NYLI VP Funds Seeks Shareholder Vote to Elect Four Trustees

TL;DR

**Vote FOR the Trustee election; it's a routine governance move to streamline future board appointments and add fresh independent oversight, which is a net positive for the 33 Portfolios.**

AI Summary

New York Life Investments VP Funds Trust is holding a Special Meeting of Shareholders on December 8, 2025, at 10:00 a.m. Eastern time, at 51 Madison Avenue, New York. The primary proposal is to elect four Trustees to the Board of Trustees. Two of the nominees, Naïm Abou-Jaoudé and Karen Hammond, currently serve as Trustees, while Stephanie Lynch and Adeel Jivraj are new candidates. The election aims to ensure that at least two-thirds of the Trustees are shareholder-elected, as required by the Investment Company Act of 1940, which will allow the Board to fill future vacancies without additional shareholder meetings. The Board of Trustees unanimously recommends a vote FOR the proposal, citing the benefit of adding two new Independent Trustees to manage the size and complexity of the 33 Portfolios. Shareholders of record as of September 26, 2025, are eligible to vote.

Why It Matters

This DEF 14A filing is crucial for investors in New York Life Investments VP Funds Trust as it directly impacts the governance and oversight of their investments. The election of four Trustees, including two new Independent Trustees, could enhance the Board's expertise and independence, potentially leading to better strategic decisions for the 33 Portfolios. For employees, a stable and well-governed trust ensures continued operational clarity. Customers benefit from robust oversight of their variable annuity and life insurance policies. In the competitive asset management landscape, strong governance, as demonstrated by this election, can bolster investor confidence and differentiate the Trust.

Risk Assessment

Risk Level: low — The risk level is low because the proposal is a standard governance matter to elect Trustees, which is a routine part of fund operations. The Board unanimously recommends voting FOR the proposal, and the primary objective is to comply with the Investment Company Act of 1940 regarding shareholder-elected Trustees, not to introduce significant changes to investment strategy or fees.

Analyst Insight

Investors should review the qualifications of the nominated Trustees and cast their vote promptly, ideally FOR the proposal as recommended by the Board. This action supports sound governance and ensures the Trust can efficiently manage future Board appointments without incurring additional shareholder meeting expenses.

Key Numbers

• 33 — Number of Portfolios (The Trust currently offers 33 separate series (Portfolios).)
• 4 — Number of Trustees to be elected (Shareholders are asked to elect four Trustees to the Board.)
• 2 — Number of new Independent Trustees (The Board determined that adding two new Independent Trustees is in the best interest of the Portfolios.)
• 2025-12-08 — Date of Special Meeting (The Special Meeting of Shareholders will be held on December 8, 2025.)
• 10:00 a.m. — Time of Special Meeting (The Special Meeting will begin at 10:00 a.m., Eastern time.)
• 2025-09-26 — Record Date for voting (Shareholders as of the close of business on September 26, 2025, are entitled to vote.)
• 888-431-9147 — Toll-free number for questions (Shareholders can call this number for questions about voting.)
• 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.)
• 2025-10-17 — Filing Date (The DEF 14A was filed on October 17, 2025.)

Key Players & Entities

• NEW YORK LIFE INVESTMENTS VP FUNDS TRUST (company) — Registrant and Trust offering 33 separate series (Portfolios)
• Naïm Abou-Jaoudé (person) — Interested Trustee Nominee, CEO of New York Life Investment Management LLC
• Karen Hammond (person) — Independent Trustee Nominee, current Trustee since 2021
• Stephanie Lynch (person) — Independent Trustee Nominee, Co-Founder and Managing Partner of Global Endowment Management (GEM)
• Adeel Jivraj (person) — Independent Trustee Nominee, Retired Partner at Ernst & Young LLP
• Kirk C. Lehneis (person) — President of New York Life Investments VP Funds Trust
• J. Kevin Gao (person) — Secretary and Chief Legal Officer of New York Life Investments VP Funds Trust
• Sodali & Co. (company) — Proxy solicitor for New York Life Investments VP Funds Trust
• Investment Company Act of 1940 (regulator) — Requires at least two-thirds of Trustees to be shareholder-elected
• New York Life Investment Management LLC (company) — Manager of the Trust and location of the Special Meeting

FAQ

Industry Context

The mutual fund industry, particularly within variable annuity and life insurance products, operates under strict regulatory oversight. Funds like those managed by New York Life Investments VP Funds Trust must comply with the Investment Company Act of 1940. Trends include increasing demand for diversified investment options and a focus on independent board oversight to protect shareholder interests.

Regulatory Implications

The election of Trustees is directly influenced by the Investment Company Act of 1940, which mandates that at least two-thirds of the Board must be shareholder-elected. This ensures a level of independent oversight and governance for the 33 Portfolios managed by the Trust.

What Investors Should Do

1. Vote on the election of four Trustees to the Board of Trustees by December 8, 2025. This is crucial for meeting regulatory requirements and ensuring proper governance of the 33 Portfolios.
2. Review the Proxy Statement carefully to understand the qualifications of the nominees and the implications of the election.
3. Submit your vote promptly via mail, telephone, or internet to avoid additional solicitation expenses and ensure your voice is heard.

Key Dates

• 2025-12-08: Special Meeting of Shareholders — Shareholders will vote on the election of four Trustees to the Board of Trusts. This meeting is crucial for ensuring the Board meets regulatory requirements and can fill future vacancies without additional shareholder votes.
• 2025-09-26: Record Date for voting eligibility — Shareholders who owned shares as of this date are eligible to vote at the Special Meeting.
• 2025-10-17: Filing Date of DEF 14A Proxy Statement — This document provides shareholders with detailed information about the proposals to be voted on at the Special Meeting and the Board's recommendations.

Glossary

DEF 14A

A filing required by the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders when a company is soliciting their proxy votes. (This document contains the information shareholders need to understand and vote on the proposals at the Special Meeting.)

Trustee

A member of the Board of Trustees responsible for overseeing the management and operations of the Trust and acting in the best interests of the shareholders. (The primary purpose of the Special Meeting is to elect four Trustees to the Board.)

Portfolio

A distinct investment fund or series within the New York Life Investments VP Funds Trust, each with its own investment objectives and strategies. (The Trust manages 33 separate Portfolios, and the election of Trustees affects the oversight of all of them.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (The election of Trustees is partly driven by the requirement under this Act to have at least two-thirds of the Trustees be shareholder-elected.)

Proxy Statement

A document that is sent to shareholders soliciting their proxy votes for a shareholder meeting. It contains information about the matters to be voted on. (This is the core document accompanying the notice of the Special Meeting, detailing the proposals and the Board's recommendations.)

Year-Over-Year Comparison

This filing is a DEF 14A related to a Special Meeting of Shareholders, not an annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue or net income are not applicable. The focus is on governance and the election of Trustees, driven by regulatory requirements and the need for Board continuity and expertise.

Filing Documents

• d234303ddef14a.htm (DEF 14A) — 485KB
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• g234303g1012000636289.jpg (GRAPHIC) — 2KB
• g234303g1012000636360.jpg (GRAPHIC) — 3KB
• 0001193125-25-242371.txt ( ) — 512KB
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From the Filing

DEF 14A 1 d234303ddef14a.htm NEW YORK LIFE INVESTMENTS VP FUNDS TRUST NEW YORK LIFE INVESTMENTS VP FUNDS TRUST 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 RegistrantFiled 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 VP FUNDS TRUST (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 VP FUNDS TRUST 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 VP Funds Trust (the "Trust"). The Trust currently offers 33 separate series (collectively, the "Portfolios"). The Portfolios 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 Portfolios will be held on December 8, 2025, beginning at 10:00 a.m., Eastern time, at the offices of New York Life Investment Management LLC, 51 Madison Avenue, New York, New York 10010. As the owner of a variable annuity contract or a variable universal life insurance policy (a "Policy") issued by an insurance company, with some or all of your Policy value allocated to one or more of the Portfolios, you have the right to instruct the insurance company that issued your Policy how to vote the shares of the Portfolio(s) attributable to your Policy at the Special Meeting as though you are a direct shareholder of the Portfolio(s). 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 Portfolios you own through your Policy. 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 VP FUNDS TRUST 51 Madison Avenue New York, New York 10010 NYLI VP American Century Sustainable Equity Portfolio NYLI VP Balanced Portfolio NYLI VP Bond Portfolio NYLI VP Candriam Emerging Markets Equity Portfolio NYLI VP CBRE Global Infrastructure Portfolio NYLI VP Conservative Allocation Portfolio NYLI VP Dimensional U.S. Equity Portfolio NYLI VP Epoch U.S. Equity Yield Portfolio NYLI VP Equity Allocation Portfolio NYLI VP Fidelity Institutional AM ® Utilities Portfolio NYLI VP Floating Rate Portfolio NYLI VP Growth Allocation Portfolio NYLI VP Hedge Multi-Strategy Portfolio NYLI VP Income Builder Portfolio NYLI VP Janus Henderson Balanced Portfolio NYLI VP MacKay Convertible Portfolio NYLI VP MacKay High Yield Corporate Bond Portfolio NYLI VP MacKay Strategic Bond Portfolio NYLI VP MacKay U.S. Infrastructure Bond Portfolio NYLI VP MFS ® Investors Trust Portfolio NYLI VP MFS ® Research Portfolio NYLI VP Moderate Allocation Portfolio NYLI VP Natural Resources Portfolio NYLI VP Newton Technology Growth Portfolio NYLI VP PIMCO

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View this DEF 14A filing on SEC EDGAR