NYLI Funds Seek Shareholder Vote to Elect Four Trustees, Bolster Board

New York Life Investments Funds DEF 14A Filing Summary
FieldDetail
CompanyNew York Life Investments Funds
Form TypeDEF 14A
Filed DateOct 17, 2025
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Board Election, Fund Governance, Investment Company Act of 1940, Shareholder Meeting, New York Life Investments

TL;DR

**Vote FOR the Trustee elections; it's a necessary governance move to keep the funds compliant and well-managed.**

AI Summary

New York Life Investments Funds is holding a Special Meeting of Shareholders on December 8, 2025, at 9:00 a.m. Eastern time, at its New York City offices. The primary purpose of this meeting is to elect four Trustees to the Board of Trustees, a move designed to ensure compliance with the Investment Company Act of 1940, which requires at least two-thirds of Trustees to be shareholder-elected before the Board can fill vacancies by appointment. Two of the four nominees, Naïm Abou-Jaoudé and Karen Hammond, currently serve as Trustees but were appointed by the Board, not elected by shareholders. The Board has also nominated two new Independent Trustees, Stephanie Lynch and Adeel Jivraj, to enhance oversight, citing the size and complexity of the 11 Funds. The Board of Trustees unanimously recommends a vote FOR the Proposal to elect these four Trustees. Shareholders of record as of September 26, 2025, are eligible to vote, with options including mail, telephone, Internet, or in-person attendance.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines a significant governance change at New York Life Investments Funds, impacting the oversight of its 11 distinct series. The election of four Trustees, including two new independent members, aims to strengthen the Board's ability to manage the complex fund structure and comply with regulatory requirements under the 1940 Act. For investors, a robust and compliant board is essential for sound fund management and long-term performance. This move also signals a proactive approach to governance, potentially enhancing investor confidence in a competitive asset management landscape where transparency and strong oversight are key differentiators.

Risk Assessment

Risk Level: low — The risk level is low because the proposal is a routine governance matter to elect Trustees, ensuring compliance with the Investment Company Act of 1940's two-thirds shareholder-elected Trustee requirement. The Board explicitly states it knows of no other matters to be brought before the Special Meeting on December 8, 2025, minimizing unexpected risks.

Analyst Insight

Investors should promptly cast their vote FOR the election of the four Trustees as recommended by the Board. This action supports good governance and regulatory compliance for the 11 New York Life Investments Funds, which is beneficial for long-term fund stability.

Key Numbers

  • 11 — Number of separate series (Funds) (The Trust currently offers 11 separate series of Funds.)
  • December 8, 2025 — Date of Special Meeting of Shareholders (The Special Meeting will be held on December 8, 2025, at 9:00 a.m. Eastern time.)
  • 4 — Number of Trustees to be elected (Shareholders are being asked to elect four Trustees to the Board of Trustees.)
  • September 26, 2025 — Record Date for shareholder voting eligibility (Only shareholders who owned shares on the Record Date of September 26, 2025, are entitled to vote.)
  • 86 — Number of portfolios overseen by Naïm Abou-Jaoudé (Naïm Abou-Jaoudé oversees 86 portfolios in the Fund Complex.)
  • 86 — Number of portfolios overseen by Karen Hammond (Karen Hammond oversees 86 portfolios in the Fund Complex.)
  • 888-431-9147 — Toll-free number for voting questions (Shareholders can call 888-431-9147 for questions regarding their vote.)
  • 9:00 a.m. — Start time of the Special Meeting (The Special Meeting will begin at 9:00 a.m., Eastern time.)
  • 51 Madison Avenue, New York, New York 10010 — Location of the Special Meeting (The Special Meeting will be held at the offices of New York Life Investment Management LLC.)
  • October 17, 2025 — Date of the Proxy Statement (The Proxy Statement is dated October 17, 2025.)

Key Players & Entities

  • NEW YORK LIFE INVESTMENTS FUNDS (company) — Registrant and issuer of 11 separate series of funds
  • Kirk C. Lehneis (person) — President of New York Life Investments Funds
  • J. Kevin Gao (person) — Secretary and Chief Legal Officer of New York Life Investments Funds
  • Naïm Abou-Jaoudé (person) — Interested Trustee Nominee and CEO of New York Life Investment Management LLC
  • Karen Hammond (person) — Independent Trustee Nominee and current Trustee since 2021
  • Stephanie Lynch (person) — New Independent Trustee Nominee and Co-Founder of Global Endowment Management
  • Adeel Jivraj (person) — New Independent Trustee Nominee and retired Partner at Ernst & Young LLP
  • Sodali & Co. (company) — Proxy solicitor for New York Life Investments Funds
  • Investment Company Act of 1940 (regulator) — Federal law requiring at least two-thirds of Trustees to be shareholder-elected
  • New York Life Investment Management LLC (company) — Manager of the Funds and location of the Special Meeting

FAQ

What is the primary purpose of the New York Life Investments Funds Special Meeting on December 8, 2025?

The primary purpose of the Special Meeting is to elect four Trustees to the Board of Trustees of New York Life Investments Funds. This action is necessary to comply with the Investment Company Act of 1940, which mandates that at least two-thirds of Trustees must be elected by shareholders.

Who are the four Trustee nominees for New York Life Investments Funds?

The four Trustee nominees are Naïm Abou-Jaoudé (Interested Trustee), Karen Hammond (Independent Trustee), Stephanie Lynch (new Independent Trustee), and Adeel Jivraj (new Independent Trustee). Two of these, Naïm Abou-Jaoudé and Karen Hammond, currently serve as Trustees but were appointed by the Board.

Why is New York Life Investments Funds electing Trustees now if some already serve?

New York Life Investments Funds is electing Trustees now because, under the Investment Company Act of 1940, at least two-thirds of the Trustees must be elected by shareholders. This election will enable the Board to add new members in the future without requiring additional shareholder meetings, and the Board believes adding two new Independent Trustees is in the best interest of the 11 Funds.

When and where will the New York Life Investments Funds Special Meeting be held?

The Special Meeting of Shareholders for New York Life Investments Funds will be held on December 8, 2025, beginning at 9:00 a.m. Eastern time, at the offices of New York Life Investment Management LLC, located at 51 Madison Avenue, New York, New York 10010.

Who is eligible to vote at the New York Life Investments Funds Special Meeting?

Only shareholders who owned shares of any class of the New York Life Investments Funds as of the close of business on September 26, 2025 (the Record Date), are entitled to vote at the Special Meeting.

How does the Board of Trustees recommend shareholders vote on the Trustee election proposal?

After careful consideration, the Board of Trustees of New York Life Investments Funds unanimously recommends that shareholders vote FOR Proposal 1, which is the election of the four Trustees.

What is the significance of adding two new Independent Trustees to the New York Life Investments Funds Board?

The Board has determined that adding two new Independent Trustees, Stephanie Lynch and Adeel Jivraj, is in the best interest of the 11 Funds and their shareholders. This move aims to enhance oversight, particularly given the size and complexity of the Funds, and strengthen the Board's composition.

What happens if a nominee for New York Life Investments Funds becomes unable to serve before the Special Meeting?

If any nominee becomes unable to serve prior to the Special Meeting, the proxies that would have been voted for that nominee will instead be voted for a substitute nominee selected by the current Board of Trustees.

How can New York Life Investments Funds shareholders cast their vote?

Shareholders can cast their vote by mail using the enclosed proxy card, by telephone using the toll-free number on the proxy card, through the Internet via the website indicated on the proxy card, or in person at the Special Meeting on December 8, 2025.

What other business might be transacted at the New York Life Investments Funds Special Meeting?

In addition to the election of four Trustees, shareholders will be asked to transact such other business as may properly come before the Special Meeting. However, the Board of Trustees explicitly states it knows of no other matters that will be brought before the Special Meeting beyond the Trustee election proposal.

Industry Context

The mutual fund industry is highly regulated, with a strong emphasis on corporate governance and shareholder rights. Compliance with the Investment Company Act of 1940 is paramount for fund operations. Recent trends include increased scrutiny on board independence and the election process for Trustees to ensure alignment with shareholder interests.

Regulatory Implications

The election of Trustees is a direct response to the requirements of the Investment Company Act of 1940. Failure to maintain the mandated proportion of shareholder-elected Trustees could lead to regulatory non-compliance and potential penalties.

What Investors Should Do

  1. Vote FOR the election of the four proposed Trustees to ensure the Trust remains in compliance with the Investment Company Act of 1940 and to support the Board's recommended slate.
  2. Review the Proxy Statement available at https://proxyvotinginfo.com/p/nylifunds2025 for detailed information on the nominees and the proposal.
  3. Cast your vote by mail, telephone, or internet by December 8, 2025, to ensure your voice is heard on this important governance matter.

Key Dates

  • 2025-12-08: Special Meeting of Shareholders — Shareholders will vote on electing four Trustees to the Board of Trustees.
  • 2025-09-26: Record Date for shareholder voting eligibility — Establishes the list of shareholders entitled to vote at the Special Meeting.
  • 2025-10-17: Date of Proxy Statement — Indicates the official date of the proxy materials being distributed.
  • 2025-10-22: First distribution date of Proxy Statement — Marks the beginning of the proxy solicitation period for shareholders.

Glossary

Trustees
Individuals elected to oversee the management and operations of the Funds. (The primary purpose of the meeting is to elect four Trustees to ensure compliance with regulatory requirements.)
Investment Company Act of 1940
A U.S. federal law that regulates the organization of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose primary income is derived from such trading. (The election of Trustees is required to comply with this Act, specifically regarding the proportion of shareholder-elected Trustees.)
Proxy Statement
A document required by the SEC that must be provided to shareholders before a shareholder meeting, containing information about the matters to be voted upon. (This document provides shareholders with the necessary information to vote on the election of Trustees.)
Series (Funds)
Each distinct investment portfolio offered by the Trust, with its own investment objectives and policies. (The Trust is comprised of 11 separate series, and the election of Trustees impacts the oversight of all these Funds.)
Independent Trustees
Trustees who are not considered 'interested persons' of the Trust or its investment adviser, providing objective oversight. (Two new Independent Trustees are being nominated to enhance the Board's oversight capabilities.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting focused on electing Trustees, rather than an annual report detailing financial performance. Therefore, direct comparisons of financial metrics like revenue or net income to a previous filing are not applicable. The key focus is on governance and regulatory compliance related to the Board of Trustees.

Filing Stats: 4,745 words · 19 min read · ~16 pages · Grade level 11.7 · Accepted 2025-10-17 14:51:38

Filing Documents

From the Filing

DEF 14A 1 d38271ddef14a.htm NEW YORK LIFE INVESTMENTS FUNDS NEW YORK LIFE INVESTMENTS FUNDS SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN A PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 NEW YORK LIFE INVESTMENTS FUNDS (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. NEW YORK LIFE INVESTMENTS FUNDS 51 MADISON AVENUE NEW YORK, NEW YORK 10010 SPECIAL MEETING OF SHAREHOLDERS To Be Held December 8, 2025 October 17, 2025 To Our Shareholders: I am writing to ask for your vote on an important matter concerning New York Life Investments Funds (the "Trust"). The Trust currently offers 11 separate series (collectively, the "Funds"). The Funds are listed in the accompanying Notice of Special Meeting and Proxy Statement. Please take note that a Special Meeting of Shareholders (with any postponements or adjournments, "Special Meeting") of the Funds will be held on December 8, 2025, beginning at 9:00 a.m., Eastern time, at the offices of New York Life Investment Management LLC, 51 Madison Avenue, New York, New York 10010. At the Special Meeting, as explained in the accompanying Proxy Statement, you will be asked to vote on the following proposals: 1. To elect four Trustees to the Board of Trustees of the Trust; and 2. To transact such other business as may properly come before the Special Meeting. Proposal 1 (the "Proposal") is described in more detail in the accompanying Notice of Special Meeting and Proxy Statement. After careful consideration, the Board of Trustees of the Trust recommends that you read the enclosed materials carefully and then submit a vote FOR the Proposal. Your vote is very important regardless of the number of shares of the Funds you own. Whether or not you plan to attend the Special Meeting in person, please read the Proxy Statement and cast your vote promptly. It is important that your vote be received by no later than the time of the Special Meeting on December 8, 2025. You will receive a proxy card that outlines several ways to vote your shares, including by mail, telephone, and through the Internet. Please refer to the proxy card for more information on how to vote. If we do not receive a response from you by one of these methods, you may receive a telephone call from our proxy solicitor, Sodali & Co., reminding you to vote. If you have any questions regarding your vote, please call 888-431-9147. We will get you the answers that you need promptly. We appreciate your participation and prompt response in this matter, and thank you for your continued support. Sincerely, /s/ Kirk C. Lehneis Kirk C. Lehneis, President Encl. NEW YORK LIFE INVESTMENTS FUNDS 51 Madison Avenue New York, New York 10010 NYLI Candriam Emerging Markets Debt Fund NYLI Income Builder Fund NYLI MacKay Convertible Fund NYLI MacKay High Yield Corporate Bond Fund NYLI MacKay Strategic Bond Fund NYLI MacKay Tax Free Bond Fund NYLI MacKay U.S. Infrastructure Bond Fund NYLI Money Market Fund NYLI Winslow Large Cap Growth Fund NYLI WMC Enduring Capital Fund NYLI WMC Value Fund The eleven series of New York Life Investments Funds listed above are referred to collectively as the "Funds". NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To Be Held December 8, 2025 The Proxy Statement is available at: https://proxyvotinginfo.com/p/nylifunds2025 NOTICE IS HEREBY GIVEN THAT A SPECIAL MEETING OF SHAREHOLDERS (with any postponements or adjournments, "Special Meeting") of the Funds, each a series of New York Life Investments Funds ("Trust"), a Massachusetts business trust, will be held at the offices of New York Life Investment Management LLC ("New York Life Investments"), 51 Madison Avenue, New York, New York 10010, on December 8, 2025, beginning at 9:00 a.m., Eastern time. At the Special Meeting, and as described in greater detail in the Proxy 1. To elect four Trustees to the Board of Trustees of the Trust; and 2. To transact such other business as may properly come before the Special Meeting. The Board of Trustees of the Trust (the "Board") has recommended that Proposal 1 (the "Proposal") be presented to all shareholders of the Funds. Although the Board believes that the Proposal is in the best interest of each Fund, the final decision to approve the Proposal is u

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