NYLIM CBRE Global Infrastructure Megatrends Term Fund · NYSE:MEGI

NYLIM CBRE Global Infrastructure Megatrends Term Fund — NYLI CBRE Global Infrastructure Megatrends Term Fund — Proxy Contest (September 2024)

20 slides from NYLIM CBRE Global Infrastructure Megatrends Term Fund's proxy contest presentation, Sep 6, 2024

  1. Slide 1: NYLI CBRE Global Infrastructure Megatrends Term Fund ISS Presentation September 2024

    NYLI CBRE Global Infrastructure Megatrends Term Fund (MEGI) Institutional Shareholder Services Presentation September 2024

  2. Slide 2: Change of Independent Trustees is Not Warranted

    Change of Independent Trustees is Not Warranted Page | 2

  3. Slide 3: Change is Not Warranted

    Change is Not Warranted The proposed change to the Fund’s trustees is not warranted. The Board maintains confidence in its ability and the investment managers’ ability to deliver attractive total returns and income over the life of the Fund. • MEGI was launched into a challenging market environment

  4. Slide 4: Experienced Nominees

    Experienced Nominees The Board’s nominees have decades of experience in senior executive roles at leading asset managers and large public accounting firms, including Fidelity, Arthur Andersen and Ernst and Young. Attributes of Incumbent Trustees Deep Expertise Active Oversight Independent Governance

  5. Slide 5: Sound Corporate Governance

    Sound Corporate Governance The Board has established various committees through which the Independent Trustees focus on matters relating to particular aspects of the Fund’s operations, such as investments, risk oversight and compliance, Fund fees and expenses and financial reporting. Independent and

  6. Slide 6: Recent Actions to Support Shareholder Interests

    Recent Actions to Support Shareholder Interests 1. The Board has proactively taken “anti-entrenchment” actions that allow all shareholders to fully participate at shareholder meetings. • The Board removed control share provisions from the Fund’s organizational documents in 2023. • Once MEGI was made

  7. Slide 7: ISS Five Factor Approach

    ISS Five Factor Approach Page | 7

  8. Slide 8: Five Factor Framework: Distributions

    Five Factor Framework Distributions MEGI has delivered consistent and attractive distributions since its inception in October of 2021 • The Fund offers distribution rates higher than its peers, increasing the monthly distribution by 15% over the last 24 months. Peer funds have experienced a modest 0

  9. Slide 9: Five Factor Framework: Shareholder Performance

    Five Factor Framework Shareholder Performance MEGI’s unique thematic approach faced challenging market conditions shortly after its launch in October of 2021. The Fund’s short-term operating history is not reflective of its full total return potential. • Despite market headwinds, the strong underlyi

  10. Slide 10: Five Factor Framework: NAV Premium and Discount

    Five Factor Framework NAV Premium and Discount The increase of the Fund’s distribution rate, the ongoing commitment to secondary market support, and improving market conditions have all played a role in the narrowing the Fund’s discount to NAV. • The unprecedented interest rate tightening cycle that

  11. Slide 11: Settlement Agreement & Tender Offer Analysis: ClearBridge MLP & Midstream Fund (CEM)

    Settlement Agreement & Tender Offer Analysis ClearBridge MLP & Midstream Fund Inc. (CEM) Premium / Discount to NAV Saba’s activism and the subsequent tender offer did not have a sustained positive impact on the Fund’s discount to NAV • Saba Capital first disclosed their position in CEM on 6/30/2023,

  12. Slide 12: Five Factor Framework: Total Expenses

    Five Factor Framework Total Expenses The Fund’s Board and Management have taken steps to keep expenses low. • The Fund’s management fee and total net expenses are in-line with the peer group on a net basis. • The Fund’s net expenses are lower than its peers when excluding interest expenses associate

  13. Slide 13: Five Factor Framework: Corporate Governance

    Five Factor Framework Corporate Governance MEGI’s Independent Trustees serve the best interests of all shareholders through sound corporate governance and initiatives designed to enhance the long-term value. Qualified and Experienced Impactful Managed Distribution Progressive Limited-Term Structure

  14. Slide 14: Appendix

    Appendix

  15. Slide 15: Directors Responsibility

    Directors Responsibility The Responsibilities of Fund Directors are Different from Operating Company Directors. • Because a fund has no employees of its own, the Board of Directors of a mutual fund relies on the fund’s manager and other service providers to run the fund’s day to day operations. • A

  16. Slide 16: Fund Governance

    Fund Governance MEGI’s trustees oversee all of the mutual funds and closed-end funds managed by New York Life Investments. • This oversight structure is dominant in the fund industry, as the funds in the complex are served by common service providers and personnel. • The Independent Directors Counse

  17. Slide 17: Board of Trustees Biographies: Class I Trustees

    Board of Trustees Biographies Class I Trustees Independent Trustees Susan B. Kerley has served as a Trustee or Director of one or more of the registrants of the New York Life Investments Group of Funds or a predecessor since 1990, including serving as the Chair of the Board since 2017 and as the Cha

  18. Slide 18: Board of Trustees Biographies: Class II Trustees

    Board of Trustees Biographies Class II Trustees Independent Trustees Alan R. Latshaw has served as a Trustee or Director of one or more registrants in the New York Life Investments Group of Funds or a predecessor since 2007. Mr. Latshaw serves as an Audit Committee Financial Expert for the New York

  19. Slide 19: Board of Trustees Biographies: Class III Trustees

    Board of Trustees Biographies Class III Trustees Independent Trustees David H. Chow has served as a Trustee since 2016 and as an Advisory Board Member of the New York Life Investments Group of Funds from June 2015 to December 2015. Mr. Chow has served as the Chair of the Investment Committee since J

  20. Slide 20: Peer Group

    NYLI CBRE Global Infrastructure Megatrends Term Fund Peer Group Fund Name Ticker NYLI CBRE Global Infrastructure Megatrends Term Fund MEGI Aberdeen Global Infrastructure Income Fund ASGI BlackRock Utilities, Infrastructure & Power Opportunities Trust BUI Cohen & Steers Infrastructure Fund UTF Duff &

NYLI CBRE Global Infrastructure Megatrends Term Fund — Proxy Contest (September 2024) on 6ix