purpose of, any meeting of the Trustees need be stated in a notice or waiver of notice of such meeting.

Section 4.6.Special Meetings. Special meetings of the Trustees may be held at any time or place for any purpose when called by the President, the Secretary or by written request of two (2) or more of the Trustees. Notice of the time and place of special meetings shall be communicated to each Trustee orally in person or by telephone or transmitted to him or her by first-class or overnight mail, electronic mail, telegram, telecopy or other electronic means addressed to each Trustee at that Trustee’s address as it is shown on the records of the Trust, at least one calendar day before the meeting. Notice may be provided on the day of the special meeting by telephone, electronic mail, telegram, telecopy, or other electronic means, if, under the circumstances, the party calling the meeting deems more immediate action to be necessary or appropriate. Oral notice shall be deemed to be given when given directly to the person required to be notified and all other notices shall be deemed to be given when sent. The notice need not specify the purpose of the meeting or the place of the meeting, if the meeting is to be held at the principal executive office of the Trust.

Section 4.7. Quorum. Any time there is more than one Trustee, one third (1/3) of the authorized number of Trustees, but not less than two, shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 4.8 of this Article IV. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Trustees, subject to the provisions of the Declaration of Trust. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Trustees if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 4.8.Waiver of Notice. Notice of any meeting need not be given to any Trustee who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Trust or made a part of the minutes of the meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened.

Section 4.9.Adjournment. A majority of the Trustees present, whether or not constituting a quorum, may adjourn any meeting to another time and place (including a different teleconference, videoconference or other type of virtual meeting place).

Section 4.10. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 4.7 of this Article IV to the Trustees who were present at the time of the adjournment.

 

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Section 4.11. Action Without a Meeting. Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Trustees are present in person, any action to be taken by the Trustees at a meeting may be taken without such meeting by the written consent of a majority of the Trustees then in office. Any such written consent may be executed and given by facsimile or by electronic transmission. Such written consents shall be filed with the minutes of the proceedings of the Trustees. No notice need be given of action proposed to be taken by unanimous written consent. If any action is so taken by the Trustees by the written consent of less than all of the Trustees, prompt notice of the taking of such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

Section 4.12.Fees and Compensation of Trustees and Members of an Advisory Board. Subject to the provisions of the Declaration of Trust, Trustees, members of an advisory board, and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Trustees. This Section 4.12 of Article IV shall not be construed to preclude any Trustee from serving the Trust in any other capacity as an officer, agent, employee, or otherwise and receiving compensation for those services.

Section 4.13. Delegation of Power to Other Trustees. Any Trustee may, by power of attorney, delegate his or her power for a period not exceeding one (1) month at any one time to any other Trustee. Except where applicable law may require a Trustee to be present in person, a Trustee represented by another Trustee, pursuant to such power of attorney, shall be deemed to be present for purpose of establishing a quorum and satisfying the required majority vote.

Section 4.14. Advisory. Board. The Trustees may by resolution establish an advisory board and appoint members thereto. The members of an advisory board shall in no event be fewer than one nor more than five. Members of an advisory board shall serve at the pleasure of the Trustees. The Trustees may abolish an advisory board at any time in their sole discretion. Advisory board members need not be Shareholders and shall not be Trustees. No member of an advisory board shall have any legal power or authority to act on behalf of the Trust, such advisory board being intended merely to act in an advisory capacity. In their sole discretion, the Trustees may by resolution provide for insurance coverage, indemnification, and liability protection to be afforded to advisory board members.

ARTICLE V.

COMMITTEES

Section 5.1. Committees of Trustees. The Trustees may by resolution designate one or more committees, each consisting of two (2) or more Trustees, to serve at the pleasure of the Trustees. The number composing such committees and the powers conferred upon the same shall be determined by the vote of a majority of the Trustees. The Trustees may abolish any such committee at any time in their sole discretion. Any committee to which the Trustees delegate any of their powers shall maintain records of its meetings and shall report its actions to the Trustees. The Trustees shall have the power to rescind any action of any committee, but no such rescission shall have retroactive effect. The Trustees shall have the power at any time to fill vacancies in the committees. The Trustees may delegate to these committees any of their powers, subject to the limitations of applicable law. The Trustees may designate one or more Trustees as alternate members of any committee who may replace any absent member at any meeting of the committee.

Section 5.2.Proceedings and Quorum. In the absence of an appropriate resolution of the Trustees, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable. In the event any member of any committee is absent from any meeting, the members present at the meeting, whether or not they constitute a quorum, may appoint a Trustee to act in the place of such absent member.

Section 5.3. Compensation of Committee Members. Subject to the provisions of the Declaration of Trust, each committee member may receive such compensation from the Trust for his or her services and reimbursement for his or her expenses as may be fixed from time to time by the Trustees.

 

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ARTICLE VI.

OFFICERS

Section 6.1. Officers. The officers of the Trust shall be a President, a Secretary, a Treasurer and a Chief Compliance Officer. The Trust may also have, at the discretion of the Trustees, a Chair of the Board (Chair), one or more Vice Presidents (including one or more Senior Vice Presidents), one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 6.3 of this Article VI. Any person may hold one or more offices of the Trust except that no one person may serve concurrently as both President and Secretary or both President and Vice President. A person who holds more than one office in the Trust may not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, acknowledged or verified by more than one officer. The Chair, if there be one, shall be a Trustee and may be, but need not be, a Shareholder; and any other officer may be, but need not be, a Trustee or Shareholder.

Section 6.2. Election of Officers. The officers of the Trust except such officers as may be appointed in accordance with the provisions of Section 6.3 or Section 6.5 of this Article VI, shall be chosen by the Trustees, and each shall serve at the pleasure of the Trustees, subject to the rights, if any, of an officer under any contract of employment.

Section 6.3.Subordinate Officers. The Trustees may appoint and may empower the President to appoint such other officers as the business of the Trust may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Trustees may from time to time determine.

Section 6.4.Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by a vote of a majority of the Trustees then in office and in attendance, at any regular or special meeting of the Trustees, or by the President or such other officer upon whom such power of removal may be conferred by the Trustees. In addition, any officer appointed in accordance with the provisions of Section 6.3 of this Article may be removed, with or without cause, by any officer upon whom such power of removal shall have been conferred by the Trustees.

Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.

Section 6.5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these By-Laws for regular appointment to that office. The President may make temporary appointments to a vacant office pending action by the Trustees.

Section 6.6. Chair. The Chair, if such an officer is elected, shall if present, preside at meetings of the Trustees and shall, subject to the control of the Trustees, have general supervision, direction and control of the business and the officers of the Trust and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Trustees or prescribed by the Declaration of Trust or these By-Laws.

Section 6.7.President. Subject to such supervisory powers, if any, as may be given by the Trustees to the Chair, if there be such an officer, the President shall be the chief operating officer of the Trust and shall, subject to the control of the Trustees and the Chair, have general supervision, direction and control of the business and the officers of the Trust. The President shall preside, in the absence of the Chair or if there be none, at all meetings of the Trustees. The President shall have the general powers and duties of a president of a corporation and shall have such other powers and duties as may be prescribed by the Trustees, the Declaration of Trust or these By-Laws.

Section 6.8. Vice Presidents. In the absence or disability of the President, any Vice President, unless there is a Senior Vice President, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Senior Vice President or Vice Presidents, whichever the case may be, shall have such other powers and shall perform such other duties as from time to time may be prescribed for them respectively by the Trustees or the President or the Chair or by these By-Laws.

 

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Section 6.9. Secretary. The Secretary shall keep or cause to be kept at the principal executive office of the Trust, the office of the Administrator, the office of any sub-administrator or such other place as the Trustees may direct, a book of minutes of all meetings and actions of Trustees, committees of Trustees and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Trustees’ meetings or committee meetings, the number of Shares present or represented at meetings of Shareholders and the proceedings of the meetings.

The Secretary shall keep or cause to be kept at the principal executive office of the Trust or at the office of the Trust’s transfer agent or registrar, a share register or a duplicate share register showing the names of all Shareholders and their addresses and the number and classes of Shares held by each.

The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Trustees (or committees thereof) required to be given by these By-Laws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Trustees or by these By-Laws.

Section 6.10. Treasurer. The Treasurer shall be the principal financial and accounting officer of the Trust and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings of all series or classes thereof. The books of account shall at all reasonable times be open to inspection by any Trustee.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositaries as may be designated by the Board of Trustees. The Treasurer shall disburse the funds of the Trust as may be ordered by the Trustees, shall render to the President and Trustees, whenever they request it, an account of all of his or her transactions as principal financial officer and of the financial condition of the Trust and shall have other powers and perform such other duties as may be prescribed by the Trustees or these By-Laws.

Section 6.11. Chief Compliance Officer. The Chief Compliance Officer shall be responsible for administering the Trust’s policies and procedures adopted pursuant to Rule 38a-1(a) under the 1940 Act or any successor provision thereto. The Chief Compliance Officer shall have such other powers and duties as from time to time may be conferred upon or assigned to him by the Trustees.

ARTICLE VII.

INSPECTION OF RECORDS AND REPORTS

Section 7.1.Inspection by Shareholders. The Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust or any Series shall be open to the inspection of the Shareholders; and no Shareholder shall have any right to inspect any account or book or document of the Trust except as conferred by law or otherwise by the Trustees or by resolution of the Shareholders.

Section 7.2. Inspection by Trustees. Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

Section 7.3.Financial Statements. A copy of any financial statements and any income statement of the Trust for each semi-annual period of each fiscal year and accompanying balance sheet of the Trust as of the end of each such period that has been prepared by the Trust shall be kept on file in the principal executive office of the Trust for at least twelve (12) months and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of any such statement or a copy shall be mailed to any such Shareholder. The semi-annual income statements and balance sheets referred to in this Section shall be accompanied by the report, if any, of any independent accountants engaged by the Trust or the certificate of an authorized officer of the Trust that the financial statements were prepared without audit from the books and records of the Trust.

 

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ARTICLE VIII.

SHARE TRANSFERS

Section 8.1. Transfer Agents, Registrars and the Like. As provided in Article III, Section 3.5 of the Declaration of Trust, the Trustees shall have authority to employ and compensate such transfer agents and registrars with respect to the Shares of the Trust as the Trustees shall deem necessary or desirable. In addition, the Trustees shall have power to employ and compensate such dividend disbursing agents, warrant agents and agents for the reinvestment of dividends as they shall deem necessary or desirable. Any of such agents shall have such power and authority as is delegated to any of them by the Trustees.

Section 8.2. Transfer of Shares. The Shares of the Trust shall be transferable on the books of the Trust only upon delivery to the Trustees or a transfer agent of the Trust of proper documentation as provided in Article III, Section 3.3 of the Declaration of Trust. The Trust, or its transfer agents, shall be authorized to refuse any transfer unless and until presentation of such evidence as may be reasonably required to show that the requested transfer is proper.

Section 8.3. Registered Shareholders. The Trust may deem and treat the holder of record of any Shares as the absolute owner thereof for all purposes and shall not be required to take any notice of any right or claim of right of any other person.

ARTICLE IX.

GENERAL MATTERS

Section 9.1. Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time in accordance with the resolution of the Board of Trustees.

Section 9.2.Contracts and Instruments; How Executed. The Trustees, except as otherwise provided in these By-Laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Trustees or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 9.3.Fiscal Year. The fiscal year of the Trust and each Series shall be fixed and may be refixed or changed from time to time by the Trustees.

Section 9.4.Seal. The seal of the Trust shall consist of a flat-faced dye with the name of the Trust cut or engraved thereon. However, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

Section 9.5. Writings. To the fullest extent permitted by applicable laws and regulations:

(a)   all requirements in these By-Laws that any action be taken by means of any writing, including, without limitation, any written instrument, any written consent or any written agreement, shall be deemed to be satisfied by means of any electronic record in such form that is acceptable to the Trustees; and

(b)   all requirements in these By-Laws that any writing be signed shall be deemed to be satisfied by any electronic signature in such form that is acceptable to the Trustees.

Section 9.6.Severability. The provisions of these By-Laws are severable. If the Trustees determine, with the advice of counsel, that any provision hereof conflicts with the 1940 Act, the regulated investment company or other provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of these By-Laws; provided, however, that such determination shall not affect any of the remaining provisions of these By-Laws or render invalid or improper any

 

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action taken or omitted prior to such determination. If any provision hereof shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision only in such jurisdiction and shall not affect any other provision of these By-Laws.

Section 9.7. Headings. Headings are placed in these By-Laws for convenience of reference only and in case of any conflict, the text of these By-Laws rather than the headings shall control.

Section 9.8. Exclusive Jurisdiction. Each Trustee, each officer and each Person legally or beneficially owning a Share or an interest in a Share of the Trust (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to the fullest extent permitted by law, including Section 3804(e) of the Delaware Act, (i) irrevocably agrees that except for any claims, suits, actions or proceedings arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended and the Investment Company Act of 1940, as amended (collectively, the “federal securities laws”), any claims, suits, actions or proceedings asserting a claim governed by the internal affairs (or similar) doctrine or arising out of or relating in any way to the Trust, the Delaware Act, the Declaration of Trust or these By-Laws (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions of the Declaration of Trust or these By-Laws, or (B) the duties (including fiduciary duties), obligations or liabilities of the Trust to the Shareholders or the Trustees, or of officers or the Trustees to the Trust, to the Shareholders or each other, or (C) the rights or powers of, or restrictions on, the Trust, the officers, the Trustees or the Shareholders, or (D) any provision of the Delaware Act or other laws of the State of Delaware pertaining to trusts made applicable to the Trust pursuant to Section 3809 of the Delaware Act, or (E) any other instrument, document, agreement or certificate contemplated by any provision of the Delaware Act, the Declaration of Trust or these By-Laws relating in any way to the Trust (regardless, in each case, of whether such claims, suits, actions or proceedings (x) found in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds, or (z) are derivative or direct claims)), shall be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably agrees that any claims, suits, actions or proceedings arising under the federal securities laws shall be exclusively brought in the federal district courts of the United States of America, (iii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding, (iv) irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other court to which proceedings in such courts may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper, (v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law, and (vi) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding. Notwithstanding anything to the contrary in this Section, the Trust may, at its sole discretion, select and/or consent to an alternative forum for any claims, suits, actions or proceedings relating in any way to the Trust.

ARTICLE X.

AMENDMENTS

Except as otherwise provided by the Declaration of Trust, these By-Laws may be restated, amended, supplemented or repealed solely by a majority vote of the Trustees (and not by a vote of the Shareholders).

 

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