DEF: NYLI MacKay Fund Schedules 2025 Annual Shareholder Meeting to Elect Class I Trustees

NYLI MacKay DefinedTerm Municipal Opportunities Fund announces its Annual Meeting of Shareholders on October 1, 2025, primarily to elect two Class I Trustees for three-year terms.

Summary

• The Annual Meeting of Shareholders for NYLI MacKay DefinedTerm Muni Opportunities Fund will be held on October 1, 2025, at 9:00 a.m. Eastern time, at the offices of New York Life Investment Management LLC in New York City.
• The primary purpose of the meeting is to elect two Trustees, Susan B. Kerley and Jacques P. Perold, to serve as Class I Trustees for three-year terms expiring in 2028.
• The Board of Trustees unanimously recommends that shareholders vote FOR the Class I Trustee nominees.
• The record date for determining shareholders entitled to notice of, and to vote at, the Meeting is July 7, 2025.
• A quorum for the meeting requires the presence, in person or by proxy, of holders of thirty-three and one-third percent (33 1/3%) of the Fund's outstanding shares entitled to vote.
• The election of a Trustee requires the affirmative vote of at least a majority of the shares then entitled to vote, provided a quorum is present.
• As of July 7, 2025, the Fund had 18,779,452.602 common shares outstanding.
• Significant shareholders (owning 5% or more of outstanding shares) include Merrill Lynch (17.35%), Morgan Stanley Smith Barney LLC (15.08%), Raymond James & Associates, Inc. (10.66%), Wells Fargo Clearing Services LLC (9.71%), The Bank of New York Mellon (9.32%), Charles Schwab & Co. Inc. (8.28%), and National Financial Services LLC (6.97%).
• The estimated total cost for proxy solicitation, including assistance from Computershare Fund Services, is between $19,000 and $23,000, plus reasonable out-of-pocket expenses, which will be borne by the Fund.

Sentiment

Score: 6

Explanation: The document is a standard proxy statement for an annual meeting, detailing routine governance matters and trustee elections. It presents a stable and well-structured corporate governance framework, with no significant positive or negative financial news, leading to a neutral-to-slightly-positive sentiment due to good governance practices.

Positives

• The Board of Trustees recommends the re-election of experienced Class I Trustees, Susan B. Kerley and Jacques P. Perold, for three-year terms, highlighting their qualifications and belief that their election is in the Fund's best interests.
• The Fund maintains a robust corporate governance structure with six out of seven Trustees identified as Independent Trustees, ensuring strong independent oversight.
• The Board operates through five specialized committees: Audit, Contracts, Investment, Nominating and Governance, and Operations Oversight, which allows for focused attention on key areas of the Fund's operations.
• A comprehensive risk oversight function is in place, involving the Board, its committees, the Chief Compliance Officer (CCO), and a Liquidity Program Administrator, to manage various risks including investment, operational, and liquidity risks.
• The Audit Committee is composed of independent, financially literate members, including Audit Committee Financial Experts, ensuring high standards for financial reporting and internal controls.
• The Nominating and Governance Committee has adopted formal policies for considering Trustee candidates, including those recommended by shareholders, and emphasizes diversity in Board composition.

Negatives

• Susan B. Kerley, a Class I Trustee nominee, is required to tender her resignation by December 31, 2026, due to the Board Service Policy, which mandates resignation by the end of the calendar year an Independent Trustee reaches age 75 or serves for 15 years. This indicates a planned future departure of an experienced trustee.
• As of May 31, 2025, the Trustees and Officers of the Fund as a group owned less than 1% of the beneficial interests of the Fund, which some investors might view as a lack of direct alignment with shareholder interests.

Risks

• Liquidity Risk: The risk that the Fund could not meet requests to redeem shares issued by the Trust without significant dilution of remaining investors' interests in the Trust, although the Fund has a Liquidity Program designed to manage this.
• Investment/Portfolio Risks: Includes performance, compliance, counterparty, credit, liquidity, and valuation risks inherent in the Fund's investment activities.
• Operational/Enterprise Risks: Encompasses financial, reputational, compliance, litigation, personnel, and business continuity risks.
• General Business Risks: Acknowledgment that it is not possible to identify all risks that may affect the Fund or to develop processes and controls to mitigate or eliminate all risks and their possible effects, and that certain risks (such as investment risks) must be borne to achieve the Fund's investment objectives.
• Auditor Independence Risk: If PricewaterhouseCoopers LLC's objectivity and impartiality are impaired with respect to the planning for and execution of the Fund's audit, the Fund may no longer be able to utilize them as auditors and would need to obtain services from a different independent registered public accounting firm.

Future Outlook

The document primarily focuses on the upcoming annual meeting and the re-election of Class I Trustees, along with detailed information on the Fund's corporate governance structure and risk oversight. It does not provide forward-looking financial guidance, strategic outlook, or performance estimates for the Fund's operations beyond these governance matters.

Management Comments

• "I am writing to inform you of the upcoming Annual Meeting of Shareholders... Your vote is very important to us regardless of the number of shares of the Fund you own." Kirk C. Lehneis, President.
• "The Board of Trustees... has reviewed the qualifications and backgrounds of the Class I Trustee nominees and believes that they are experienced in overseeing an investment company, are familiar with the Fund and its manager and subadvisor and that their election is in the Funds best interests. Therefore, the Board recommends that you vote FOR the Class I Trustee nominees."
• "We appreciate your participation and prompt response in this matter and thank you for your continued support." Kirk C. Lehneis, President.
• "Your vote is very important to us. Whether or not you plan to attend the Meeting, please vote using the enclosed proxy. If you have any questions before you vote, please call toll-free (888) 826-0516." J. Kevin Gao, Chief Legal Officer and Secretary.

Industry Context

This filing is a standard proxy statement for a closed-end management investment company, specifically a municipal opportunities fund. The detailed corporate governance structure, including a majority of independent trustees, various specialized committees (Audit, Contracts, Investment, Nominating and Governance, Operations Oversight), and a formal risk oversight function, aligns with best practices for regulated investment funds in the U.S. The emphasis on independent oversight and financial expertise on the Audit Committee is a common and expected standard for SEC-regulated entities. The fund's operation within a larger 'Fund Complex' under New York Life Investments, where trustees oversee multiple funds, is a typical structure for large asset management firms, allowing for shared governance resources and expertise across a family of funds.

Comparison to Industry Standards

• The Board structure, with six out of seven trustees being independent, exceeds the minimum independence requirements often seen in corporate governance, aligning with strong governance benchmarks for investment companies.
• The presence of Audit Committee Financial Experts (Ms. Kerley, Mr. Latshaw, Ms. Hammond) is a key standard for financial reporting integrity, meeting or exceeding typical requirements for publicly traded funds.
• The detailed committee charters (Audit, Nominating and Governance) and their specified responsibilities reflect a robust governance framework comparable to leading practices in the investment management industry.
• The Board Service Policy, which requires independent trustees to tender their resignation at age 75 or after 15 years of service, is a proactive measure for board refreshment, a growing trend in corporate governance, though specific age/term limits vary across companies.
• The low beneficial ownership by officers and trustees as a group (less than 1%) is not uncommon for large fund complexes where management compensation is primarily salary and complex-wide fees rather than direct fund share ownership, but some investors might prefer higher alignment.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacted by the trustee election, as they are asked to vote on the re-election of Class I Trustees. The corporate governance structure and associated costs of the proxy solicitation also affect shareholder interests.
• Management and Employees: The document details the roles and responsibilities of the Fund's officers, the Investment Manager (New York Life Investment Management LLC), and the Subadvisor (MacKay Shields LLC) in the day-to-day operations and risk management of the Fund.
• Auditors: PricewaterhouseCoopers LLC's role as the independent registered public accounting firm is confirmed, and their audit and non-audit fees are disclosed, indicating their ongoing engagement and financial relationship with the Fund and its affiliates.

Next Steps

• Shareholders are encouraged to vote on the election of two Class I Trustees by the time of the Annual Meeting on October 1, 2025.
• The Annual Meeting of Shareholders will be held on October 1, 2025, at 9:00 a.m. Eastern time.
• Susan B. Kerley is required to tender her resignation by December 31, 2026, due to the Board Service Policy.
• Shareholder proposals for the Fund's annual meeting in 2026 must be received by March 23, 2026.

Key Dates

Keywords

SEC filing, proxy statement, closed-end fund, municipal bonds, investment company, corporate governance, board of trustees, shareholder meeting, trustee election, risk management, audit committee, nominating committee, liquidity risk, NYLI MacKay, New York Life Investment Management