MainStay CBRE Global Infrastructure Megatrends Fund

Transcription

CLOSED-END FUNDSMainStay CBRE Global Infrastructure Megatrends FundMEGI*ANTICIPATED INITIAL PUBLIC OFFERING: SEPTEMBER – OCTOBER 2021A new global infrastructure closed-end fund for investors seeking access endInvestmentThemesAttractiveResilientIncomeTotal ReturnPotentialExperiencedInvestmentTeamA potential investmentopportunity thatmay last for yearsReshaping thedemand forinfrastructure assetsAccess to what webelieve are durableinflation-linked cash flowsEnhanced by activemanagement and alignment with megatrendsSubadvised by CBRE,**a market-leadingglobal real assets specialistNo upfront fees2Defined Term***Anticipated monthly distributions****Seeks high total return with emphasis on current income*It is anticipated that MainStay CBRE Global Infrastructure Megatrends Fund’s (the “Fund”) common shares will be listed on the New York Stock Exchange (“NYSE”) under thesymbol “MEGI”, subject to notice of issuance.**CBRE Investment Management Listed Real Assets (“CBRE” or “CBRE Investment Management” or the “Subadvisor”).***Refer to page 8 of this brochure and the “Limited Term and Eligible Tender Offer” section of the Fund’s preliminary prospectus for additional information on the Fund’s term.****There is no assurance the Fund will make its initial monthly distributions or continue to pay regular monthly distributions. Refer to page 8 of this brochure and the“Distributions” section of the Fund’s preliminary prospectus for additional information on the Fund’s anticipated monthly distributions.All numbered endnotes appear on page 18, after the “Important Information” section beginning on page 9.This material must be accompanied by a preliminary prospectus for the Fund.Investors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. The Fund’s preliminary prospectus, whichcontains this and other information about the Fund, should be read carefully before investing. Once the registration statement is effective, you should read theFund’s final prospectus carefully, which contains this and other information about the Fund. An investment in the Fund is not appropriate for all investors andis not intended to be a complete investment program. The Fund is designed as a long-term investment and not as a trading vehicle. The Fund’s investmentpolicy of investing in listed infrastructure involves certain risks. There can be no assurance that the Fund’s investment objectives will be met. An investment inthe Fund involves a high degree of risk and should be considered speculative. You could lose some or all of your investment.The information herein and in the preliminary prospectus is not complete and may be changed. A registration statement relating to the Fund’s commonshares has been filed with the Securities and Exchange Commission but is not effective. Securities of the Fund may not be sold until the registrationstatement is effective. This material is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction wherethe offer or sale is not permitted.To receive a copy of the Fund’s final prospectus, when available, or for more information about the Fund, please call 800-624-6782.Morgan Stanley, BofA Securities, Raymond James, and Wells Fargo Securities are acting as the lead underwriters in connection with this offering.Please refer to the risk disclosures and other important information starting on page 9 of this guide, (the “Guide”).

We believe infrastructureis entering an investmentsupercycleIncreased infrastructure spending for sustainabilityand economic prosperity is an investmentopportunity that has the potential to last for years.Global listed infrastructure companies are poisedto participate in this investment opportunity.Infrastructure Investment Forecast 100T Estimated total requiredinfrastructure investment by 2040Sources: Global Infrastructure Hub, International Renewable Energy Agency (IRENA) and CBRE Investment Management, June 2021. The estimated total requiredinfrastructure investment reflects the amount of infrastructure investment estimated to be required to meet current climate goals. Information is the opinion of CBREInvestment Management, which is subject to change and is not intended to be a forecast of future events, a guarantee of future results, or investment advice. Forecastsand any factors discussed are not a guarantee of future results and are provided for illustrative purposes only. Past performance is no guarantee of future results.2All numbered endnotes appear at the end of the “Important Information” section beginning on page 9.

Megatrends are reshaping demand for infrastructure assetsWe believe an actively managed portfolio of income-producing infrastructure securities builtaround three investment megatrends provides investors with an opportunity for attractiveincome and growth potential.DECARBONIZATIONAccelerating investment inclean energy infrastructureASSET MODERNIZATIONRequired investment supportsrecurring organic growth68% of the global economy(as a % of global GDP) hasestablished a net-zero target,up from just 16% in 2019 1.6T of annual investmentrequired per year in renewableand electrification infrastructureto meet climate goalsDIGITAL TRANSFORMATIONEnabled by digitalinfrastructureTech innovation and theproliferation of data areincreasing demand fordigital infrastructureIncreased investmentis required to enhanceexisting aginginfrastructure assetsWe estimate that recurring annualinvestment will generate organiccash flow growth of 3%-4% forlisted infrastructure companies, anattractive baseline for total returnThe amount of data created overthe next three years will be morethan the amount created over thepast 30 years combinedSources: International Renewable Energy Agency (IRENA), Global Renewables Outlook 2020, the IDC report, “Worldwide Global DataSphere Forecast, 2020–2024: The COVID-19 DataBump and the Future of Data Growth,” April 2020 and CBRE Investment Management. Information on recurring investment to be generated is the opinion of CBRE Investment Management,which is subject to change and is not intended to be a forecast of future events, a guarantee of future results, or investment advice. Forecasts and any factors discussed are not a guaranteeof future results and are provided for illustrative purposes only. Any factors noted are not indicative of future investment performance.An opportunity for income growth potentialPost-pandemic, we expect dividend growth to reboundas infrastructure investment activity accelerates.Income Driven Business Models Listed infrastructure generally generatescash flows from the ownership andoperation of essential infrastructure assets10%7% Ongoing investment to modernize ordevelop assets has typically earnedrelatively predictable rates of return9% 9%9%Global InfrastructureDividend Growth Forecast8%8%7% 7%6%5% Returns from ongoing investment providethe opportunity for attractive income growth4%3%Source: CBRE Investment Management, 12/31/20. Information is the2%opinion of CBRE Investment Management, which is subject to change andis not intended to be a forecast of future events, a guarantee of futureresults, or investment advice. Certain data represents past performance,1%which is no guarantee of future results. “f” refers to forecasts. Forecastsand any factors discussed are not a guarantee of future results and areprovided for illustrative purposes only. It is not representative of any fund’spotential dividend, return, or payout forecast, which cannot be predicted2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021f 2022f 2023fnor guaranteed.All numbered endnotes appear at the end of the “Important Information” section beginning on page 9.3

Has outperformed during periods of above-average inflationHistorical asset class performance has shown that infrastructure assets may earn stable andresilient inflation-linked cash flows that have a lower sensitivity to certain cyclical economicconditions. Global listed infrastructure has historically outperformed global equities duringperiods of above-average inflation.Global Infrastructure vs. Global EquitiesAverage annualized relative performance across inflationary regimes10%8%1%-6%Above Average & RisingAbove Average & FallingBelow Average & FallingBelow Average & Rising91% of listed infrastructure companies have an effective means to pass through the impact of inflationSources: CBRE Investment Management, U.S. CPI, UBS Global Infrastructure & Utilities linked to FTSE Global Core Infrastructure 50/50 Index, MSCI World Index, 3/31/21.Trailing 20-years based on average monthly total returns during inflation regimes, annualized. Inflation regimes calculated using the year-on-year change in the U.S. CPI,normalizing its history using a z-score, and tracking the 3-month moving average of that z-score. NOTE: A z-score gives you an idea of how far from the mean a data point is. TheInflation regime is determined by both the level and the change in the indicator, requiring two months in the same cycle in order to confirm a new regime. Information is the opinionof CBRE Investment Management, which is subject to change and is not intended to be a forecast of future events, a guarantee of future results, or investment advice. Forecastsand any factors discussed are not a guarantee of future results and are provided for illustrative purposes only. Nothing here is intended to represent any Fund yield or return.Attractive valuation relative to similar assets in the private marketOver the past five years, some investors in the listed markets have been able to gain accessto certain large-scale, income-producing assets at a discount to what a private marketinvestor may pay for a similar asset.Listed vs. Private Market Valuation Gap15.9x12.2xListed Market Multiple23%Private Market Deal MultipleSources: CBRE Investment Management and Preqin, 12/31/20. Comparison of average EV/EBIDTA multiples on 128 private infrastructure market transactions from 01/01/16 through12/31/20 vs. listed infrastructure market multiples over the same period. This is the opinion of CBRE Investment Management, which is subject to change and is not intended to be aforecast of future events, a guarantee of future results, or investment advice. Forecasts and any factors discussed are not a guarantee of future results and are provided for illustrativepurposes only. Past performance is no guarantee of future results.4All numbered endnotes appear at the end of the “Important Information” section beginning on page 9.

Attractive valuation relative to global equities and bondsWe believe valuations for infrastructure are very attractive when compared to global equitiesand bonds—further enhancing the investment potential of this asset class.Relative Earnings MultipleGlobal infrastructure vs. global equities50%Relative Yield SpreadsGlobal infrastructure vs. corporate bonds2%40%InfrastructureMultiple is AttractiveRelative to Equities30%20%1%0%-1%-2%-3%Infrastructure Yield Spread is AttractiveRelative to Fixed 00920082007202020212019-6%2018Relative Yield (Premium/Discount)Mean 1 SD-1 %13Relative EV/EBITDA (Premium/Discount)Mean 1 SD-1 SD-10%200%2010%Sources: CBRE Investment Management, iShares MSCI ACWI ETF, SPDR S&P Global Infrastructure ETF, ProShares Dow Jones Brookfield Global Infrastructure ETF, Moody’sBond Indices Corporate BAA, FTSE Developed Core Infrastructure Index, FTSE Global Infrastructure Index. Information is the opinion of CBRE Investment Management, which issubject to change and is not intended to be a forecast of future events, a guarantee of future results, or investment advice. Forecasts and any factors discussed are not aguarantee of future results of the Fund or otherwise and are provided for illustrative purposes only. It is not possible to invest directly in an index.MainStay CBRE Global Infrastructure Megatrends FundA new closed-end fund solution seeking a high level of total return with an emphasis oncurrent income. By targeting the megatrend investment themes of decarbonization, assetmodernization, and digital transformation, the Fund will be positioned to take advantage ofthe long-term investment opportunities expected to be created for the asset class.Investment PhilosophyWe believe infrastructure megatrends reshaping thedemand for essential assets supports above averageincome and growth potentialWe seek companies that own, operate, and develop coreinfrastructure assets with a focus on resilient cash flowsand sustainable income growthWe actively monitor portfolio, sector, and individualcompany risk to maintain our objective of high total returnwith current incomeAll numbered endnotes appear at the end of the “Important Information” section beginning on page 9.5

MainStay CBRE Global Infrastructure Megatrends Fund’santicipated portfolio sector, geography, and security-type weightsThematic portfolio built aroundmegatrends and infrastructureinvestment themes57% Decarbonization36% Renewable Leadership21% Electrification/Smart GridPortfolioAllocation29% Asset Modernization21% Energy Transition5% Transport Mobility3% Clean Water/Responsible WasteGlobal portfolio with exposureprimarily to developed markets14% Digital Transformation14% Digital InfrastructureGeography44%43%North AmericaEurope13%Asia-PacificSecurity Type15%Preferred andConvertible Securities Fundamental analysis of sectorand company specific risk factorsdetermines income sustainabilityand growth potential85%Common Equity Exposure to common equity,preferred equity, andconvertible securitiesPrudent use of leverage We take a non-structuralapproach to portfolio leverage toensure the flexibility to adjustexposure based on our view ofmarket conditions and riskSource: CBRE Investment Management, 7/31/21. Any factors discussed are not indicative of future investment performance. CBRE Investment Management does notcurrently manage a portfolio representative of this proposed strategy. Any factors discussed are not indicative of future investment performance and are provided forillustrative purposes only. The models do not necessarily represent the actual portfolio. The actual portfolio may differ significantly based on market conditions, availabilityof investments, and other factors. Past performance of investment strategies, sectors, vehicles, and indices are not indicative of future results. There is no guarantee thatthe investment objective will be attained. Yields fluctuate and are not necessarily indicative of present or future investment performance. There is no guarantee that riskcan be managed successfully.Why CBRE for global infrastructure?Global information advantageCBRE’s globally integrated real assets researchplatform provides in-depth private and listedmarket insightsUnconstrained core infrastructure universeInclusive of new economy infrastructure providingfor broader diversification and growth potential129 Billion 3Global Real Assets InvestmentManagement PlatformSeeking sustainable income growthRobust risk management overlays a portfolioconstruction process with an emphasis onincome sustainability6All numbered endnotes appear at the end of the “Important Information” section beginning on page 9.

Disciplined investment processWe believe infrastructure megatrends will drive transformational change and above averageincome with growth potential that may last for several years. In seeking to take advantage ofthat opportunity, we use a disciplined investment approach to provide access to the fulldiversification, income, and growth potential of the asset class.Global ListedInfrastructure UniverseMegatrends &Investment ObjectivesIn-depth Research& Analysis400 securitiesThematic alignmentFundamental analysisGlobal InfrastructureMegatrends Portfolio50-80 holdings 4 trillioninvestable marketDividend qualityRisk assessmentActively managedLiquidityCompany valuationEmphasis oncurrent incomeExperienced investment teamThe global listed infrastructure investment team draws upon the resources of ourglobal integrated infrastructure platform.Jeremy M. Anagnos, CFAJoseph Smith, CFAChief Investment OfficerListed InfrastructureCBRE Investment ManagementChief Investment OfficerListed Real AssetsCBRE Investment Management26 years of investment experience.31 years of investment experience.Hinds HowardDan Foley, CFAPortfolio ManagerCBRE Investment ManagementPortfolio ManagerCBRE Investment Management17 years of investment experience.15 years of investment experience.CBRE Research Platform and hRegulatoryFramework & RisksTorontoDemand Drivers &Investment ThemesPhiladelpiaAsset ValuationLondonSydneyTransactions &Capital FlowsTokyoAll numbered endnotes appear at the end of the “Important Information” section beginning on page 9.7

ABOUT THE OFFERINGMainStay CBRE Global Infrastructure Megatrends Fund (MEGI)Anticipated initialpublic offeringSeptember – October 2021Expected tickerMEGI4Offering priceper shareThe initial price will be 20 per share, with a 100-share ( 2,000) minimum.Sales loadNone5AnticipatedmonthlydistributionsThe initial distribution is expected to be declared approximately 45-60 days after the completion of this offering and paid approximately60 to 90 days after the completion of this offering, depending on market conditions.Defined terminvestmentPursuant to the terms of the Fund’s Agreement and Declaration of Trust, the Fund will commence the process of liquidation anddissolution at the close of business on December 15, 2033; provided that the Board of Trustees may, without shareholder approval,extend the termination date: (i) once for up to one year and (ii) once for up to an additional six months. During the twelve month periodpreceding the termination date (or the extended termination date), the Board may cause the Fund to conduct a tender offer to allcommon shareholders to purchase common shares of the Fund at a price equal to the Fund’s NAV per common share on the expirationdate of the tender offer (an “Eligible Tender Offer”). Following the completion of an Eligible Tender Offer, the Board may, withoutshareholder approval, eliminate the limited term structure of the Fund and continue as a perpetual closed-end fund. Please see the“Limited Term” section of the preliminary prospectus for additional details concerning the Fund’s limited term.6InvestmentobjectiveThe Fund’s investment objective is to seek a high level of total return with an emphasis on current income. There can be no assurancethat the Fund’s investment objectives will be achieved.InvestmentstrategyUnder normal circumstances, the Fund invests at least 80% of its assets (net assets plus borrowings for investment purposes) insecurities issued by infrastructure companies. The Fund seeks to achieve its investment objective by investing primarily in income-producing equity securities issued by infrastructure companies, including common stock, preferred stock, convertible securities and rightsor warrants to buy common stocks. The Fund will typically invest in securities issued by infrastructure companies with marketcapitalizations of at least 500 million. The Fund intends to focus on three infrastructure megatrends: (i) decarbonization, (ii) digitaltransformation and (iii) asset modernization. The Fund expects to invest primarily in equity securities of companies located in a numberof different countries, including the United States. The Fund may also invest in fixed income securities of infrastructure companies,such as“baby bonds,” which are issued in small-dollar denominations.Under normal circumstances, the Fund will invest more than 25% of the value of its total assets at the time of purchase in thesecurities of issuers conducting their business activities in the infrastructure group of industries. The Fund’s Subadvisor defines aninfrastructure company as a company that derives at least 50% of its revenues or profits from, or devotes at least 50% of its assets to,the ownership, management, development, construction, renovation, enhancement, operation, or maintenance of infrastructure assets.Examples of infrastructure assets include transportation assets (such as toll roads, bridges, railroads, airports, and seaports), utilityassets (such as electric transmission and distribution lines, gas distribution pipelines, water pipelines, and treatment facilities, andsewer facilities), energy assets (such as oil and gas pipelines, storage facilities, and other facilities used for gathering, processing, ortransporting hydrocarbon products as well as contracted renewable power assets, which are any renewable energy generation assets(e.g., wind farm, solar farm, hydro-electric plant, biomass plant) in operation that have entered into contracts for delivery of power to athird-party, and communications assets (such as communications towers, data centers, fiber networks, and satellites).Managementfee/Total annualestimatedexpenses1.00% of Managed Assets/1.92% of net assets, respectively. “Total Annual Estimated Expenses” of 1.92% are based on estimatedamounts for the Fund’s first full year of operation and includes the 1.00% management fee (which includes the 0.50% paid to thesubadvisor, CBRE). Please refer to the “Summary of Fund Expenses” section of the Fund’s preliminary prospectus for information onfees, charges, and expenses associated with investing in the Fund. “Managed assets” means the total assets of the Fund, includingassets attributable to any form of leverage, minus liabilities (other than debt representing leverage and the aggregate liquidationpreference of any preferred shares that may be outstanding).AnticipatedleverageBased on current market conditions, it is anticipated that the Fund’s overall Effective Leverage7 will be approximately 30% of theManaged Assets.The Fund’s share price will fluctuate with market conditions and other factors. If an investor decides to sell his or her shares, the market price may beabove or below net asset value ("NAV") and may be worth more or less than the original investment. The common shares are designed primarily forlong-term investors and should not be viewed as trading vehicles. See “Market Discount from Net Asset Value Risk” in the “Risk Factors” section of thisbrochure and/or in the Fund’s preliminary prospectus for additional risk information.Net capital gains and excess income, if any, will be distributed to common shareholders at least annually. The Fund has an ‘opt-out’ dividend reinvestmentplan, so all or a portion of an investor’s distributions can be reinvested in the Fund’s Common Shares. There is no assurance the Fund will make its initialmonthly distribution or continue to pay regular monthly distributions or that it will do so at a particular rate. The distribution rate that the Fund pays on itscommon shares may vary as portfolio and market conditions change and will depend on several factors. Any distributions in excess of the Fund’s currentand accumulated earnings and profits will be treated first, as a tax-deferred return of capital, which is applied against and will reduce the adjusted taxbasis of shares and, after such adjusted basis is reduced to zero, will generally constitute capital gains. A return of capital distribution may lower ashareholder’s basis in the Fund, causing a potential future tax consequence in connection with the sale of Fund shares, even if such shares are sold at aloss to the shareholder’s initial investment. You should not draw any conclusions about the Fund’s investment performance from the amount of itsdistribution to shareholders.All numbered endnotes appear at the end of the “Important Information” section beginning on page 9.8

IMPORTANT INFORMATIONRisk FactorsInvestors should carefully consider the Fund’s investment objectives, risks, charges, and expenses before investing. The Fund’s preliminary prospectus,which contains this and other information about the Fund, should be read carefully before investing. Enclosed is a preliminary prospectus containinginformation regarding the Fund, including its investment objectives, strategies, risks, charges, and expenses, and other information. Once the registrationstatement is effective, you should read the Fund’s final prospectus carefully, which contains this and other information about the Fund. To receive a copyof the Fund’s final prospectus, when available, or for more information about the Fund, please call 800-624-6782. An investment in the Fund is notappropriate for all investors and is not intended to be a complete investment program. The Fund is designed as a long-term investment and not as atrading vehicle. The Fund’s investment policy of investing in listed infrastructure involves certain risks. There can be no assurance that the Fund’sinvestment objectives will be met. An investment in the Fund involves a high degree of risk and should be considered speculative. You could lose some orall of your investment.The Fund’s shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution,and are not insured by the FDIC, the Federal Reserve Board, or any other government agency. Certain risks associated with investing in the Fund aresummarized below. The summary is not complete, and an investor should carefully review more detailed risk disclosure in the “Risk Factors” section ofthe Fund’s preliminary prospectus for additional risk information.Risk is inherent in all investing. The following discussion summarizes the principal risks that you should consider before deciding whether to invest inthe Fund. For more detailed information concerning the risks associated with investing in the Fund, see the “Risks” section of the preliminary prospectus.No Operating History. The Fund is a recently organized, non-diversified, closed-end management investment company with no operating history. It isdesigned for long-term investing and not as a vehicle for trading. Shares of closed-end investment companies frequently trade at a discount from theirNAV. This risk may be greater for investors expecting to sell their shares in a relatively short period of time after completion of the public offering.Limited Term Risk. Unless action is otherwise taken by the Board in accordance with the Declaration of Trust, the Fund will commence the process ofliquidation and dissolution at the close of business on the Termination Date. The Fund will not seek to return an initial investment in common shares by aninvestor on the Termination Date. Instead, the Fund will distribute an amount equal to the Fund’s NAV at that time, which may be greater or less than aninvestor’s initial investment. The Fund’s limited term may cause it to sell securities when it otherwise would not, which could cause the Fund’s returns todecrease and the market price of the common shares to fall. Rather than reinvesting the proceeds of its matured, called or sold securities, the Fund maydistribute the proceeds in one or more liquidating distributions prior to the final termination, which may cause the Fund’s fixed expenses to increase whenexpressed as a percentage of assets under management. Alternatively, the Fund may invest the proceeds in lower yielding securities or hold the proceedsin cash or cash equivalents, which may adversely affect the performance of the Fund.Infrastructure Industry Concentration Risk. Because the Fund concentrates (i.e., invests more than 25% of its assets) its investments in the infrastructure group of industries, the Fund may be subject to greater risks and market fluctuations than a fund whose portfolio has exposure to a broaderrange of industries. Accordingly, the Fund may be susceptible to financial, economic, political, or market events, as well as government regulation, impacting the industries in which it invests. The Fund is subject to the risk that: (1) its performance will be closely tied to the performance of those particularindustries; (2) its performance will be adversely impacted when such industries experience a downturn; and (3) it will perform poorly during a slump indemand for securities of companies in such industries. Securities of issuers in certain industries are at times volatile, and there may be sharp fluctuationsin prices, even during periods of rising prices. To the extent that the Subadvisor’s expectations regarding developments in industries in which the Fundinvests are not realized, the Fund may underperform securities markets generally and more broadly diversified funds.The Fund is particularly exposed to adverse economic, regulatory, political, legal, geographical, and other changes affecting the issuers of infrastructurerelated securities. Infrastructure-related companies are subject to a variety of factors that may adversely affect their business or operations, including highinterest costs in connection with capital construction programs, difficulties in obtaining financing for construction programs, costs associated withenvironmental and other regulations, the effects of economic slowdown and surplus capacity, increased competition from other providers of services,uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies, changes in market sentiment, and otherfactors. Additionally, infrastructure-related companies may be subject to regulation by various governmental authorities and may also be affected bygovernmental regulation of rates charged to customers, service interruption, and/or legal challenges due to environmental, operational, or other mishapsand the imposition of special tariffs and changes in tax laws, regulatory policies, and accounting standards. There is also the risk that corruption maynegatively affect

The Fund is designed as a long-term investment and not as a trading vehicle. The Fund's investment policy of investing in listed infrastructure involves certain risks. There can be no assurance that the Fund's investment objectives will be met. An investment in the Fund involves a high degree of risk and should be considered speculative.