Form SC TO-I - Tender offer statement by Issuer

(please print)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 17, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

ISSUER TENDER OFFER STATEMENT

UNDER SECTION 13(e)(1) OF THE

SECURITIES EXCHANGE ACT OF 1934

NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND

(Name of Subject Company)

NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND

(Name of Filing Person (Issuer))

COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

56064K100

(CUSIP Number of Class of Securities)

J. Kevin Gao, Esq.

30 Hudson Street

Jersey City, New Jersey 07302

(212) 576-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copies to:

Thomas C. Bogle, Esq.

Corey F. Rose, Esq.

Dechert LLP

1900 K Street, NW

Washington, DC 20006

☐	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid:		Filing Party:
Form or Registration No.:		Date Filed:

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐

third-party tender offer subject to Rule 14d-1.

☒

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

EXPLANATORY NOTE

Copies of the Offer to Purchase, dated October 17, 2024, and the Letter of Transmittal, among other documents, have been filed by NYLI MacKay DefinedTerm Muni Opportunities Fund as exhibits to this Schedule TO, Tender Offer Statement (the “Schedule”), pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless otherwise indicated, all material incorporated herein by reference in response to items or sub-items of this Schedule is incorporated by reference from the corresponding caption in the Offer to Purchase, including the information provided under those captions.

ITEM 1. SUMMARY TERM SHEET

Reference is hereby made to the Summary Term Sheet of the Offer to Purchase, which is attached as Exhibit (a)(1)(i) and is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION

(a) The name of the issuer is NYLI MacKay DefinedTerm Muni Opportunities Fund, a diversified, closed-end management investment company organized as a Delaware statutory trust (the “Fund”). The principal executive offices of the Fund are located at 51 Madison Avenue, New York, NY 10010. The telephone number is (212) 576-7000.

(b) The title of the subject class of equity securities described in the offer is common shares of beneficial interest, par value $0.001 per share (the “Shares”). As of October 10, 2024 there were 27,926,793.602 Shares issued and outstanding.

(c) The principal market in which the Shares are traded is the New York Stock Exchange (“NYSE”). For information on the high, low and closing (as of the close of ordinary trading on the NYSE on the last day of the Fund’s fiscal quarter) net asset values and market prices of the Shares in such principal market for each quarter during the Fund’s past two fiscal years, see Section 8, “Price Range of Shares,” of the Offer to Purchase, which is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON

(a) The name of the filing person is NYLI MacKay DefinedTerm Muni Opportunities Fund (previously defined as the “Fund”), a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and organized as a Delaware statutory trust. The principal executive offices of the Fund are located at 51 Madison Avenue, New York, NY 10010. The telephone number is (212) 576-7000. The filing person is the subject company. The members of the Board of Trustees of the Fund are as follows: Naïm Abou-Jaoudé, David H. Chow, Karen Hammond, Susan B. Kerley, Alan R. Latshaw, Jacques P. Perold and Richard S. Trutanic.

The principal executive officer of the Fund is Kirk C. Lehneis, President. The principal financial officer of the Fund is Jack R. Benintende, Treasurer.

Correspondence to the Trustees and executive officers of the Fund should be mailed to the attention of J. Kevin Gao, Secretary of the Fund at 51 Madison Avenue, New York, New York, 10010.

ITEM 4. TERMS OF THE TRANSACTION

(a) The Fund’s Board of Trustees has determined to commence an offer to purchase up to 100% of the Fund’s issued and outstanding Shares. The offer is for cash at a price per share equal to the net asset value per share as of the close of ordinary trading on the NYSE on November 14, 2024, or if the offer is extended, as of the close of ordinary trading on the NYSE on the new expiration date, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the related Letter of Transmittal (which together constitute the “Offer”).

Copies of the Offer to Purchase and the Letter of Transmittal are attached hereto as Exhibit (a)(1)(i) and Exhibit (a)(1)(ii), respectively, each of which is incorporated herein by reference. For more information on the type and amount of consideration offered to shareholders, the scheduled expiration date, extending the Offer and the Fund’s intentions in the event of oversubscription, see Section 1, “Price; Number of Shares,” and Section 15, “Extension of Tender Period; Termination; Amendments,” of the Offer to Purchase. For information on the dates relating to the withdrawal of tendered Shares, the procedures for tendering Shares and withdrawing Shares tendered, and the manner in which Shares will be accepted for payment, see Section 2, “Procedures for Tendering Shares,” Section 3, “Withdrawal Rights,” and Section 4, “Payment for Shares,” of the Offer to Purchase. For information on the federal income tax consequences of the Offer, see Section 2, “Procedures for Tendering Shares,” Section 10, “Certain Effects of the Offer,” and Section 14, “Material Federal Income Tax Consequences,” of the Offer to Purchase.

The information requested by Items 1004(a)(1)(x) and (xi) and Item 1004(a)(2) of Regulation M-A are not applicable.

(b) None of the Trustees of the Fund, the adviser or the subadviser own any Shares of the Fund. Therefore, the Fund does not intend to purchase Shares from any Trustee, adviser or subadviser of the Fund pursuant to the Offer. An executive officer of the Fund may tender his or her Shares pursuant to the Offer, in which case he or she will be subject to the same conditions of the Offer as all other shareholders of the Fund. For more information, see Section 9 “Interest of Trustees and Executive Officers; Transactions and Arrangements Concerning the Shares,” of the Offer to Purchase.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(e) Reference is hereby made to Section 7, “Plans or Proposals of the Fund,” Section 9, “Interest of Trustees and Executive Officers; Transactions and Arrangements Concerning the Shares,” Section 12, “Certain Information About the Fund,” and Section 16, “Fees and Expenses,” of the Offer to Purchase, which is incorporated herein by reference. Except as set forth therein, the Fund does not know of any agreement, arrangement or understanding, whether or not legally enforceable, between the Fund (including any of the Fund’s executive officers or Trustees, any person controlling the Fund or any officer or director of any corporation or other person ultimately in control of the Fund) and any other person with

respect to any securities of the Fund. The foregoing includes, but is not limited to: the transfer or the voting of securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(a)–(c) Reference is hereby made to Section 1, “Price; Number of Shares,” Section 6, “Purpose of the Offer,” Section 7, “Plans or Proposals of the Fund,” Section 10, “Certain Effects of the Offer,” Section 11, “Source and Amount of Funds,” and Section 12, “Certain Information About the Fund,” of the Offer to Purchase, which is incorporated herein by reference. Except as noted herein and therein, the events listed in Item 1006(c)(1), (3)–(8) and (10) of Regulation M-A are not applicable to the Fund (including any of the Fund’s executive officers or Trustees, any person controlling the Fund or any officer or director of any corporation or other person ultimately in control of the Fund).

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a)–(b) Reference is hereby made to Section 11, “Source and Amount of Funds,” of the Offer to Purchase, which is incorporated herein by reference.

The information requested by Item 1007(d) of Regulation M-A is not applicable to the Fund’s executive officers and Trustees, any person controlling the Fund or any executive officer or director of a corporation or other person ultimately in control of the Fund.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

(a)–(b) Reference is hereby made to Section 9, “Interest of Trustees and Executive Officers; Transactions and Arrangements Concerning the Shares,” of the Offer to Purchase, which is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED

(a) No persons have been employed, retained or are to be compensated by or on behalf of the Fund to make solicitations or recommendations in connection with the Offer.

ITEM 10. FINANCIAL STATEMENTS

Not applicable.

ITEM 11. ADDITIONAL INFORMATION

(a)(1) Reference is hereby made to Section 9, “Interest of Trustees and Executive Officers; Transactions and Arrangements Concerning the Shares,” of the Offer to Purchase, which is incorporated herein by reference.

(a)(2)-(5) Not applicable.

ITEM 12(a). EXHIBITS


(a)(1)(i)		Letter to Shareholders and Offer to Purchase

(a)(1)(ii)		Letter of Transmittal

(a)(1)(iii)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(iv)		Letter to Clients and Client Instruction Form

(a)(1)(v)		Notice of Guaranteed Delivery

(a)(2)		Not applicable

(a)(3)		Not applicable

(a)(4)		Not applicable

(a)(5)		Press Release dated October 17, 2024

(b)		Not applicable

(d)(1)		Management Agreement between Registrant and New York Life Investment Management LLC, dated as of June 26, 2012

(d)(2)		Amendment to Management Agreement between Registrant and New York Life Investment Management LLC, dated as of February 28, 2018

(d)(3)		Subadvisory Agreement by and between New York Life Investment Management LLC and MacKay Shields LLC, dated as of June 26, 2012

(d)(4)		Amendment to the Subadvisory Agreement by and between New York Life Investment Management LLC and MacKay Shields LLC, dated as of February 28, 2018

(g)		Not applicable

(h)		Not applicable

ITEM 12(b). De-SPAC Transaction.

Not applicable.

ITEM 12(c). Filing Fees.

Filing Fee Exhibit.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NYLI MACKAY DEFINEDTERM MUNI
OPPORTUNITIES FUND

/s/ Kirk C. Lehneis

Kirk C. Lehneis

President

October 17, 2024

EXHIBIT INDEX


(a)(1)(i)		Letter to Shareholders and Offer to Purchase

(a)(1)(ii)		Letter of Transmittal

(a)(1)(iii)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(iv)		Letter to Clients and Client Instruction Form

(a)(1)(v)		Notice of Guaranteed Delivery

(a)(5)		Press Release dated October 17, 2024

(d)(1)		Management Agreement between Registrant and New York Life Investment Management LLC, dated as of June 26, 2012

(d)(2)		Amendment to Management Agreement between Registrant and New York Life Investment Management LLC, dated as of February 28, 2018

(d)(3)		Subadvisory Agreement by and between New York Life Investment Management LLC and MacKay Shields LLC, dated as of June 26, 2012

(d)(4)		Amendment to the Subadvisory Agreement by and between New York Life Investment Management LLC and MacKay Shields LLC, dated as of February 28, 2018

		Filing Fee Exhibit

Ex-(a)(1)(i)

NYLI MacKay DefinedTerm Muni Opportunities Fund

51 Madison Avenue

New York, New York 10010

Dear Shareholder:

NYLI MacKay DefinedTerm Muni Opportunities Fund (the “Fund”) is a term fund that is scheduled to terminate on December 31, 2024. In June 2024, the Board of Trustees of the Fund approved an Amended and Restated Declaration of Trust that allows the Board of Trustees to implement a new 12-year term for the Fund following completion of the tender offer, provided that certain conditions are met. Additionally, to allow shareholders who do not wish to continue their investment in the Fund the opportunity to exit their investment at net asset value, the Board of Trustees authorized the Fund to conduct a tender offer for common shares of the Fund, subject to certain conditions described below. In connection with this approval and authorization, the Board of Trustees also approved the implementation of a new termination date for the Fund of December 31, 2036, contingent upon the completion of the tender offer.

The enclosed materials describe the terms of the tender offer and information you should consider in deciding whether to accept the Fund’s offer to purchase your common shares (the “Offer”). The Offer provides shareholders the opportunity to tender up to 100% of their shares for cash at a price equal to the Fund’s net asset value per share as of the close of ordinary trading on the New York Stock Exchange on the expiration date of the Offer. The Fund is making the Offer in order to allow shareholders who do not wish to continue their investment in the Fund to exit their investment at net asset value, which is the same measure used to determine the value that shareholders would receive on the termination date. You may tender all, a portion or none of your shares.

The Offer will expire on November 14, 2024, or such later date to which the Offer is extended.

If, after carefully evaluating all of the information set forth in the Offer to Purchase, you wish to tender shares pursuant to the Offer, please follow the instructions contained in the Offer to Purchase and Letter of Transmittal or, if your shares are held of record in the name of a broker, dealer, commercial bank, trust company or other nominee, contact that firm to effect the tender for you. Shareholders are urged to consult their own investment and tax advisers and make their own decisions whether to tender any shares and, if so, how many shares to tender. Shareholders not interested in tendering their shares need not take any action.

Questions, requests for assistance and requests for additional copies of this Offer to Purchase may be directed to Georgeson LLC, the information agent for this Offer, by telephone toll-free at 1-866-735-3249.

Sincerely,

Kirk C. Lehneis

President

October 17, 2024

NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND

OFFER TO PURCHASE FOR CASH UP TO 100% OF THE

ISSUED AND OUTSTANDING COMMON SHARES OF

BENEFICIAL INTEREST AT 100% OF NET ASSET VALUE PER SHARE

THE OFFER PERIOD AND WITHDRAWAL RIGHTS

WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME

ON NOVEMBER 14, 2024, UNLESS THE OFFER IS EXTENDED.

To the holders of Common Shares of NYLI MacKay DefinedTerm Muni Opportunities Fund:

NYLI MacKay DefinedTerm Muni Opportunities Fund, a diversified, closed-end management investment company organized as a Delaware statutory trust (the “Fund”), is offering to purchase up to 100% of its common shares of beneficial interest, with par value of $0.001 per share (“Shares”), for cash at a price (the “Purchase Price”) equal to 100% of their net asset value per share (“NAV”) as of the close of ordinary trading on the New York Stock Exchange (the “NYSE”) on November 14, 2024, or if the offer is extended, as of the close of ordinary trading on the NYSE on the new expiration date. The offer period and withdrawal rights will expire at 5:00 p.m. New York City time on November 14, 2024 (the “Initial Expiration Date”), unless extended (the Initial Expiration Date or the latest date to which the Offer is extended, the “Expiration Date”), upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which together constitute the “Offer”).

The Shares are currently traded on the NYSE under the ticker symbol “MMD.” The NAV on October 10, 2024, was $17.02 per Share. You can obtain current NAV quotations from Georgeson LLC, the information agent for the Offer (“Information Agent”) at 1-866-735-3249. For information on Share price history, see “The Offer—Section 8—Price Range of Shares.”

The completion of the Offer is subject to certain conditions, including that the aggregate net assets of the Fund must equal or exceed $200 million (the “Termination Threshold”) as of the expiration date of the Offer, taking into account the amounts that would be paid to shareholders who have properly tendered their Shares. If the payment for properly tendered common shares would result in the Fund’s net assets totaling less than the Termination Threshold, the Offer shall be canceled, no common shares will be repurchased pursuant to the Offer, and the Fund will dissolve on December 31, 2024. If undertaken, this dissolution may take a significant amount of time and result in the Fund holding large amounts of uninvested cash. As a result, in such a case, there could be times when the Fund is not pursuing its investment objective or is not being managed consistent with its stated investment strategies.

If, after carefully evaluating all of the information set forth in the Offer, you wish to tender Shares pursuant to the Offer, please either follow the instructions contained in the Offer and Letter of Transmittal or, if your Shares are held of record in the name of a nominee holder, contact such firm to effect the tender for you. If you do not wish to tender your Shares, you need not take any action. Shareholders not interested in tendering their Shares need not take any action.

THIS OFFER IS BEING MADE TO ALL COMMON SHAREHOLDERS

OF THE FUND AND IS NOT CONDITIONED UPON ANY

MINIMUM NUMBER OF SHARES BEING TENDERED.

THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS, INCLUDING

THE TERMINATION THRESHOLD.

SEE “THE OFFER—SECTION 5—TERMINATION THRESHOLD.”

IMPORTANT

Neither the Fund nor its Board of Trustees makes any recommendation to any shareholder as to whether to tender any or all of such shareholder’s Shares. Shareholders are urged to evaluate carefully all information in the Offer, consult their own investment and tax advisers, and make their own decisions whether to tender Shares and, if so, how many Shares to tender.

No person has been authorized to make any recommendation on behalf of the Fund as to whether shareholders should tender Shares pursuant to the Offer. No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein or in the accompanying Letter of Transmittal. If given or made, such recommendation and such information and representations must not be relied upon as having been authorized by the Fund. The Fund has been advised that neither the Fund’s Trustees nor its investment adviser intend to tender any Shares pursuant to the Offer.

Questions and requests for assistance and requests for additional copies of this Offer to Purchase and Letter of Transmittal should be directed to the Information Agent at the telephone number set forth below.

The Information Agent for the Offer is:

GEORGESON LLC

All Holders Call Toll Free: 1-866-735-3249

The Depositary for the Offer is:

COMPUTERSHARE TRUST COMPANY, N.A.


By Mail:		By Registered, Certified, Express Mail or Overnight Courier:

Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011		Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021

October 17, 2024

TABLE OF CONTENTS

SUMMARY TERM SHEET

THE OFFER


1.	Price; Number of Shares	8
2.	Procedures for Tendering Shares	9
3.	Withdrawal Rights	12
4.	Payment for Shares	13
5.	Termination Threshold	14
6.	Purpose of the Offer	14
7.	Plans or Proposals of the Fund	14
8.	Price Range of Shares	15
9.	Interest of Trustees and Executive Officers; Transactions and Arrangements Concerning the Shares	15
10.	Certain Effects of the Offer	16
11.	Source and Amount of Funds	17
12.	Certain Information About the Fund	17
13.	Additional Information	19
14.	Material Federal Income Tax Consequences	19
15.	Extension of Tender Period; Termination; Amendments	24
16.	Fees and Expenses	24
17.	Miscellaneous	25

NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND

OFFER TO PURCHASE FOR CASH UP TO 100% OF THE OUTSTANDING

COMMON SHARES AT 100% OF NET ASSET VALUE

SUMMARY TERM SHEET

We are providing this Summary Term Sheet for your convenience. This Summary Term Sheet highlights the material terms of the Offer but does not describe all of the details of the Offer to the same extent described elsewhere in this Offer to Purchase. We urge you to read the entire Offer to Purchase, the related Letter of Transmittal and the documents incorporated herein by reference because they contain the full details about the Offer and the Fund. We have included references to sections of this Offer to Purchase where you will find more information. Except where the context suggests otherwise, the terms “we”, “us”, “our” and the “Fund” refer to NYLI MacKay DefinedTerm Muni Opportunities Fund, a Delaware statutory trust.

Who is offering to purchase my Shares?

NYLI MacKay DefinedTerm Muni Opportunities Fund is offering to purchase up to 100% of its common shares of beneficial interest (the “Shares”) on the terms and subject to the conditions described in this Offer to Purchase. We are a term fund that has a scheduled termination date on December 31, 2024.

What will be the form of payment and purchase price for Shares that are tendered?

We are offering to purchase Shares for cash. The purchase price will equal 100% of the net asset value per share (“NAV”) as of the close of ordinary trading on the New York Stock Exchange (the “NYSE”) on November 14, 2024 (the “Initial Expiration Date”), unless extended (the Initial Expiration Date or the latest date to which the Offer is extended, the “Expiration Date”). As of October 10, 2024, the Fund’s NAV was $17.02 per Share. The NAV can change every business day. You can obtain current NAV quotations from Georgeson LLC, the information agent for the Offer (“Information Agent”), at 1-866-735-3249. See “The Offer—Section 1—Price; Number of Shares” and “The Offer—Section 4—Payment for Shares.”

How many shares is the Fund offering to purchase?

Subject to the conditions of the tender offer, we are offering to purchase up to 100% of the Shares. The Fund will not complete the Offer unless certain conditions are satisfied, including a condition that the Fund must have a minimum level of assets following the completion of the Offer. See “The Offer—Section 1—Price; Number of Shares” and “The Offer—Section 5—Termination Threshold.”

What are the conditions of the Offer?

The completion of the Offer is subject to certain conditions, including that our aggregate net assets must equal or exceed $200 million (the “Termination Threshold”) as of the Expiration Date of the Offer, taking into account the amounts that would be paid to shareholders who have properly tendered their shares.

If the Termination Threshold is not satisfied, the Offer will not be completed and the Fund will proceed to terminate on December 31, 2024, its scheduled termination date. If undertaken, this dissolution may take a significant amount of time and result in the Fund holding large amounts of uninvested cash. As a result, in such a case, there could be times when the Fund is not pursuing its investment objective or is not being managed consistent with its stated investment strategies. See “The Offer—Section 5—Termination Threshold.”

What is the purpose of the Offer?

that shareholders would receive if the Fund terminates on its scheduled termination date. The Offer will take effect only if the Termination Threshold described above is satisfied and the Offer is completed.

In June 2024, the Board of Trustees approved a new 12-year term for the Fund with a termination date of December 31, 2036, contingent upon the completion of the Offer (the “Restructuring”).

Additionally, if the Offer is completed, New York Life Investment Management LLC (the “Adviser”) will waive 0.06% of its management fee from December 31, 2024, until December 31, 2025. As a result of the waiver, the Fund’s net management fee, which is applied to managed assets, would be reduced from 0.60% to 0.54%.

When does the offer expire? Can the Fund extend the offer, and if so, when will the Fund announce the extension?

The offer expires on Thursday, November 14, 2024, at 5:00 p.m., New York City time, unless the Fund extends the offer. The Fund may extend the offer period at any time in accordance with the charter documents of the Fund. If it does, the Fund will determine the purchase price as of the close of ordinary trading on the NYSE on the new Expiration Date. If the offer period is extended, the Fund will make a public announcement of the extension not later than 9:30 a.m. New York City time on the next business day following the previously scheduled Expiration Date. See “The Offer—Section 15—Extension of Tender Period; Termination; Amendments.”

How will the Fund pay for Shares that are properly tendered?

As of October 10, 2024, the Fund had net assets of $475,393,095.80. One of the conditions of the Offer is that the net assets of the Fund, taking into account the purchase of shares properly tendered and not properly withdrawn, must equal or exceed $200 million as of the Expiration Date of the Offer. The Fund intends to fund the purchase price for tendered shares primarily through cash on hand and sales of portfolio securities. See “The Offer—Section 11—Source and Amount of Funds.”

What will be the effects of the Offer?

If we complete the Offer, the Fund’s shares will continue to trade on the NYSE under the ticker symbol “MMD.” However, the purchase of Shares pursuant to the Offer will have the following effects:

•

The purchase of Shares pursuant to the Offer will have the effect of decreasing our managed assets, and such decrease may be significant. Lower managed assets will result in higher annual operating expenses and may limit our investment flexibility and our ability to engage in leverage. Our performance may be adversely affected by these developments.

•

The Fund is expected to liquidate its portfolio to the extent necessary to pay for the Shares acquired in the Offer from tendering shareholders. Such portfolio dispositions may occur at time(s) when market conditions are unfavorable. The Fund will bear the transaction costs associated with such portfolio sales. To the extent that portfolio investments of the Fund are sold, the Fund may recognize income or gains that will increase the amount of taxable distributions made to shareholders. If the Offer is not completed, the Fund would expect to bear similar risks and costs in connection with the liquidation of its portfolio prior to its scheduled termination date.

•

Purchases of Shares pursuant to the Offer will increase the proportionate interest of shareholders that do not tender their Shares.

•

The purchase of Shares pursuant to the Offer will decrease our outstanding shares, which may impact the trading discount of our shares.

See “The Offer—Section 10—Certain Effects of the Offer.”

Will I have to pay any fees or commissions on the Shares I tender?

Shares will be purchased at 100% of the Fund’s NAV. If you are the holder of record of the Shares and you tender your Shares directly, you will not incur any brokerage fees or commissions or other charges. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee and that firm tenders Shares on your behalf, that firm may charge a fee for doing so. We urge you to consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any such charges will apply. See “The Offer—Section 16—Fees and Expenses.”

How do I tender my Shares?

If your Shares are registered in the name of a nominee holder, such as a broker, dealer, commercial bank, trust company or other nominee (“Nominee Holder”), you should contact that firm if you wish to tender your Shares.

All other shareholders wishing to participate in the offer must, prior to the date and time the offer expires, EITHER:

•

Complete and execute a Letter of Transmittal, together with any required signature guarantees, and any other documents required by the Letter of Transmittal. You must send these materials to Computershare Trust Company, N.A. (the “Depositary”) at its address set forth on the inside cover page of this Offer. If your Shares are held in book-entry form, you must comply with the book-entry delivery procedure set forth under “The Offer—Section 2—Procedures for Tendering Shares—C. Book-Entry Delivery Procedure.” The Depositary must receive these materials prior to the date and time the offer expires.

•

Comply with the Guaranteed Delivery Procedure described under “The Offer—Section 2—Procedures for Tendering Shares—D. Guaranteed Delivery Procedure.”

See “The Offer—Section 2—Procedures for Tendering Shares.”

Until what time can I withdraw tendered Shares?

You may withdraw your tendered Shares at any time prior to the date and time the Offer expires. You may not withdraw your shares after 5:00 p.m. New York City time, on November 14, 2024, unless the expiration date is extended. See “The Offer—Section 3—Withdrawal Rights.”

How do I withdraw tendered Shares?

If you desire to withdraw tendered Shares, you should either:

•

Give proper written notice to the Depositary; or

•

If your Shares are held of record in the name of a Nominee Holder, contact that firm to withdraw your tendered Shares.

See “The Offer—Section 3—Withdrawal Rights.”

Will there be any federal income tax consequences to tendering my Shares?

Yes. If your tendered Shares are purchased, it will be a taxable transaction either as an “exchange” of the tendered Shares or, under certain circumstances, a “dividend.” See “The Offer—Section 2—Procedures for Tendering Shares—F. Federal Income Tax Withholding” with respect to the application of federal income tax withholding on payments made to shareholders. Please consult your tax adviser as to the tax consequences of tendering your Shares in this Offer. See “The Offer—Section 14—Material Federal Income Tax Consequences.”

Will I receive the remaining 2024 dividend distributions, payable in November and December 2024, on the Shares I tender?

Unless the Expiration Date for the Offer is extended, you will not receive the November and December 2024 dividend distributions on tendered Shares. Shareholders tendering Shares are entitled to receive all dividends with an “ex date” on or before the Expiration Date, provided that they own Shares as of the dividend record date. Shareholders will not receive the November or December 2024 dividend distributions on tendered Shares unless the Expiration Date is extended because the record dates for these distributions will be after the completion of the Offer. See “The Offer—Section 1—Price; Number of Shares” and “The Offer—Section 8—Price Range of Shares.”

Does the Board of Trustees have a view with respect to whether shareholders should participate in the Offer?

Neither the Fund nor the Board of Trustees makes any recommendation to shareholders as to whether to tender their Shares. Our intention is to complete this Offer and implement the Restructuring. The Adviser recommended the Restructuring because it believes that municipal bonds remain an attractive asset class. The Fund’s Board of Trustees has (1) determined that the Restructuring is in the best interest of the Fund; (2) approved the Restructuring contingent upon completion of the Offer; and (3) approved making this Offer in order to provide shareholders who do not wish to remain in the Fund the option to exit at NAV, which is the same measure used to determine what shareholders would receive if the Fund terminates on its scheduled termination date. You, however, must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender. In making this decision, you should read carefully the information in this Offer to Purchase and in the Letter of Transmittal. You should discuss whether to tender your Shares with your broker or financial advisor.

Whom do I contact if I have questions about the tender offer?

For additional information or assistance, you may call the Information Agent toll-free at 1-866-735-3249.

THE OFFER

1. PRICE; NUMBER OF SHARES

Upon the terms and subject to the conditions of the Offer, the Fund will accept for payment (and thereby purchase) up to 100% of its issued and outstanding Shares, or such lesser number as are properly tendered (and not withdrawn in accordance with Section 3, “Withdrawal Rights”), subject to the satisfaction of the Termination Threshold. The purchase price of the Shares will be equal to 100% of the Fund’s NAV as of the close of ordinary trading on the NYSE on the Expiration Date. You can obtain current NAV quotations from the Information Agent by calling 1-866-735-3249.

The completion of the Offer is subject to certain conditions. If one or more of these conditions are not satisfied, the Offer will not be completed and the Fund will proceed to terminate on December 31, 2024, its scheduled termination date. See “The Offer—Section 5—Termination Threshold.”

On October 10, 2024, there were 27,926,793.602 Shares issued and outstanding. The Fund has been advised that neither its Trustees nor its investment adviser intend to tender any Shares pursuant to the Offer. An executive officer of the Fund may tender his or her Shares pursuant to the Offer, in which case he or she will be subject to the same conditions of the Offer as all other shareholders of the Fund.

The Fund reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving notice of such extension to the Depositary and making a public announcement thereof. The Fund makes no assurance that it will extend the Offer. See “The Offer—Section 15—Extension of Tender Period; Termination; Amendments.”

Unless the Expiration Date for the Offer is extended, shareholders will not receive the November and December 2024 dividend distributions on tendered Shares. Shareholders tendering Shares are entitled to receive all dividends with an “ex date” on or before the Expiration Date, provided that they own Shares as of the dividend record date. Shareholders will not receive the November or December 2024 dividend distributions on tendered Shares unless the Expiration Date is extended because the record dates for these distributions will be after the completion of the Offer.

2. PROCEDURES FOR TENDERING SHARES

A. Proper Tender of Shares

Holders of Shares that are registered in the name of a Nominee Holder, such as a broker, dealer, commercial bank, trust company or other nominee, should contact such firm if they desire to tender their Shares.

For Shares to be properly tendered pursuant to the Offer, the following must occur prior to 5:00 p.m. New York City time on the Expiration Date:

(i)

A properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, (or an Agent’s Message in the case of a book-entry transfer, as described below under “C. Book-Entry Delivery Procedure”), and any other documents required by the Letter of Transmittal must be received by the Depositary at its address set forth on the inside cover page of this Offer to Purchase; and

(ii)	The tendering shareholder must comply with the book-entry delivery procedure described below under “C. Book-Entry Delivery Procedure”; or

(iii)

Shareholders must comply with the Guaranteed Delivery Procedure described below under “D. Guaranteed Delivery Procedure.”

If the Letter of Transmittal is signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Fund of their authority to so act.

Letters of Transmittal representing Shares should be sent to the Depositary; they should not be sent or delivered to the Fund.

Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder make it unlawful for any person, acting alone or in concert with others, to tender shares in a partial tender offer for such person’s own account unless at the time of tender, and at the time the shares are accepted for payment, the person tendering has a net long position equal to or greater than the amount tendered in (i) shares, and will deliver or cause to be delivered such shares for the purpose of tender to the person making the offer within the period specified in the offer, or (ii) an equivalent security and, upon acceptance of his or her tender, will acquire shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the offer, and will deliver or cause to be delivered the shares so acquired for the purpose of tender to the person conducting the tender offer prior to or on the expiration date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

The acceptance of Shares by the Fund for payment will constitute a binding agreement between the tendering shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the tendering shareholder’s representation that (i) such shareholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act and (ii) the tender of such Shares complies with Rule 14e-4.

By submitting the Letter of Transmittal, a tendering shareholder shall, subject to and effective upon acceptance for payment of the Shares tendered, be deemed in consideration of such acceptance to sell, assign and transfer to,

or upon the order of, the Fund all right, title and interest in and to all the Shares that are being tendered (and any and all dividends, distributions, other Shares or other securities or rights declared or issuable in respect of such Shares after the Expiration Date) and irrevocably constitute and appoint the Fund the true and lawful agent and attorney-in-fact of the tendering shareholder with respect to such Shares (and any such dividends, distributions, other Shares or securities or rights), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) transfer ownership of such Shares (and any such other dividends, distributions, other Shares or securities or rights), together, in either such case, with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary of the purchase price, and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any such other dividends, distributions, other Shares or securities or rights), all in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney given by the tendering shareholder with respect to such Shares (and any such dividends, distributions, other shares or securities or rights) will, without further action, be revoked and no subsequent powers of attorney may be given by the tendering shareholder with respect to the tendered Shares (and, if given, will be null and void).

By submitting a Letter of Transmittal, and in accordance with the terms and conditions of the Offer, a tendering shareholder shall be deemed to represent and warrant that: (a) the tendering shareholder has full power and authority to tender, sell, assign and transfer the tendered Shares (and any and all dividends, distributions, other Shares or other securities or rights declared or issuable in respect of such Shares after the Expiration Date); (b) when and to the extent the Fund accepts the Shares for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the tendering shareholder will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares (and any and all dividends, distributions, other Shares or securities or rights declared or issuable in respect of such Shares after the Expiration Date); and (d) the tendering shareholder has read and agreed to all of the terms of the Offer, including this Offer to Purchase and the Letter of Transmittal.

B. Signature Guarantees and Method of Delivery

Signatures on the Letter of Transmittal are required to be guaranteed if a check for cash is to be issued in a name other than that of the registered owner of such Shares. In such instance, all signatures on the Letter of Transmittal must be guaranteed by an eligible guarantor acceptable to the Depositary (an “Eligible Guarantor”). An eligible guarantor includes a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program (“STAMP”), or a bank, broker, dealer, credit union, savings association or other entity that is an “Eligible Guarantor Institution” as such term is defined in Rule 17Ad-15 under the Exchange Act. If Shares are tendered for the account of an institution that qualifies as an Eligible Guarantor, signatures on the Letter of Transmittal are not required to be guaranteed. If the Letter of Transmittal is signed by a person or persons authorized to sign on behalf of the registered owner(s), then the Letter of Transmittal must be accompanied by documents evidencing such authority to sign to the satisfaction of the Fund.

THE METHOD OF DELIVERY OF ANY DOCUMENTS IS AT THE ELECTION AND RISK OF THE PARTY TENDERING SHARES. IF DOCUMENTS ARE SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED.

C. Book-Entry Delivery Procedure

The Depositary will establish accounts with respect to the Shares at The Depository Trust Company (“DTC”) for purposes of the Offer up to 5:00 p.m. New York City time on the Expiration Date. Any financial institution that is a participant in any of DTC’s systems may make delivery of tendered Shares by (i) causing DTC to transfer

such Shares into the Depositary’s account in accordance with DTC’s procedure for such transfer; and (ii) causing a confirmation of receipt of such delivery to be received by the Depositary. DTC may charge the account of such financial institution for tendering Shares on behalf of shareholders. Notwithstanding that delivery of Shares may be properly effected in accordance with this book-entry delivery procedure, the Letter of Transmittal, with signature guarantee, if required, or, in lieu of the Letter of Transmittal, an Agent’s Message (as defined below) in connection with a book-entry transfer, must be transmitted to and received by the Depositary at the appropriate address set forth on the inside cover page of this Offer to Purchase before 5:00 p.m. New York City time on the Expiration Date.

The term “Agent’s Message” means a message from DTC transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book-entry transfer (a “Book-Entry Confirmation”), which states that DTC has received an express acknowledgment from the DTC participant (“DTC Participant”) tendering the Shares that are the subject of the Book-Entry Confirmation that (i) the DTC Participant has received and agrees to be bound by the terms of the Letter of Transmittal; and (ii) the Fund may enforce such agreement against the DTC Participant.

DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC’S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY FOR PURPOSES OF THIS OFFER.

D. Guaranteed Delivery Procedure

If time will not permit the Letter of Transmittal and other required documents to reach the Depositary prior to the Expiration Date, you may properly tender Shares if the following three conditions are met:

(i)	You make such tenders by or through an Eligible Guarantor;

(ii)	The Depositary receives, prior to 5:00 p.m. New York City time on the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Fund (delivered by mail, or email transmission); and

(iii)

A Book-Entry Confirmation, together with a properly completed and duly executed Letter of Transmittal (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other documents required by the Letter of Transmittal, are received by the Depositary within two NYSE trading days after the execution date of the Notice of Guaranteed Delivery.

E. Determination of Validity

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Depositary, in its sole discretion, whose determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined by it not to be in appropriate form or good order, or the acceptance of or payment for which may, in the opinion of the Fund’s counsel, be unlawful. The Fund also reserves the absolute right to waive any defect in any tender with respect to any particular Shares or any particular shareholder, and the Fund’s interpretations of the terms and conditions of the Offer will be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such times as the Fund shall determine. Tendered Shares will not be accepted for payment unless any defects or irregularities have been cured or waived within such time. Neither the Fund, the Depositary nor any other person shall be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give such notice.

F. Federal Income Tax Withholding

Backup Withholding. To prevent backup federal income tax withholding equal to 24% of the gross payments made pursuant to the Offer, each shareholder must notify the Depositary of such shareholder’s correct taxpayer identification number (or certify that such taxpayer is awaiting a taxpayer identification number) and provide certain other information by completing the Substitute Internal Revenue Service (“IRS”) Form W-9, if one is

included with the Letter of Transmittal. Gross proceeds paid to a shareholder may also be subject to backup withholding if the IRS notifies the Fund or Depositary that the shareholder is subject to backup withholding. Non-U.S. Shareholders (as that term is defined in the next paragraph) who have not previously submitted an IRS Form W-8 (W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, or W-8IMY) to the Fund must do so in order to avoid backup withholding. Such form (and additional IRS forms) may be obtained from the Depository or from the IRS at www.irs.gov. Additionally, an IRS Form W-8 is generally valid from the date signed until the last day of the third succeeding calendar year. If you submitted an IRS Form W-8 prior to this three-year period, or any information on the IRS Form W-8 that you submitted has changed, you generally must submit a new IRS Form W-8 to avoid backup withholding.

U.S. Withholding at the Source. Because the Fund cannot determine whether a payment made pursuant to the Offer should be characterized as an “exchange” or a “dividend” for federal income tax purposes at the time of the payment, any payment to a tendering shareholder who is a nonresident alien individual, a foreign trust or estate or a foreign corporation, as such terms are defined in the Code (a “Non-U.S. Shareholder”), that does not hold its Shares in connection with a trade or business conducted in the United States (a “U.S. trade or business”) generally will be treated by the Fund as a dividend for federal income tax purposes and generally will be subject to federal income withholding tax at the rate of 30%. This 30% U.S. withholding tax will apply even if a Non-U.S. Shareholder has provided the required certification to avoid backup withholding (unless a reduced rate under an applicable tax treaty or exemption applies). A tendering Non-U.S. Shareholder who is not engaged in a U.S. trade or business and who realizes a capital gain on a tender of Shares will not be subject to federal income tax on such gain, unless the Shareholder is an individual who is physically present in the United States for 183 days or more during the taxable year and certain other conditions are satisfied. A tendering Non-U.S. Shareholder who realizes a capital gain may be eligible to claim a refund of the withheld federal income tax by filing a federal income tax return if the shareholder can demonstrate that the proceeds were not dividends. Special rules may also apply in the case of Non-U.S. Shareholders that are: (i) former citizens or residents of the United States; or (ii) subject to special rules such as “controlled foreign corporations.” Non-U.S. Shareholders are advised to consult their own tax advisers.

Foreign Account Tax Compliance Act (“FATCA”) Withholding. Because the Fund cannot determine whether a payment made pursuant to the Offer should be characterized as an “exchange” or a “dividend” for federal income tax purposes at the time of the payment, the Fund will withhold a 30% tax on any payment to a tendering shareholder that is a foreign financial institution or non-financial foreign entity that fails to comply (or be deemed compliant) with extensive reporting and withholding requirements under FATCA designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. The Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.

Additional Information. For an additional discussion of federal income tax withholding as well as a discussion of certain other federal income tax consequences to tendering shareholders, see “The Offer—Section 14—Material Federal Income Tax Consequences.”

3. WITHDRAWAL RIGHTS

Except as otherwise provided in this Section 3, tenders of Shares made pursuant to the Offer will be irrevocable. If you desire to withdraw Shares tendered on your behalf by a Nominee Holder, you may withdraw by contacting that firm and instructing them to withdraw such Shares. You have the right to withdraw tendered Shares at any time prior to 5:00 p.m. New York City time on the Expiration Date. Upon terms and subject to the conditions of the Offer, the Fund expects to accept for payment properly tendered Shares promptly after the Expiration Date. You may not withdraw your shares after 5:00 p.m. New York City time, on the Expiration Date, unless the Expiration Date is extended.

To be effective, a written notice of withdrawal must be timely received by the Depositary at the address set forth on the inside cover page of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who deposited the Shares to be withdrawn, the number of Shares to be withdrawn, and the names in which the Shares to be withdrawn are registered. Shareholders should contact the Information Agent for instructions if they wish to submit a notice of withdrawal.

If Shares have been delivered pursuant to the book-entry delivery procedure (set forth in “The Offer—Section 2—Procedures for Tendering Shares”), any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Shares (which must be the same name, number, and book-entry transfer facility from which the Shares were tendered), and must comply with the procedures of DTC.

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Depositary, in its sole discretion, whose determination shall be final and binding. Neither the Fund, the Depositary nor any other person is or will be obligated to give any notice of any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give any such notice. Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following the procedures described in “The Offer—Section 2—Procedures for Tendering Shares,” prior to 5:00 p.m. New York City time on the Expiration Date.

4. PAYMENT FOR SHARES

For purposes of the Offer, the Fund will be deemed to have accepted for payment (and thereby purchased) Shares that are properly tendered and not properly withdrawn when, as and if, it gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, the Fund will, promptly after the Expiration Date, accept for payment (and thereby purchase) Shares properly tendered prior to 5:00 p.m. New York City time on the Expiration Date.

Payment for Shares accepted for payment pursuant to the Offer will be made by the Depositary out of funds made available to it by the Fund. The Depositary will act as agent for the Fund for the purpose of effecting payment to the tendering shareholders. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) a properly completed and duly executed Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal, and (ii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering shareholders at the same time and will depend upon when Book-Entry Confirmations of tendered Shares are received in the Depositary’s account at DTC.

If any tendered Shares are not accepted for payment or are not paid because of an invalid tender or if a shareholder withdraws tendered Shares, the shares will be credited to the account from which they were delivered.

The Fund will pay all transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if unpurchased Shares were registered in the name of, any person other than the tendering holder, or if the Shares tendered are held in the name of any person other than the person signing the Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or such other person) payable on account of such transfer will be the responsibility of the transferor and satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted to the Depository. In addition, if certain events occur, the Fund may not be obligated to purchase Shares pursuant to the Offer. See “The Offer—Section 5—Termination Threshold.”

Any tendering shareholder or other payee who fails to complete fully and sign the Substitute IRS Form W-9, if one is included with the Letter of Transmittal, may be subject to federal income tax withholding of 24% of the

gross proceeds paid to such shareholder or other payee pursuant to the Offer. Non-U.S. Shareholders should provide the Depositary with a completed IRS Form W-8 in order to avoid 24% backup withholding. A copy of IRS Form W-8 will be provided upon request from the Depositary. See “The Offer—Section 2—Procedures for Tendering Shares” and “The Offer—Section 14—Material Federal Income Tax Consequences.”

5. TERMINATION THRESHOLD

The completion of the Offer is subject to certain conditions, including that the aggregate net assets of the Fund must equal or exceed $200 million as of the Expiration Date of the Offer, taking into account the amounts that would be paid to shareholders who have properly tendered their Shares.

If the Termination Threshold is not satisfied, the Offer will not be completed and the Fund will proceed to terminate on December 31, 2024, its scheduled termination date.

The Fund reserves the right, at any time during the pendency of the Offer, to terminate, extend or amend the Offer in any respect. If the Fund determines to terminate or amend the Offer or to postpone the acceptance for payment of or payment for Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided in “The Offer—Section 15—Extension of Tender Period; Termination; Amendments.” In the event any of the foregoing conditions are modified or waived in whole or in part at any time, the Fund will promptly make a public announcement of such waiver and may, depending on the materiality of the modification or waiver, extend the Offer period as provided in “The Offer—Section 15—Extension of Tender Period; Termination; Amendments.”

6. PURPOSE OF THE OFFER

The Fund is making this Offer in order to allow common shareholders who do not wish to continue their investment in the Fund to exit their investment at NAV, which is the same measure used to determine the value that shareholders would receive if the Fund terminates on its scheduled termination date. The Offer will take effect only if the Termination Threshold described above is satisfied and the Offer is completed.

In June 2024, the Board of Trustees approved a new 12-year term with a termination date of December 31, 2036, contingent upon the completion of the Offer.

Additionally, if the Offer is completed, the Adviser will waive 0.06% of its management fee from December 31, 2024, until December 31, 2025. As a result of the waiver, the Fund’s net management fee, which is applied to managed assets, would be reduced from 0.60% to 0.54%.

NEITHER THE FUND NOR ITS BOARD OF TRUSTEES MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER’S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS, AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.

7. PLANS OR PROPOSALS OF THE FUND

Other than the scheduled termination of the Fund on December 31, 2024, as specified in the Fund’s Declaration of Trust, the Fund has no current plans or proposals, and is not engaged in any negotiations, that relate to or would result in: any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Fund; any purchase, sale or transfer of a material amount of assets of the Fund (other than in its ordinary course of business and in connection with the Offer); any material changes in the Fund’s present capitalization (except as resulting from the Offer or otherwise set forth herein); or any other material changes in the Fund’s structure or business (other than the Restructuring).

In June 2024, the Fund’s Board of Trustees approved amending the Fund’s Declaration of Trust that allows the Board, upon completion of the Offer, to implement a new termination date for the Fund contingent upon the completion of the Offer. In connection with this approval and authorization, the Board of Trustees also approved the implementation of a new termination date for the Fund of December 31, 2036, contingent upon the completion of the tender offer. See “The Offer—Section 12—Certain Information About the Fund.”

8. PRICE RANGE OF SHARES

The Shares are traded on the NYSE. During each completed fiscal quarter of the Fund during the past two fiscal years the highest and lowest NAV and market price per Share were as follows:


	NAV (s)				Market Price ($)
Fiscal Quarter Ended	High		Low		High		Low
August 31, 2022	$	18.30	$	17.16	$	19.15	$	16.88
November 30, 2022	$	17.39	$	15.80	$	18.32	$	15.16
February 28, 2023	$	17.56	$	16.73	$	18.02	$	16.06
May 31, 2023	$	17.49	$	16.72	$	17.86	$	16.42
August 31, 2023	$	17.22	$	16.54	$	17.47	$	16.57
November 30, 2023	$	16.76	$	15.44	$	16.99	$	14.35
February 29, 2024	$	17.23	$	16.79	$	16.74	$	15.79
May 31, 2024	$	17.18	$	16.65	$	16.56	$	15.99

The Fund pays dividends monthly. Unless the Expiration Date for the Offer is extended, shareholders will not receive the remaining dividend distributions on tendered Shares. Shareholders tendering Shares are entitled to receive all dividends with an “ex date” on or before the Expiration Date, provided that they own Shares as of the dividend record date. Shareholders will not receive the November or December 2024 dividend distributions on tendered Shares unless the Expiration Date is extended because the record dates for these distributions will be after the completion of the Offer.

The amount and frequency of dividends in the future will depend on circumstances existing at the time.

9. INTEREST OF TRUSTEES AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES

The members of the Board of Trustees of the Fund are: Susan B. Kerley, Jacques P. Perold, Alan R. Latshaw, Karen Hammond, Naïm Abou-Jaoudé, David H. Chow and Richard S. Trutanic.

The principal executive officer of the Fund is Kirk C. Lehneis, President. The principal financial officer of the Fund is Jack R. Benintende, Treasurer. Correspondence to the Trustees and executive officers of the Fund should be mailed to the attention of J. Kevin Gao, Secretary, c/o the Fund at 51 Madison Avenue, New York, New York 10010.

Based upon the Fund’s records and upon information provided to the Fund by its Trustees, executive officers and affiliates (as such term is used in Rule 12b-2 under the Exchange Act), as of October 10, 2024, the Trustees and executive officers of the Fund as a group beneficially owned less than 1% of the outstanding Shares of the Fund.

An executive officer of the Fund may tender his or her Shares pursuant to the Offer., in which case he or she will be subject to the same conditions of the Offer as all other shareholders of the Fund. Based upon the Fund’s records and upon information provided to the Fund by its Trustees, executive officers and affiliates (as such term is used in Rule 12b-2 under the Exchange Act), neither the Fund nor, to the best of the Fund’s knowledge, any of the Trustees or executive officers of the Fund, nor any associates (as such term is used in Rule 12b-2 under the

Exchange Act) of any of the foregoing, has effected any transactions in Shares during the 60 business day period prior to the date hereof.

Except as set forth in this Offer to Purchase, neither the Fund nor, to the best of the Fund’s knowledge, any of its affiliates, Trustees or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any Shares (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any Shares, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations).

10. CERTAIN EFFECTS OF THE OFFER

Effect on Remaining Shareholders, Higher Expense Ratio and Less Investment Flexibility. All shareholders remaining after the Offer will be subject to any increased risks associated with the decrease in the Fund’s aggregate net assets, which may be significant, resulting from the sale of a portion of the Fund’s portfolio securities to fund payment for the tendered Shares (or from sales required to raise cash to make distributions of the Fund’s net investment income and net capital gains). These risks include greater volatility due to decreased diversification. In addition, lower managed assets will result in higher annual operating expenses, may result in less investment flexibility for the Fund, depending on the number of Shares repurchased, and may have an adverse effect on the Fund’s investment performance. The purchase of Shares by the Fund pursuant to the Offer will decrease the Fund’s outstanding shares, which will have the effect of increasing the proportionate interest in the Fund of non-tendering shareholders and may impact the trading discount of the Fund’s shares.

Effect on NAV and Consideration Received by Tendering Shareholders. To pay the aggregate purchase price of Shares accepted for payment pursuant to the Offer, the Fund will be required to sell a significant portion of its portfolio securities. Such portfolio dispositions may occur at time(s) when market conditions are unfavorable. Because the price per Share to be paid in the Offer will be dependent upon the NAV as determined as of the close of ordinary trading on the NYSE on the Expiration Date, if a decline in NAV occurred on or prior to the Expiration Date, the consideration received by tendering shareholders would be less than it otherwise might be.

The Fund is required by law to pay for tendered Shares it accepts for payment promptly after the Expiration Date of this Offer. If on or prior to the Expiration Date the Fund does not have, or believes it is unlikely to have, sufficient cash to pay for all Shares tendered, it may extend the Offer to allow additional time to sell portfolio securities and raise sufficient cash.

Recognition of Income and Capital Gains. As noted, the Fund will be required to sell a portion of its portfolio securities pursuant to the Offer. If the Fund’s tax basis for the securities sold is less than the sale proceeds, the Fund will recognize income or gains. The Fund would expect to distribute to shareholders of record any such income or gains (with capital gains reduced by net capital losses realized during the fiscal year in which the sale occurred, if any, and available capital loss carryforwards) during, or following the end of, the Fund’s fiscal year in which the sale occurred. This recognition and distribution of income and gains, if any, would have two negative consequences: first, shareholders at the time of a declaration of distributions would be required to pay taxes on a greater amount of distributions than otherwise would be the case; and second, to raise cash to make the distributions, the Fund might need to sell additional portfolio securities, thereby possibly being forced to realize and recognize additional income or gains. It is impossible to predict what the amount of unrealized gains or losses would be in the Fund’s portfolio at the time that the Fund is required to liquidate portfolio securities (and hence the amount of income or capital gains or losses that would be realized and recognized).

As of the fiscal year ended May 31, 2024, the Fund had a capital loss carryforward of $80 million, which consists of net realized capital losses from the fiscal year ended May 31, 2024 of $14 million and a capital loss carryforward from 2023 of $66 million. As of May 31, 2024, the Fund had a net unrealized gain position of $9 million.

Some distributed gains may be treated as ordinary income or realized on securities with a holding period of one year or less, which would generate short-term capital gains that are taxable to the shareholders at ordinary income rates. This could adversely affect the Fund’s after-tax performance.

Tax Consequences of Repurchases to Shareholders. The Fund’s purchase of tendered Shares pursuant to the Offer will have tax consequences for tendering shareholders and may have tax consequences for non-tendering shareholders. See “The Offer—Section 14—Material Federal Income Tax Consequences.”

Effect on Leverage. The Fund utilizes leverage in the form of a borrowing facility. Following the completion of the Offer, the Fund may use leverage in accordance with its investment policies. The Fund’s expected smaller asset size may limit the Fund’s ability to engage in leverage and the types and costs of leverage available to the Fund.

Offer Costs. The Adviser is bearing the costs of the Offer, other than costs in connection with the sale of portfolio securities necessary to complete the Offer. Common shareholders of the Fund will bear transaction costs associated with sales of portfolio securities to complete the Offer and/or to reposition the Fund’s portfolio to take advantage of the new 12-year term. Shareholders of the Fund would bear these costs indirectly. MacKay Shields LLC, the Fund’s subadvisor, does not believe that the Fund would incur meaningful transaction costs in either case. It is not possible to precisely quantify transaction costs in transitioning a fixed income portfolio because bonds, unlike equities, do not trade continuously on an exchange with a published bid / ask spread. The secondary market for fixed income securities is a dealer-driven market in which transactions occur over-the-counter at a negotiated price between the Fund and a dealer. The Subadvisor does not expect meaningful mark-ups given the Fund’s current holdings predominantly consist of liquid, U.S. municipal securities.

THE OFFER MAY HAVE CERTAIN ADVERSE CONSEQUENCES FOR TENDERING AND NON-TENDERING SHAREHOLDERS.

11. SOURCE AND AMOUNT OF FUNDS

The aggregate purchase price to be paid by the Fund cannot be determined at this time because the number of Shares to be purchased will depend on the number of Shares tendered, and the price will be 100% of the NAV on the Expiration Date. Based on an Offer for 100% of the Shares and the NAV of $17.02 per share on October 10, 2024, assuming the Offer is subscribed to the maximum extent, the aggregate purchase price of tendered Shares would be $475,393,095.80. The NAV can change every business day. You can obtain current NAV quotations from the Information Agent at 1-866-735-3249.

The monies to be used by the Fund to purchase Shares pursuant to the Offer will be obtained from the proceeds of sales of securities in the Fund’s investment portfolio and from cash on hand.

The Board of Trustees believes that the Fund will have sufficient liquidity after the sale of a portion of the securities in the Fund’s investment portfolio to purchase the Shares that may be tendered pursuant to the Offer. However, if, in the judgment of the Board of Trustees, there is not sufficient liquidity of the assets of the Fund to pay for tendered Shares, the Fund may extend the Offer in accordance with the charter documents of the Fund. See “The Offer—Section 5—Termination Threshold.” The Fund reserves the right to utilize leverage to fund payments for tendered Shares.

12. CERTAIN INFORMATION ABOUT THE FUND

The Fund was organized as a Delaware statutory trust on April 20, 2011, and is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Shares were first issued to the public on June 26, 2012. As a closed-end investment company, the Fund differs from an open-end investment company (i.e., a mutual fund) in that it does not redeem its Shares at the election of a shareholder and does not continuously offer its Shares for sale to the public.

The Fund’s Declaration of Trust provides that the Fund in ordinary circumstances will terminate on December 31, 2024.

In light of the upcoming scheduled termination of the Fund, the Adviser recommended and the Board approved the Restructuring, which includes:

•

An amendment to the Fund’s Declaration of Trust that allows the Board to implement a new termination date contingent upon the completion of the Offer subject to certain conditions;

•

A new 12-year term with a termination date of December 31, 2036, contingent upon the completion of the Offer;

•

This Offer; and

•

An agreement with the Adviser whereby the Adviser will waive 0.06% of its management fee from December 31, 2024, until December 31, 2025, upon completion of the Offer. As a result of the waiver, the Fund’s net management fee, which is applied to managed assets, would be reduced from 0.60% to 0.54%.

If the Restructuring takes effect, the Fund will continue to operate with a termination date of December 31, 2036, and a continued investment in the Fund will involve the same types of risks currently associated with an investment in the Fund. There is no guarantee that the Fund’s investment objective will be achieved.

Comparative Expense Information

The information in the table below reflects the fees and expenses for the Fund’s fiscal year ended May 31, 2024, and the pro forma expenses for the twelve months ended May 31, 2024, for the Fund giving effect to the Restructuring and assuming that the net assets of the Fund attributable to common shares following the Offer will be $200 million and the Fund’s leverage ratio is expected to be approximately 31.5% of managed assets (after their use).


Annual Expenses (as a percentage of net assets applicable to common shares)	NYLI MacKay DefinedTerm Muni Opportunities Fund ⁽¹⁾			NYLI MacKay DefinedTerm Muni Opportunities Fund Pro Forma
Management Fees		0.87	%		0.88	%
Interest Expense on Borrowing		1.92	%		1.94	%⁽²⁾
Other Expenses		0.09	%		0.16	%⁽³⁾
Total Annual Operating Expenses before Fee Waiver		2.88	%		2.98	%
Fee Waivers		—			(0.09	%)⁽⁴⁾
Total Annual Operating Expenses after Fee Waivers		2.88	%		2.89	%

(1)	“Annual Expenses (as a percentage of net assets applicable to common shares)” are based on the expenses of the Fund for the twelve months ended May 31, 2024.

(2)	Interest Expense on Borrowings for the Pro Forma scenario gives effect to the expected decrease in the Fund’s leverage ratio in connection with the Restructuring and assumes the same average interest rate as the Fund incurred for the twelve months ended May 31, 2024.

(3)	Other Expenses for the Pro Forma scenario are restated to reflect the effects of the Restructuring as described above.

(4)	Upon completion of the Offer, the Adviser will waive 0.06% of its management fee from December 31, 2024, until December 31, 2025. As a result of the waiver, the Fund’s net management fee, which is applied to managed assets, would be reduced from 0.60% to 0.54%.

Example: The following examples illustrate the expenses that a shareholder would pay on a $1,000 investment that is held for the time periods provided in the table. The examples assume that all dividends and other distributions are reinvested and that Total Annual Operating Expenses remain the same. For NYLI MacKay DefinedTerm Muni Opportunities Fund Pro Forma, the example reflects the fee and expense waiver for one year in each period. The examples also assume a 5% annual return. The examples should not be considered a representation of future expenses. Actual expenses may be greater or lesser than those shown.


	1 Year		3 Years		5 Years		10 Years
NYLI MacKay DefinedTerm Muni Opportunities Fund	$	29	$	89	$	152	$	320
NYLI MacKay DefinedTerm Muni Opportunities Fund Pro Forma	$	29	$	91	$	156	$	329

The Fund also is a party to certain other service agreements. The Fund is a party to a Transfer Agency and Service Agreement with Computershare Inc. and Computershare Trust Company, N.A. (collectively, “Computershare”). The Fund pays Computershare an annual maintenance fee plus out-of-pocket expenses for the services it provides as transfer, shareholder services and dividend disbursing agent for the Fund.

JPMorgan Chase Bank, N.A. (“JPM”) serves as custodian for the Fund’s portfolio securities pursuant to the Global Custody Agreement entered into with the Fund (the “Custodian Agreement”). Under the Custodian Agreement, custodial fees are charged to the Fund based on the Fund’s net assets and/or the market value of securities held by the Fund and the number of certain transactions incurred by the Fund. The amounts paid by the Fund under these service agreements are disclosed in the Fund’s financial statements, which can be found in the Fund’s annual and semi-annual reports.

The principal executive offices of the Fund are located at 51 Madison Avenue, New York, New York 10010.

13. ADDITIONAL INFORMATION

The Fund is subject to the information and reporting requirements of the 1940 Act and in accordance therewith is obligated to file reports and other information with the U.S. Securities and Exchange Commission (the “SEC”) relating to its business, financial condition and other matters. The Fund has also filed an Issuer Tender Offer Statement on Schedule TO with the SEC. Such reports and other information are available on the EDGAR database of the SEC’s internet site at http://www.sec.gov. You may obtain copies of these reports and other information, after paying a duplicating fee, by sending an e-mail request to: publicinfo@sec.gov.

14. MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a general summary of the federal income tax consequences of a sale of Shares pursuant to the Offer. This discussion is based on current federal income tax law, including without limitation the Code, existing and proposed Treasury regulations, administrative pronouncements and judicial decisions, all as currently in effect and all of which are subject to change, possibly with retroactive effect. This discussion does not apply to a shareholder that is a member of a class of holders subject to special rules (including without limitation a dealer in securities, a trader in securities that elects to use a mark-to-market method of accounting for its securities holdings, a bank, a life insurance company, a tax-exempt organization, a person that owns Shares as part of a hedging, integrated, conversion or constructive sale transaction or as a position in a straddle, investors with “applicable financial statements” within the meaning of section 451(b) of the Code, a partnership or other passthrough entity for federal income tax purposes or a U.S. shareholder whose functional currency for federal income tax purposes is not the U.S. dollar). This summary assumes that the Fund is and will remain a regulated investment company for federal income tax purposes for the taxable year that includes the purchase of Shares pursuant to the Offer. No ruling has been or will be sought from the IRS regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below.

Shareholders should consult their own tax advisers regarding the tax consequences of a sale of Shares pursuant to the Offer, as well as the effects of state, local and foreign tax laws. See also “The Offer—Section 2—Procedures for Tendering Shares—F. Federal Income Tax Withholding.”

Federal Income Tax Consequences to Tendering Shareholders—U.S. Shareholders

In General. A shareholder’s tender of all or a part of its Shares for cash pursuant to the Offer will be a taxable transaction for federal income tax purposes. The tax consequences of the sale will be determined in part under the stock redemption rules of section 302 of the Internal Revenue Code of 1986, as amended (the “Code”). The amount and characterization of income recognized by a shareholder in connection with a sale pursuant to the Offer will depend on whether the sale is treated as an “exchange” or a “dividend” for federal income tax purposes.

Treatment as an Exchange. If the redemption qualifies under any of the provisions of section 302(b) of the Code, as more fully described below, the cash received pursuant to the Offer will be treated as received from the Fund in exchange for the Shares sold. The treatment accorded to such an exchange results in a shareholder recognizing gain or loss equal to the difference between (a) the cash received by the shareholder pursuant to the Offer and (b) the shareholder’s adjusted tax basis in the Shares surrendered. Assuming the Shares are held as capital assets, such recognized gain or loss will be capital gain or loss. If the Shares were held longer than one year, such capital gain or loss generally will be long-term. The maximum federal income tax rate on long-term capital gains for individuals and other non-corporate investors applicable to such a sale of Shares is 20%. If the Shares were held for one year or less, such capital gain or loss generally will be short-term, taxable at the same rate as ordinary income. The maximum federal income tax rate on ordinary income for individuals and other non-corporate investors is currently 37%. However, any loss upon an exchange of Shares held for six months or less generally will be treated as a long-term capital loss to the extent of distributions received or deemed received from the Fund that were treated as long-term capital gain. Additionally, any loss realized upon the exchange of Shares held for six months or less may be disallowed to the extent of any distributions treated as exempt-interest dividends with respect to the Shares. In addition, under certain “wash sales” rules, recognition of a loss on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent a shareholder acquires Shares (including pursuant to a dividend reinvestment plan) within 30 days before or after the date Shares are purchased pursuant to the Offer and, in that event, the basis and holding period of the Shares acquired will be adjusted to reflect the disallowed loss. The deductibility of capital losses is subject to a number of limitations under the Code. The 3.8% Medicare tax discussed below may also apply to a sale of Shares.

Treatment as a Dividend. If none of the provisions under section 302(b) of the Code outlined below are satisfied, a shareholder will be treated as having received a distribution on its Shares. Any such distribution will be treated as taxable dividend income in an amount equal to the entire amount of cash received by the shareholder for its Shares pursuant to the Offer to the extent of the Fund’s current and/or accumulated earnings and profits. Any amounts treated as distributions to shareholders in excess of the Fund’s current and accumulated earnings and profits will be treated as a return of capital to such shareholders to the extent of their basis in their Shares (reducing that basis accordingly) and then as capital gain (which will be long-term or short-term depending on such shareholder’s applicable holding period for the Shares). The 3.8% Medicare tax discussed below may also apply if the cash received by the shareholder for its Shares pursuant to the Offer is treated as a dividend.

Accordingly, the difference between “dividend” and “exchange” treatment is important with respect to the amount (a shareholder’s basis in the tendered Shares will not offset dividend income) and character of income that tendering shareholders are deemed to receive. Although the marginal federal income tax rates for dividends and capital gains remains the same (21%) for corporate shareholders (although certain dividends received by corporate shareholders may be eligible for a dividends received deduction), under the Code the current top income tax rate on ordinary income of individuals and other non-corporate investors (37%) exceeds the maximum tax rate on net capital gains (20%) except to the extent any such dividends are designated by the Fund as qualified dividend income taxable at the same rate as net capital gains. The Fund does not expect that any of

its distributions will be treated as qualified dividend income or be eligible for the corporate dividends received deduction.

Each shareholder’s tax adviser should determine whether that shareholder qualifies under one of the provisions of section 302(b) of the Code. In the event that the transaction is treated as a dividend distribution to a shareholder for federal income tax purposes, such shareholder’s remaining tax basis in the Shares actually redeemed will be added to the tax basis of such shareholder’s remaining Shares in the Fund. In the event that a shareholder actually owns no Shares in the Fund after the redemption, but the transaction is nevertheless treated as a dividend distribution because such shareholder constructively owns Shares in the Fund (see below), such shareholder’s tax basis may, under certain circumstances, be added to Shares in the Fund owned by related persons that were considered constructively owned by such shareholder, or may be lost entirely.

Constructive Ownership of Stock. In determining whether the provisions under section 302(b) of the Code, as described below, are satisfied, a shareholder must take into account not only Shares actually owned by such shareholder, but also Shares that are constructively owned within the meaning of section 318 of the Code. Under section 318 of the Code, a shareholder may constructively own Shares actually owned, and in some cases constructively owned, by certain related individuals and certain entities in which the shareholder or a related individual or entity has an interest. The rules of constructive ownership are complex and must be applied to a particular shareholder’s situation by a tax adviser.

The Provisions of Section 302(b) of the Code. Under section 302(b) of the Code, a redemption will be taxed as an exchange, and not as a dividend, if it (a) results in a “complete redemption” of all the Shares owned by a shareholder, (b) is “substantially disproportionate” with respect to a shareholder, or (c) is “not essentially equivalent to a dividend” with respect to a shareholder. Each shareholder should be aware that, under certain circumstances, sales, purchases, or transfers of Shares in the market or to or from other parties contemporaneous with sales pursuant to the Offer may be taken into account in determining whether the tests under clause (a), (b), or (c) above are satisfied.

A brief description of the three major applicable provisions of section 302(b) of the Code is as follows:

1. A Complete Redemption of Interest. The receipt of cash by a shareholder will result in a “complete redemption” of all the Shares owned by the shareholder within the meaning of section 302(b)(3) of the Code if either (i) all the Shares actually and constructively owned by the shareholder are sold pursuant to the Offer or (ii) all the Shares actually owned by the shareholder are sold pursuant to the Offer, the only Shares the shareholder constructively owns are actually owned by such shareholder’s family members, and the shareholder is eligible to waive and effectively waives, under procedures described in section 302(c) of the Code, such constructive ownership. Shareholders wishing to satisfy the complete redemption test through waiver of the constructive ownership rules should consult their tax advisers.

2. A Substantially Disproportionate Redemption. The receipt of cash by a shareholder will be “substantially disproportionate” with respect to such shareholder within the meaning of section 302(b)(2) of the Code if (i) the percentage of the total outstanding Shares actually and constructively owned by the shareholder immediately following the sale of Shares pursuant to the Offer is less than 80 percent of the percentage of the total outstanding Shares actually and constructively owned by such shareholder immediately before such sale and (ii) immediately following the exchange, the shareholder actually and constructively owns less than 50% of the total combined voting power of all classes of shares of the Fund.

3. Not Essentially Equivalent to a Dividend. Even if a sale by a shareholder fails to meet the “complete redemption” or “substantially disproportionate” tests, a shareholder may nevertheless meet the “not essentially equivalent to a dividend” test. Whether a specific redemption is “not essentially equivalent to a dividend” depends on the individual shareholder’s facts and circumstances. In any event, the redemption must result in a “meaningful reduction” of the shareholder’s proportionate interest in the Fund. The IRS has indicated in a

published ruling that, in the case of a minority shareholder in a publicly held corporation whose relative stock investment in the corporation was minimal and who exercised no control over corporate affairs, a small reduction in the percentage ownership interest of such shareholder in such corporation (from .0001118 percent to .0001081 percent—a 3.3 percent reduction under the facts of this ruling) was sufficient to constitute a “meaningful reduction.” Shareholders seeking to rely on this test should consult their own tax advisers as to the application of this particular standard to their own situations.

Backup Withholding. The Depositary may be required to withhold 24% of the gross proceeds paid to a shareholder or other payee pursuant to the Offer unless either: (1) the shareholder has completed and submitted to the Depositary the Substitute IRS Form W-9, if one is included with the Letter of Transmittal, providing the shareholder’s taxpayer identification number/social security number and certifying under penalties of perjury: (a) that such number is correct, (b) either that (i) the shareholder is exempt from backup withholding, (ii) the shareholder has not been notified by the IRS that the shareholder is subject to backup withholding as a result of an under-reporting of interest or dividends, or (iii) the IRS has notified the shareholder that the shareholder is no longer subject to backup withholding, (c) the shareholder is a U.S. citizen or other U.S. person (as defined in IRS Form W-9), and (d) the FATCA code(s) entered on the form (if any) indicating that the shareholder is exempt from FATCA reporting is correct; or (2) an exception applies under applicable law and Treasury regulations. Gross proceeds paid to a shareholder may also be subject to backup withholding if the IRS notifies the Fund or Depositary that the shareholder is subject to backup withholding.

Medicare Tax. A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. “Net investment income,” for these purposes, means investment income, including taxable dividends, (including any capital gain dividends) and net gains from taxable dispositions of Fund shares, reduced by the deductions properly allocable to such income. In the case of an individual, the tax will be imposed on the lesser of (1) the shareholder’s net investment income or (2) the amount by which the shareholder’s modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case). This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.

Federal Income Tax Consequences to Tendering Shareholders—Non-U.S. Shareholders

U.S. Withholding at the Source. Because the Fund cannot determine whether a payment made pursuant to the Offer should be characterized as an “exchange” or a “dividend” for federal income tax purposes at the time of the payment, any payments to a tendering shareholder who is a Non-U.S. Shareholder that does not hold its Shares in connection with a trade or business conducted in the United States generally will be treated as a dividend for federal income tax purposes and generally will be subject to U.S. withholding tax at the rate of 30%. This 30% U.S. withholding tax will apply even if the Non-U.S. Shareholder has provided the required certification to avoid backup withholding (unless a reduced rate under an applicable tax treaty or exemption applies). In order to obtain a reduced rate of withholding under an applicable tax treaty, a Non-U.S. Shareholder must deliver to the Depositary before the payment a properly completed and executed IRS Form W-8BEN, W-8BEN-E or other applicable Form W-8. In order to obtain an exemption from withholding on the grounds that the Non-U.S. Shareholder holds its Shares in connection with a trade or business conducted in the United States, the Non-U.S. Shareholder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI. Such forms (and additional IRS forms) may be obtained from the Information Agent or from the IRS at www.irs.gov.

A tendering Non-U.S. Shareholder who is not engaged in a U.S. trade or business and who realizes a capital gain on a tender of Shares will not be subject to federal income tax on such gain, unless the Shareholder is an individual who is physically present in the United States for 183 days or more during the tax year and certain other conditions are satisfied. A tendering Non-U.S. Shareholder who realizes a capital gain may be eligible to claim a refund of the withheld tax by filing a U.S. tax return and demonstrating that it satisfies one of the provisions of section 302 described above or is otherwise able to establish that no withholding or a reduced

amount of withholding is due. Special rules may also apply in the case of Non-U.S. Shareholders that are: (i) former citizens or residents of the United States; or (ii) subject to special rules such as “controlled foreign corporations.” Non-U.S. Shareholders are advised to consult their own tax advisers.

Backup Withholding and Certification Rules. Non-U.S. shareholders have special U.S. tax certification requirements to avoid backup withholding at a rate of 24%, and if applicable, to obtain the benefit of any income tax treaty between the Non-U.S. Shareholder’s country of residence and the United States. To claim these tax benefits, the Non-U.S. Shareholder must provide the Depositary with a properly completed IRS Form W-8BEN (or other IRS Form W-8, where applicable, or their substitute forms) to establish his, her or its status as a Non-U.S. Shareholder, to claim beneficial ownership over Shares, and to claim, if applicable, a reduced rate of or exemption from withholding tax under the applicable treaty. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding.

FATCA Withholding. Because the Fund cannot determine whether a payment made pursuant to the Offer should be characterized as an “exchange” or a “dividend” for federal income tax purposes at the time of the payment, any payment to a tendering shareholder that is a foreign financial institution (“FFI”) or non-financial foreign entity (“NFFE”) generally will be treated as a dividend for federal income tax purposes and may be subject to a 30% FATCA withholding tax. The FATCA withholding tax generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI or otherwise complies with FATCA, as described further below, and (b) by an NFFE, if it certifies its status as such and, in certain circumstances, further: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reports information relating to them. The U.S. Treasury has negotiated intergovernmental agreements (“IGA”) with certain countries that may modify these requirements.

An FFI can avoid FATCA withholding if it is deemed compliant or if it becomes a “participating FFI,” which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (“FFI agreement”) under which it agrees to verify, report and disclose certain of its U.S. accountholders and provided that such entity meets certain other specified requirements. Instead of entering into an FFI agreement, an FFI in a country with an IGA generally will be required to comply with the terms of that IGA (and implementing rules). The FFI will report to the IRS, or, depending on the FFI’s country of residence, to the government of that country (pursuant to the terms and conditions of an applicable IGA and applicable law), which will, in turn, report to the IRS.

Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by U.S. Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE will need to provide the Fund with the applicable IRS Form W-8 (W-8BEN-E, W-8ECI, W-8EXP or W-8IMY) properly certifying the entity’s status under FATCA, and possibly certain other documentation, in order to avoid FATCA withholding. If a tendering shareholder is subject to withholding under both FATCA and either backup withholding or U.S. withholding at the source, the Fund will withhold only under FATCA (subject to an ability by the Fund to elect to backup withhold in certain circumstances).

Non-U.S. Shareholders are urged to consult their own tax advisers regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

Federal Income Tax Consequences to Non-Tendering Shareholders

If the sale of Shares pursuant to the Offer is treated as a “dividend” to a tendering shareholder, a constructive dividend under section 305 of the Code may result to non-tendering shareholders whose proportionate interest in the earnings and assets of the Fund has been increased as a result of such tender. Under section 305 of the Code, a distribution by a corporation of its stock or rights to acquire its stock is treated as a dividend if the distribution (or a series of distributions of which such distribution is one) has the result of (1) the receipt of money or other

property by some shareholders, and (2) an increase in the proportionate interests of other shareholders in the assets or earnings and profits of the corporation. An exception to this rule is provided for a distribution of property incident to an isolated redemption of stock (for example, pursuant to a tender offer).

The Fund does not believe the Offer should cause non-tendering shareholders to realize constructive distributions on their Shares under section 305 of the Code, but rather, the Offer should be treated as an “isolated transaction” within the meaning of Treasury regulations. This is because, among other things, the Fund is not required by its Declaration of Trust, bylaws, federal or state law, or otherwise to redeem any of its Shares prior to its termination date, the Board has a fiduciary duty to the Fund and its shareholders to consider the appropriateness of any share repurchase, and if the Offer is completed, the Restructuring will take effect and the Fund will have no absolute commitment to make any further tender offers subsequent to the present Offer.

The federal income tax discussion set forth above is a summary included for general information purposes only. In view of the individual nature of tax consequences, each shareholder is advised to consult its own tax adviser with respect to the specific tax consequences to it of the Offer, including the effect and applicability of federal, state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS

In accordance with the charter documents of the Fund, the Fund reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by notifying the Information Agent and making a public announcement thereof. In the event that the Fund so elects to extend the tender period, the NAV for the Shares tendered will be computed as of the close of ordinary trading on the NYSE on the newly designated Expiration Date. During any such extension, all Shares previously tendered and not purchased or withdrawn will remain subject to the Offer. In accordance with the charter documents of the Fund, the Fund also reserves the right, at any time and from time to time up to and including the Expiration Date, to (a) terminate the Offer and not to purchase or pay for any Shares; and (b) amend the Offer in any respect by making a public announcement thereof. Such public announcement will be issued not later than 9:30 a.m. New York City time not later than the next business day after the previously scheduled Expiration Date and will disclose the approximate number of Shares tendered as of that date. Without limiting the manner in which the Fund may choose to make a public announcement of extension, termination or amendment, except as provided by applicable law (including Rule 13e-4(d)(2), Rule 13e-4(e)(3), and Rule 14e-1(d) under the Exchange Act), the Fund shall have no obligation to publish, advertise or otherwise communicate any such public announcement.

If the Fund materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (i) the Fund increases or decreases the price to be paid for Shares, or the Fund increases or decreases the number of Shares being sought and (ii) the Expiration Date is less than ten business days away, then the Expiration Date will be extended at least ten business days from the date of the notice.

16. FEES AND EXPENSES

The Adviser is bearing the costs of the Offer, other than costs in connection with the sale of portfolio securities necessary to complete the Offer. Common shareholders of the Fund will bear transaction costs associated with sales of portfolio securities to complete the Offer and/or to reposition the Fund’s portfolio to take advantage of the new 12-year term. Shareholders of the Fund would bear these costs indirectly. MacKay Shields LLC, the Fund’s subadvisor, does not believe that the Fund would incur meaningful transaction costs in either case. It is

not possible to precisely quantify transaction costs in transitioning a fixed income portfolio because bonds, unlike equities, do not trade continuously on an exchange with a published bid / ask spread. The secondary market for fixed income securities is a dealer-driven market in which transactions occur over-the-counter at a negotiated price between the Fund and a dealer. The Subadvisor does not expect meaningful mark-ups given the Fund’s current holdings predominantly consist of liquid, U.S. municipal securities.

If you are the holder of record of the Shares and you tender your Shares directly, you will not incur any brokerage fees or commissions or other charges. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee and that firm tenders Shares on your behalf, that firm may charge a fee for doing so. We urge you to consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any such charges will apply. Neither the Fund nor the Adviser will not pay to any broker or dealer, commercial bank, trust company or other firm any solicitation fee for any Shares purchased pursuant to the Offer. The Adviser will reimburse such firms for customary handling and mailing expenses incurred in forwarding the Offer. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of the Fund or the Depositary for purposes of the Offer.

The Fund has retained Georgeson LLC to act as information agent (“Information Agent”) and Computershare Trust Company, N.A. to act as depositary (“Depositary”). The Adviser will pay the Information Agent and the Depositary reasonable and customary compensation for their services and will also reimburse them for certain out-of-pocket expenses and indemnify them against certain liabilities.

17. MISCELLANEOUS.

The Offer is not being made to, nor will the Fund accept tenders from, owners of Shares in any jurisdiction in which the Offer or its acceptance would not comply with the securities or Blue Sky laws of that jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Offer or the tender of Shares would not be in compliance with the laws of that jurisdiction. However, the Fund reserves the right to exclude holders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as the Fund makes a good faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusions of holders residing in that jurisdiction is permitted under Rule 13e-4(f)(9) under the Exchange Act.

NYLI MacKay DefinedTerm Muni Opportunities Fund

October 17, 2024

Ex-(a)(1)(ii)

NYLI MacKay DefinedTerm Muni Opportunities Fund

MR A SAMPLE

DESIGNATION (IF ANY)

ADD 1

ADD 2

ADD 3

ADD 4

ADD 5

ADD 6

C 1234567890 MMD

Tax ID certification on file: <Certified Y/N>

TOTAL SHARES 1234567890

LETTER OF TRANSMITTAL TO TENDER SHARES OF NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND

Pursuant to the Offer to Purchase dated October 17, 2024, NYLI MacKay DefinedTerm Muni Opportunities Fund (the “Fund”) has offered to purchase up to 100% of its common shares. The offer expires at 5:00 p.m., New York City time, on November 14, 2024, unless extended. See Instructions on the reverse side.

I/we, the undersigned, hereby surrender to you for tendering the share(s) identified below. I/we hereby agree to the terms and conditions of the Offer to Purchase dated October 17, 2024 (“Offer to Purchase”). I/we hereby certify and warrant that: (i) I/we have received and read the Offer to Purchase; (ii) I/we have complied with all instructions on the reverse side of this Letter of Transmittal and the requirements of the Offer to Purchase; (iii) I/we have full authority to give the instructions in this Letter of Transmittal; and (iv) the shares identified below are free and clear of all liens, restrictions, adverse claims and encumbrances.

Please complete the back if you would like to transfer ownership or request special mailing.

Total Shares (Book-Entry)

1234567890

Signature: This form must be signed by all of the registered holder(s). If this Letter of Transmittal is signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Fund of their authority to so act, or in lieu of evidence guaranteed by an Eligible Institution. Additionally, if any of the tendered Shares are held of record by two or more joint holders, all such holders must sign this Letter of Transmittal.



Signature of Shareholder	Date	Daytime Telephone #

Signature of Shareholder	Date	Daytime Telephone #


PLACE AN X IN ONE TENDER BOX ONLY
2		3
☐ Tender All	or	☐ Partial Tender

		WHOLE SHARES FRACTIONS

1 2 3 4 5 6 7 8 9 0 1 2 T E N D N B B C 0 1

01UQ0J

Document Number


4 Special Transfer Instructions		5 Special Mailing Instructions

If you want your check for cash to be issued in another name, fill in this section with the information for the new account/payee name.	Signature Guarantee Medallion (Title of Officer Signing this Guarantee)	Fill in ONLY if you want your check for cash to be mailed to someone other than the registered holder or to the registered holder at an address other than that shown on the front of this Letter of Transmittal.

Name (Please Print First, Middle & Last Name)	(Name of Guarantor - Please Print)	Name (Please Print First, Middle & Last Name)

Address (Number and Street) (City, State & Zip Code) (Tax Identification or Social Security Number)	(Address of Guarantor Firm)	Address (Number and Street) (City, State & Zip Code)

INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL

1. Sign, date and include your daytime telephone number in this Transmittal form in Box 1. After completing all other applicable sections, return this Letter of Transmittal in the enclosed envelope. The method of delivery of any documents is at the election and risk of the tendering shareholder. If documents are sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested.

2. If you are tendering all your shares for cash, please check this box only.

3. If you are tendering some of your shares for cash, please check the box, indicate the number of shares you wish to tender and receive in cash.

4. If you want your check for cash to be issued in another name, fill in Box 4. Special Transfer Instructions must be medallion guaranteed.

5. Complete Box 5 only if your check for cash is to be delivered to a person other than the registered holder or to the registered holder at a different address.

Form W-9: Under U.S. Federal Income Tax law, a stockholder is required to provide Computershare with such shareholder’s correct Taxpayer Identification Number. If your Taxpayer Identification Number is not certified on our records, we have enclosed a Form W-9 for you to complete and return. Failure to provide the information on the form may subject you to backup withholding on any reportable payment. If you are a foreign individual seeking to qualify as an exempt recipient from backup withholding, you must complete and submit the enclosed Form W-8BEN to Computershare.

The Information Agent for the Offer is:

Georgeson LLC

All Holders Call Toll Free: (866) 735-3249

The Depositary for the Offer is:

Computershare

By Mail:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

P.O. Box 43011 Providence, RI 02940-3011

By Registered, Certified or Express Mail or Overnight Courier:

Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V, Canton, MA 02021

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Computershare PO Box 43078 Providence, RI 02940-3078 www.computershare.com/investor Name Address City, State, Zip Holder Account Number Company Name Use black ink. Print in CAPITAL letters inside the grey areas as shown in this example. A B C 1 2 3 X Form W-9 Request for Taxpayer Identification Number and Certification Dear Shareholder: Our records indicate that your U.S. Social Security Number or Employer Identification Number is not certified. If this Form W-9 is not completed and returned, your account may be subject to backup withholding at the applicable tax rate on all dividends and sale proceeds. For joint tenant accounts, the TIN provided must belong to the first owner listed above to avoid backup withholding. A Taxpayer Identification Number (TIN) Enter your TIN for the above registered name and address in the appropriate box. For individuals, this is your Social Security number (SSN). For other entities, it is your Employer Identification Number (EIN). COMPLETE ONLY ONE BOX. Social Security Number Employer Identification Number OR B Federal Tax Classification Check appropriate box (required); check only ONE of the following boxes: Individual/Sole Proprietor or Single-Member LLC C Corporation S Corporation Partnership Trust/Estate Note: For a single-member LLC that is disregarded, check the appropriate box above for the tax classification of the single-member owner. C Exempt Payee Code (if any) If you are exempt from backup withholding, enter in the Exemptions box, any code that may apply to you. See Exempt payee codes on the back of this form. D Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct Taxpayer Identification Number, and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined on reverse). 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct (defined on reverse). Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. This form must be signed and dated for us to accept as proper certification. Sign Here Signature of U.S. Person - Please keep signature within the box Date (mm/dd/yyyy) Daytime Telephone Number Send form to Computershare. Do not send to the IRS. Limited Liability Company or Other Classification If you are an LLC or Other Classification, do not complete this form. You must complete an IRS Form W-9. This form can be found on the IRS website at www.irs.gov. See Limited Liability Company or Other Classification on the back of this form for more information. Exemption from FATCA reporting code (if any) Not Applicable (Applies to accounts maintained outside the U.S.) E 2 3 U W 9 022W0A_PRV78_WEB

Reset Form Computershar + Computershome PO Box 505005 Lauville, KY 40233-5005 www.computershare.com/investor Aline Cty Holder Account Number Company Name Use back ink Protin CAPITAL ters made the grey ABC 123 X Form W-9 Request for Taxpayer Identification Number and Certification Dear Shareholder: Our records indicate that your U.S. Social Security Number or Employer identification Number is not certified. If this Form W- is not completed and returned, your account may be subject to backup withholding at the applicable tax rate dividends and sale proceeds. For joint tenant accounts, the TIN provided must belong to the first owner listed above to avoid backup withholding. A Taxpayer Identification Number (TIN) TIN for the above registered name and address in the appropriate box Enter your TIN for For individuals, For other antiles, it is your Emplayer Identification Number (EN) COMPLETE ONLY ONE BOX this is your Social Security number (SSN), Social Security Number Employer derdication Number OR B Federal Tax Classification ck appropriate bou requinid check only ONE of the blowing boxes Individual Suie Limited Liability Company Proprietor or Single Menter LLC C Corporaton 5 Corporation Partnership Trust Estade Other Classification Form WG. Thus tam can be fund on the t Nate. For a single-nenter LLC that is doregarded, check the approptale box above the laxation of the single-menber Company over Classitorn on the back Exempt Payee Code (if any) If you an exengt bom backup withholding, enter in the Examplions box, any code that may apply to you See Exempt payee codes on the back of the lom (Apples to 300 Not Applicable DCertification Under penalties of perqury, I centity that The number shown on this form is my comect Taxpayer Identification Number, and I am not subject to backup withholding because: (a) am exempt from backup withholding, or (hii have not been notified by the intonal Revenue Senice (IRS) that I am subject to backup withholding as a result of a fallure to report all etterest or dividends, or the IRS has notiled me that I am no longer subject to backup withholding, and . Tama US citzen or sther US. person (defined on reverse) verse) al interest and dividends on your tax retum This form must be signed and dated for us to accept as proper certification. Sign Here Sicuture of US. Person-Please keto signature within the box Date (mnad/yyyy Sand form to Computenshare. De not send to the IRS. Daytme Telephone Number E23UW9 OUMIA LOUS WEB

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How to complete this form Backup Withholding The Internal Revenue Service (IRS) requires us to withhold taxes for the applicable rate of backup withholding for U.S. persons without a W-9 tax certification who are not otherwise exempt. Parties acting as disbursement agents, such as Computershare, must withhold and pay to the IRS the applicable tax rate of such payments under certain conditions. This is called backup withholding. Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, and royalties. Supplying us with your correct Taxpayer Identification Number (TIN), and signing this form will generally allow you to receive your payments without being subject to backup withholding. Failure to supply your TIN, or supplying us with an incorrect TIN, could result in a $50.00 penalty being assessed by the IRS. Receipt of a completed Form W-9 will discontinue backup withholding unless otherwise required. What Name and Number To Give the Requester For this type of account: 1. Individual 2. Two or more individuals (joint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or disregarded entity owned by an individual 6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A)) Give name and SSN of: The individual The actual owner of the account or, if combined funds, the first individual on the account The minor The grantor-trustee The actual owner The owner The grantor For this type of account: 7. Disregarded entity not owned by an individual 8. A valid trust, estate, or pension trust 9. Corporation or LLC electing corporate status on Form 8832 or Form 2553 10. Association, club, religious, charitable, educational, or other tax- exempt organization 11. Partnership or multi-member LLC 12. A broker or registered nominee 13. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B)) Give name and EIN of: The owner Legal entity The corporation The organization The partnership The broker or nominee The public entity The trust Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following codes identify payees that are exempt from backup withholding: 1 -- An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2 -- The United States or any of its agencies or instrumentalities 3 -- A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4 -- A foreign government or any of its political subdivisions, agencies, or instrumentalities 5 -- A corporation 6 -- A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States 7 -- A futures commission merchant registered with the Commodity Futures Trading Commission 8 -- A real estate investment trust 9 -- An entity registered at all times during the tax year under the Investment Company Act of 1940 10 -- A common trust fund operated by a bank under section 584(a) 11 -- A financial institution 12 -- A middleman known in the investment community as a nominee or custodian 13 -- A trust exempt from tax under section 664 or described in section 4947 Limited Liability Company or Other ClassificationIf you are a Limited Liability Company or Other entity, complete an IRS Form W-9 found on the IRS website www.irs.gov. Be sure to include the information required in the IRS instructions for a Limited Liability Company (LLC) or for Other entities on page 2. Return the completed form to the address below. Definition of a U.S. Person. For federal tax purposes, you are considered a U.S. person if you are: An individual who is a U.S. citizen or U.S. resident alien, I A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, An estate (other than a foreign estate), or I A domestic trust (as defined in Regulations Section 301.7701-7). Exemption from FATCA reporting: If you are submitting this form for an account that is maintained in the United States, you are exempt from FATCA reporting. Please return the completed form to: DID YOU KNOW? You can certify your account online by visiting us at the website on the reverse side of this form. While online, join the thousands of shareholders that have signed up for electronic delivery! Computershare Tax Operations PO Box 43078 Providence, RI 02940-3078 21UW9_01QDHB_PRV78_WEB

How to complete this form Backup Withholding The Intemal Revenue Service (IRS) requires us to withhold taxes for the applicable rate of backup withholding for U.S. persons without a W-9 tax certification who are not otherwise exempt. Parties acting as disbursement agents, such as Computershare, must withhold and pay to the IRS the applicable tax rate of such payments under certain conditions. This is called “backup withholding Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, and royalties. Supplying us with your correct Taxpayer identification Number (TIN), and signing this form will generally allow you to receive eve your payments without being subject to backup withholding. Failure to supply your TiN, or supplying us with an incorrect TIN, could result in a 550.00 penalty being assessed by the IRS. Receipt of a completed Form W-9 will discontinue backup withholding unless otherwise required. What Name and Number To Give the Requester For this type of account The usual Scaled tutafut tortured dyingon of Corporation LLC Form 2553 10. Asociation outpos 12 A broker or registered moninge Account with the Department of Agrotu Give name and SSH f The The The The pr The actual owner The The grante Ghe nane and EN of The sponsor The paten The trokar or nominer Exempt payee code. Generalncluding sole proprietors) not from sakup withholding Oppon Corporations are not exempt from backup withing for pants made in settement of paytd party to tran Nate you are vergonha thÆ°á»ng th The town codesstyper skerpt fom Sackup hÆ°Æ¡ng 2- The United States the requirements of se Agamat any of typu dao Anet wth the Future Thang 3-At ently tend they hey 140 12-known in the stunty sanoneer catatan 13-Armored insacion Form 1000 Fing Momot Limited Liability Company or Other Classification If you are a Limited Liability Company or Other entity, complete an IRS Form W-9 found on the IRS website www.its.goy. Be sure to include the information required in the IRS instructions for a Limited Liability Company (LLC) or for Other entities on page 2. Return the completed form to the address below. Definition of a U.S. Person, For federal tax purposes, you are considered a U.S. person if you are An individual who is a U.S. citizen or U.S. resident alien, A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States An estate (other than a foreign estate), or A domestic trust (as defined in Regulations Section 301.7701-7). Exemption from FATCA reporting: if you are submitting this form for an account that is maintained in the United States, you are exempt from FATCA reporting Please return the completed form to: DID YOU KNOW? You can certify your account online by visiting us at the webside on the reverse side of this form While online join the thousands of shareholders that have signed up for electronic delivery! Computershare Tax Operations PO Box 505005 Louisville, KY 40233-5005 200HE LOUS WER

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Computershare PO Box 43078 Providence, RI 02940-3078 www.computershare.com/investor Name of Beneficial Owner and Mailing Address Name Address City, State, Zip Holder Account Number Company Name Use a black pen. Print in CAPITAL letters inside the grey areas as shown in this example. ABC 123 x Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) OMB No. 1545-1621 (Rev. October 2021) Dept. of U.S. Treasury Part I. Identification of Beneficial Owner (see instructions on reverse) The mailing address we have on file is shown above. If your permanent residence address is different than your mailing address, please provide it below. Permanent Residence Address (street, apt. or suite no., or rural route) City or Town/State or Province/Postal Code Country U.S. Taxpayer Identification Number (SSN or ITIN), if required (see instructions) Country of citizenship Foreign Taxpayer Identification Number (TIN) (see instructions) Date of birth (mm/dd/yyyy) (see instructions) Reason foreign taxpayer identification number (TIN) not provided (see instructions) FTIN not legally required Other (Provide Reason) Part II. Claim of Tax Treaty Benefits (for Chapter 3 purposes only) (see instructions) 1. Individuals claiming a reduced treaty rate must enter country of residence. 2. Beneficial owners claiming a special withholding rate if applicable, must complete an IRS Form W-8BEN. See Special Rates and Conditions on the back of this form for more information. 9 I certify that the beneficial owner is a resident of the country at right, within the meaning of the income tax treaty between the United States and that country. Country Part III. Certification -- Sign Here Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that: I am the individual that is the beneficial owner (or am authorized to sign for the individual that is the beneficial owner) of all the income or proceeds to which this form relates or am using this form to document myself for chapter 4 purposes; " The beneficial owner on this form is not a U.S. person; " This form relates to: (a) income not effectively connected with the conduct of a trade or business in the United States; (b) income effectively connected with the conduct of a trade or business in the United States but is not subject to tax under an applicable income tax treaty; (c) the partners share of a partnerships effectively connected taxable income; or (d) the partners amount realized from the transfer of a partnership interest subject to withholding under section 1446(f); " The person named on line 1 of this form is a resident of the treaty country listed on line 9 of the form (if any) within the meaning of the income tax treaty between the United States and that country; and " For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions. Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect. Date (mm/dd/yyyy) Signature of beneficial owner or authorized signatory of beneficial owner Print name of signer Capacity in which acting (if form not signed by beneficial owner) Send form to Computershare. Do not send to the IRS (see reverse for mailing instructions). E 3 9 U W 8 03MCRA_WEB_PRV78

Reset Form Name of Beneficial Owner and Mailing Address A Computershare + Computershore PO Box 505000 40233-5005 www.computershare.com/linvestor Holder Account Number Company Name Use a black pen. Print in armas as shown int thie example ABC 123 X Form W-8BEN Cortificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) Part L. Identification of Beneficial Owner (see instructions on reverse) The malling address we have on file is shown above. If your permanent residence address in different than your mailing address, please provide it below Permanent Resp Cty or Town Proveca Poste Code Coumy Not yet Dher Provide fboy the othe omputershare. Do not send to the IRS (see reverse fo Part II. Claim of Tax Treaty Benefits (for Chapter 3 purposes only) (see instructions) claiming a special withholding rate appctis mutta RS Fom Wh 9th the best of the cutyant with the thuty betsen the United States and that try Part III. Certification Sign Here Courty E37UW8 tructions) + COSTA WER LOU FINE

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Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) (Section references are to the Internal Revenue Code)Do NOT use this form if: Instead, use Form: You are NOT an individual W-8BEN- " You are a U.S. citizen or other U.S. person, including a resident alien individual W-9 " You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the U.S. (other than personal services) W-8ECI " You are a beneficial owner who is receiving compensation for personal services performed in the United States 8233 or W-4 " You are a person acting as an intermediary W-8IMY Note: If you are a resident in a FATCA partner jurisdiction (i.e., a Model 1 IGA jurisdiction with reciprocity), certain tax account information may be provided to your jurisdiction of residence. Purpose of this form: The United States Internal Revenue Service requires that all non-resident alien investors certify their foreign status by completing Form W-8BEN. A Form W-8BEN is also required to claim, if applicable, a reduced rate of withholding as a resident of a foreign country with which the United States has an income tax treaty. Failure to provide a completed Form W-8BEN may result in the imposition of a U.S. backup withholding tax on all payments to your account. Permanent Residence Address Your permanent residence address is the address in the country where you claim to be a resident for purposes of that countrys income tax. If you are completing Form W-8BEN to claim a reduced rate of withholding under an income tax treaty, you must determine your residency in the manner required by the treaty. Do not show the address of a financial institution, a post office box, or an address used solely for mailing purposes. If you do not have a tax residence in any country, your permanent residence is where you normally reside. Country of Citizenship Enter your country of citizenship. If you are a dual citizen, enter the country where you are both a citizen and a resident at the time you complete this form. If you are not a resident in any country in which you have citizenship, enter the country where you were most recently a resident. Reason Foreign Taxpayer Identification Number (TIN) Not Provided If foreign Taxpayer Identification Number (TIN) is not provided, you must enter a reason. U.S. Taxpayer Identification Number (TIN) If applicable, enter your U.S. Social Security Number or your U.S. Individual Taxpayer Identification Number. Do not enter your Canadian Social Insurance Number or your Australian Tax File Number. Capacity in which acting If this form is completed by an agent acting under a duly authorized Power of Attorney, the form must be accompanied by the Power of Attorney in proper form or a copy thereof. Joint Ownership Each beneficial owner of a joint account must complete and return a separate Form W-8BEN. Each form must be individually signed in order to be valid. Foreign Taxpayer Identification Number (TIN) If you are providing this Form W-8BEN to document yourself with respect to a financial account that you hold at a U.S. office of a financial institution, provide the Taxpayer Identification Number (TIN) issued to you by your jurisdiction of tax residence unless: You have not been issued a TIN, or the jurisdiction does not issue TINs. If you have not provided your jurisdiction of residence TIN, provide your reason in the box below. Date of Birth If you are providing this Form W-8BEN to document yourself with respect to a financial account that you hold with a U.S. office of a financial institution, provide your date of birth. Use the following format to input your information: MM-DD-YYYY. Claim of Treaty BenefitsEnter your country of residence if you qualify as a resident under the terms of the treaty. Date Please date the form in the format (mm/dd/yyyy). Signature If the form is not returned with a signature, the form will be treated as invalid and reportable payments will be subject to backup withholding. Special Rates and Conditions If applicable, a beneficial owner must complete a government issue (IRS) Form W-8BEN and submit such original signed form to us at the address shown below. When completing the IRS Form W-8BEN, be sure to include the information required by Part II, Line 10 on such form. This form can be found on the IRS website www.irs.gov. An example of a beneficial owner who might qualify for a special rate under the treaty is claiming a special rate applicable to dividends based on ownership of a specific percentage of stock. Please do not submit any other maintenance or financial requests within the envelope provided. Return your completed form in the enclosed envelope or mail to Computershare Tax Operations, PO Box 43078, Providence, RI 02940-3078, USA DID YOU KNOW? You can certify your account online by visiting us at the website on the reverse side of this form. While online, join the thousands of shareholders that have signed up for electronic delivery! 40UW8_03MCSA_WEB_PRV78

Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) (Section references are to the Intermal Revenue Code) Do NOT use this form it: You are NOT an individual You are a US citoon or other US person, including a resident aim individual You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the US other than personal services You are a beneficial owner who is noeiving compensation for personal seniors pertimed in the United States You are a person acting as an intermediary Instead, use Form: W-8BENE Wa WHIECI 8233 or W-4 W-BMY Note: If you are resident in a FATCA partner jurisdiction (e, a Modet 1 IGA juradiction with reciprocity), certain tox account information may be provided to your jurisdiction of residence Purpose of this form: The United States Intemal Revenue Service requires that all non-resident alien investors certify their foreign status by completing Form W-8BEN, A Form. W-8BEN is also required to claim, if applicable, a reduced rate of withholding as a resident of a foreign country with which the United States has an income tax treaty. Failure to provide a completed Form W-BBEN may result in the imposition of a U.S. backup withholding tax on all payments to your account. Permanent Residence Address Forsign Taxpayer identification Number (TIN) If you are providing this Form W-BEN document yourself with respect to a final account that you yo hold at a US office of a financial institution provide the Taxpay Dertification Number (TIN) sued to you by your jurisdiction of tax residence unless You have not been issued a TIN, or the jurisdicion does not issues. If you have not provide your jurisdiction of residence TIN, provide your reason in the t box below. Date of Birth If you are providing the Form W-BEN document yourself with respect to a financial account that you hold with a US office of a financial institution, provide your date of birth Use the following format to input your information MM-DD-YYYY Claim of Treaty Benefits Enter your country of residence if you quatly as a resident under the terms of the treaty Date Please date the form in the format (mm/yyyy) applicate, beneficial owner cial owner must complete a pove Signature the farm is not returned with a signature, the form will be treated as Invald and reportable payments will be sutyext to backup withholding. fami to us at Spesial Rates and Conditions and submit such ongenal signed f be sure to indufe of a beneficial owner who might quelly for a special rate under the breaty is charming a sperial rate applicable to dividends based on ownership of a specific prof the Address shown be Your permanent residence actress is the in the country where you claim to be a resident for purposes of that country’s income If you are completing Fom W-8BEN to claim a rettuced rate of withholding under an income tax treaty, you must determine your residency in the manner required by the maty Do tot show the actrees of a francut insttution a post ofice bos, address used solely for mailing purposes. If you do not have a tax residencie in any country your permanent nesidence is where you nomaly reside Citizenship Country of Enter your country of citizenship dual citizen, enter the country where you are buth a citzen and a resident at the time you complete this form. If you are not residen any country in which you have tizenship recently a resident Reason Foreign Taxpayer identification Number (TIN) Not Provided If sign Taxpayer Identification Number (TN) is not proveded, you must enter a reaÐ°Ð²Ð¾Ð» U.S. Taxpayer Identification Number (TIN) If applicable, enter your US. Social Security Nunber or your US individual Taxpayer Identification Number. De not enter your Caradan Social Insurance Number or your Australian Tas File Number Capacity in which acting If this form is completed by an agent acting under a duly authorized Power of Altomey the form must be accompanied by the Power of Atomey in proper form or a copy therect Joint Ownership Each beneficial owner of a joint account must complete and return a separate Form W-8BEN. Each form must be Please do not submit any other maintenance or financial requests within the anvelope provided. vidually signed in order to be valld Return y your completed form in the enclosed envelope an er mail to Computtershars Tax Tax Operations, PO Box 505005, Louisville, KY 40233-5005, USA DID YOU KNOW? You can cartify your account ontre by visiting is website on the reverse side of this fom in the thousands of shareholders that have signed up for slectronic delivery Vithile online, join the HUWA WER LOU FIVE

Ex-(a)(1)(iii)

OFFER BY

NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND

TO PURCHASE FOR CASH

UP TO 100% OF ITS ISSUED AND OUTSTANDING

COMMON SHARES OF BENEFICIAL INTEREST

AT 100% OF NET ASSET VALUE PER SHARE

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 14, 2024

(“EXPIRATION DATE”), UNLESS EXTENDED

THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER

OF SHARES BEING TENDERED, BUT IS SUBJECT TO OTHER

CONDITIONS AS OUTLINED IN THE FUND’S OFFER TO

PURCHASE AND IN THE LETTER OF TRANSMITTAL.

October 17, 2024

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We are enclosing herewith the material listed below relating to the offer of NYLI MacKay DefinedTerm Muni Opportunities Fund, a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company (the “Fund”), to purchase up to 100% of its issued and outstanding common shares of beneficial interest, par value $0.001 (the “Shares”), upon the terms and subject to the conditions set forth in its Offer to Purchase dated October 17, 2024 and in the related Letter of Transmittal (which together constitute the “Offer”). The price to be paid for the Shares is an amount per Share equal to 100% of the net asset value per Share as determined by the Fund as of the close of ordinary trading on the New York Stock Exchange on November 14, 2024, or if the Offer period is extended, as of the close of ordinary trading on the NYSE on the newly designated expiration date.

We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own names. Please bring the Offer to their attention as promptly as possible. No fees or commission will be payable to brokers, dealers or other persons for soliciting tenders for Shares pursuant to the Offer. The Fund will, however, upon request, reimburse you for reasonable and customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all transfer taxes on its purchase of Shares, subject to Section 4, “Payment for Shares” of the Offer to Purchase. However, backup withholding at a 24% rate or, in the case of non-U.S. shareholders, 30% withholding under the Foreign Account Tax Compliance Act or 30% (or lower treaty rate) withholding at the source may be required unless either an exemption is proved or the required taxpayer identification information and certifications are provided. See Section 2, “Procedures for Tendering Shares,” of the Offer to Purchase.

For your information and for forwarding to your clients, we are enclosing the following documents:

1.	A letter to shareholders and the Offer to Purchase dated October 17, 2024;

2.	The Letter of Transmittal for your use and to be provided to your clients;

3.	Notice of Guaranteed Delivery;

4.	Form of letter to clients, which may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee); and

5.	Return envelope addressed to the Depositary.

The Offer is not being made to, nor will the Fund accept tenders from, holders of Shares in any State or other jurisdiction in which the Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction.

As described in the Offer to Purchase, the completion of the Offer will be subject to certain conditions, including that the aggregate net assets of the Fund must equal or exceed $200 million as of the expiration date of the Offer, or if the Offer is extended, as of the close of ordinary trading on the NYSE on the newly designated expiration date, taking into account the amounts that would be paid to shareholders who have properly tendered their shares.

NEITHER THE FUND NOR ITS BOARD OF TRUSTEES MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.

Additional copies of the enclosed material may be obtained from the Information Agent at the appropriate address and telephone number set forth in the Fund’s Offer to Purchase. Any questions you have with respect to the Offer should be directed to the Information Agent at its address and telephone numbers set forth in the Offer to Purchase.

Very truly yours,

NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND

/s/ Kirk C. Lehneis

Kirk C. Lehneis

President

Nothing contained herein or in the enclosed documents shall constitute you or any other person the agent of NYLI MacKay DefinedTerm Muni Opportunities Fund or the Depositary/Information Agent or authorize you or any other person to make any statements or use any material on their behalf with respect to the Offer, other than the material enclosed herewith and the statements specifically set forth in such material.

Ex-(a)(1)(iv)

NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND

OFFER TO PURCHASE FOR CASH UP TO 100% OF THE

ISSUED AND OUTSTANDING COMMON SHARES OF

BENEFICIAL INTEREST AT 100% OF NET ASSET VALUE PER SHARE

THE OFFER PERIOD AND WITHDRAWAL RIGHTS

WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME

ON NOVEMBER 14, 2024, UNLESS THE OFFER IS EXTENDED.

October 17, 2024

To Our Clients:

Enclosed for your consideration is the Offer to Purchase, dated October 17, 2024, of NYLI MacKay DefinedTerm Muni Opportunities Fund (the “Fund”), and a related Letter of Transmittal. Together these documents constitute the “Offer.” The Fund is offering to purchase up to 100% of its outstanding common shares of beneficial interest, par value $0.001 (the “Shares”), upon the terms and subject to the conditions set forth in the Offer.

A tender of your Shares can be made only by us as the registered holder and only pursuant to your Instructions. The Offer to Purchase and the Letter of Transmittal are being sent to you for your information only. They cannot be used by you to tender Shares held by us for your account. We are the registered holder of Shares held for your account.

Your attention is called to the following:

(1)

The purchase price to be paid for the Shares is an amount per Share, net to the seller in cash, equal to 100% of the net asset value per Share (“NAV”) in U.S. dollars as determined by the Fund as of the close of ordinary trading on the New York Stock Exchange on November 14, 2024, or if the Offer period is extended, as of the close of ordinary trading on the NYSE on the newly designated expiration date. The current NAV of the Fund will be calculated daily and may be obtained by calling Georgeson LLC, the Information Agent, toll free at 866-735-3249.

(2)	The Offer is not conditioned upon any minimum number of Shares being tendered.

(3)

The completion of the Offer is subject to certain conditions, including that the Fund’s aggregate net assets must equal or exceed $200 million (the “Termination Threshold”) as of the Expiration Date of the Offer, taking into account the amounts that would be paid to shareholders who have properly tendered their shares.

(4)	Tendering shareholders will not be obligated to pay stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer, except in the instances described in Section 4, “Payment for Shares,” of the Offer to Purchase.

(5)	Your instructions to us should be forwarded in ample time before the Expiration Date to permit us to submit a tender on your behalf.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth below. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified below. Your instructions to us should be forwarded as promptly as possible in order to permit us to submit a tender on your behalf in accordance with the terms and conditions of the Offer.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with applicable law.

Neither the Fund nor its Board of Trustees is making any recommendation to any shareholder whether to tender or refrain from tendering Shares in the Offer. Each shareholder is urged to read and evaluate the Offer and accompanying materials carefully.

INSTRUCTIONS

The undersigned acknowledge(s) receipt of our letter, the enclosed Offer to Purchase dated October 17, 2024, and the Letter of Transmittal, relating to the Fund’s purchase of up to 100% of its issued and outstanding Shares at 100% of the NAV per Share.

The undersigned instructs us to tender to the Fund the number of Shares indicated below (which are held by us for the account of the undersigned), upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal that we have furnished to the undersigned.

AGGREGATE NUMBER OF SHARES TO BE TENDERED:

☐	All Shares held for the undersigned;

☐	Shares (Enter number of Shares to be tendered).

PLEASE SIGN HERE

Dated: , 20


Area Code and Telephone Number:


Employer Identification or Social Security Number:

Ex-(a)(1)(v)

NOTICE OF GUARANTEED DELIVERY

FOR TENDER OF COMMON SHARES OF BENEFICIAL INTEREST OF

NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND

This form, or one substantially equivalent hereto, must be used to accept the Offer (as defined below) if time will not permit the Letter of Transmittal and other required documents to be delivered to the Depositary on or before 5:00 p.m., New York City time, on November 14, 2024, or such later date to which the Offer is extended (the “Expiration Date”). Such form may be transmitted by email transmission or mailed to the Depositary, and must be received by the Depositary on or before 5:00 p.m. New York City time on the Expiration Date. See Section 2, “Procedures for Tendering Shares,” of the Offer to Purchase.

The Depositary for the Offer is:

LOGO

Computershare Trust Company, N.A.

By Email Transmission:

(For Eligible Institutions Only)

CANOTICEOFGUARANTEE@computershare.com

THE ABOVE EMAIL ADDRESS CAN ONLY BE USED FOR DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. ANY TRANSMISSION OF OTHER MATERIALS WILL NOT BE ACCEPTED AND WILL NOT BE CONSIDERED A VALID SUBMISSION FOR THE TENDER.

By Mail:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, RI 02940-3011

By Registered, Certified or Express Mail or Overnight Courier:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

150 Royall Street, Suite V

Canton, MA 02021

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH

ABOVE OR TRANSMISSION VIA AN EMAIL ADDRESS OTHER THAN ONE LISTED

ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE ABOVE EMAIL ADDRESS CAN ONLY BE USED FOR DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions thereto, such signature guarantee must appear in the applicable space provided on the Letter of Transmittal.

If you have any questions regarding these materials, you should contact Georgeson LLC, the Information Agent, at (866) 735-3249.

VOLUNTARY CORPORATE ACTIONS: MMD

Ladies and Gentlemen;

The undersigned hereby tenders to NYLI MacKay DefinedTerm Muni Opportunities Fund (the “Fund”), upon the terms and subject to the conditions set forth in its Offer to Purchase, dated October 17, 2024 and the related Letter of Transmittal (which, together with any amendments or supplements to these documents, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares set forth below pursuant to the guaranteed delivery procedures set forth in Section 2, “Procedures for Tendering Shares,” of the Offer to Purchase.


Number of Shares Tendered:

The Depository Trust Company

Account Number:

Name(s) of Record Holder(s):

Address:

Area Code and Telephone Number:

Social Security Number/Taxpayer Identification Number:


Dated: , 20

				Signature(s)

To be effective, this form must be properly completed, signed and delivered, together with your properly completed Letter of Transmittal, to the Depositary at one of the addresses listed on the first page of this Notice of Guaranteed Delivery by the Expiration Date. Do not send your tender materials to New York Life Investment Management LLC, its counsel or the Information Agent.

VOLUNTARY CORPORATE ACTIONS: MMD

GUARANTEE

(Not To Be Used For Signature Guarantee)

The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, the Stock Exchange Medallion Program or an “Eligible Guarantor Institution” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby (a) represents that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), (b) represents that such tender of Shares complies with Rule l4e-4 and (c) guarantees to deliver to the Depositary confirmation of Book-Entry Transfer of such Shares into the Depositary’s accounts at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase), and any other required documents, within two New York Stock Exchange trading days after the date hereof.


Name of Firm:
			(Authorized Signature)
Address:		Name:
			(Please Print)
	City State Zip Code
		Title:


Area Code and Tel. No.:	Dated:	,
		20

VOLUNTARY CORPORATE ACTIONS: MMD

Ex-(a)(5)

NYLI MacKay DefinedTerm Muni Opportunities Fund Announces Commencement of Tender Offer

NEW YORK, October 17, 2024 – NYLI MacKay DefinedTerm Muni Opportunities Fund (the “Fund”) (NYSE: MMD) today commenced a tender offer. The Fund will conduct a tender offer allowing shareholders to offer up to 100% of their shares for repurchase for cash at a price per share equal to 100% of the net asset value per share determined on the date the tender offer expires. The tender offer will expire on November 14, 2024, at 5:00 p.m. Eastern time, or on such later date to which the offer is extended.

“The Fund has provided shareholders with compelling returns and tax-exempt income since its inception,” said Bob DiMella, portfolio manager of the Fund and co-head of MacKay Municipal Managers^TM. “We believe the municipal fixed income markets are poised for another strong decade and are confident that the investment team will continue to successfully implement the Fund’s investment strategy if shareholders elect to remain invested in the Fund.”

The Fund was the #1 performing fund based upon both its price return and its NAV return among 37 Muni National Long closed-end funds over the trailing 10-year period ending September 30, 2024.¹ The Fund has paid steady monthly distributions amounting to $12.43 per share in total since its inception in June 2012, none of which contained return of capital.

The completion of the Fund’s tender offer is subject to certain conditions, including that the aggregate net assets of the Fund must equal or exceed $200 million as of the expiration date of the tender offer, taking into account the amounts that would be paid to shareholders who have properly tendered their shares. If the Fund’s net assets after the tender offer would be less than $200 million, the tender offer shall be cancelled, no common shares will be repurchased and the Fund will dissolve on December 31, 2024. If undertaken, this dissolution may take a significant amount of time and result in the Fund holding large amounts of uninvested cash. As a result, in such a case, there could be times when the Fund is not pursuing its investment objective or is not being managed consistent with its stated investment strategies.

Additional terms and conditions of the tender offer will be set forth in the Fund’s tender offer documents, which will be distributed to common shareholders.

The Fund will declare its regular monthly distribution according to a modified schedule. The following dates will apply to the Fund’s November and December 2024 monthly distributions:

Month

Declaration Date

Ex-Date

Record Date

Payable Date

November 2024

11/1/2024

11/21/2024

11/29/2024

December 2024²

12/2/2024

12/16/2024

12/31/2024

Shareholders participating in the tender offer will not receive the November or December 2024 monthly distributions on tendered shares.

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Fund. Any tender offer will be made only by an offer to purchase, a related letter of transmittal and other documents that will be filed with the Securities and Exchange Commission (“SEC”) as exhibits to a tender offer statement on Schedule TO. Common shareholders should read the Fund’s offer to purchase and tender offer statement on Schedule TO and related exhibits as they contain important information about the Fund’s tender offer. The offer to purchase and related letter of transmittal are available free of charge at the SEC’s website at www.sec.gov and from the Fund by calling your financial advisor or Georgeson, LLC, the information agent for the Fund’s tender offer, at (888) 658-5755.

Over the trailing one-year period ending September 30, 2024, the Fund’s price return and NAV return rank 41 and 39, respectively, among 42 Muni National Long closed-end funds. Over the trailing five-year period ending September 30, 2024, the Fund’s price return and NAV return rank 27 and 7, respectively, among 39 Muni National Long closed-end funds.

²	If necessary.

The Fund’s daily New York Stock Exchange closing prices, net asset values per share, as well as other information are available by clicking here or by calling the Fund’s shareholder servicing agent at (855) 456-9683.

For more insights from MacKay Municipal Managers^™ and our New York Life Investments affiliates click here.

There are risks inherent in any investment, including market risk, interest rate risk, credit risk and the possible loss of principal. There can be no assurance that the Fund’s investment objectives will be achieved. Shares of closed-end funds frequently trade at a discount from their net asset value, which may increase investor risk.

Past performance is no guarantee of future results, which will vary.

About New York Life Investments

With over $727 billion in assets under management as of June 30, 2024, New York Life Investments, a Pensions & Investments’ Top 30 Largest Money Manager³, is comprised of the affiliated global asset management businesses of its parent company, New York Life Insurance Company, and offers clients access to specialized, independent investment teams through its family of affiliated boutiques. New York Life Investments remains committed to clients through a combination of the diverse perspectives of its boutiques and a long-lasting focus on sustainable relationships.

About MacKay Municipal Managers^™

MacKay Municipal Managers^TM is a recognized leader in active municipal bond investing and is entrusted with $77 billion in assets under management, as of 6/30/24. The team manages a suite of highly rated municipal bond solutions available in multiple vehicles. MacKay Municipal Managers^TM is a fundamental relative-value bond manager that combines a top-down approach with bottom-up, credit research. Our investment philosophy is centered on the belief that strong long-term performance can be achieved with a relative value, research driven approach in a highly fragmented, inefficient municipal bond market.

About MacKay Shields LLC

MacKay Shields LLC (together with its subsidiaries, “MacKay”)⁴, a New York Life Investments Company, is a global asset management firm with $144 billion in assets under management⁵ as of June 30, 2024. MacKay manages fixed income strategies for high-net worth individuals and institutional clients through separately managed accounts and collective investment vehicles including private funds, UCITS, ETFs, closed end funds and mutual funds. MacKay provides investors with specialty fixed income expertise across global fixed income markets including municipal bonds, structured credit, corporate credit and emerging markets debt. The MacKay client experience provides investors direct access to senior investment professionals. MacKay maintains offices in New York City, Princeton, Los Angeles, London and Dublin. For more information, please visit www.mackayshields.com or follow us on Twitter or LinkedIn.

Media Contact:

Sara Guenoun | New York Life | (212) 576-4757 | Sara_j_Guenoun@newyorklife.com

Investors Contact:

855-456-9683

New York Life Investment Management ranked 26th largest institutional investment manager in Pensions & Investments’ Largest Money Managers 2024 published June 2024, based on worldwide institutional AUM as of 12/31/23. No direct or indirect compensation was paid for the creation and distribution of this ranking.

⁴	MacKay is a wholly owned subsidiary of New York Life Investment Management Holdings LLC, which is wholly owned by New York Life Insurance Company.

⁵	Assets under management (AUM) as of June 30, 2024 represents assets managed by MacKay LLC and its subsidiaries but excludes certain accounts and other assets over which MacKay continues to exercise discretionary authority to liquidate but which are no longer actively managed.

Ex-(d)(1)

MAINSTAY DEFINEDTERM MUNICIPAL OPPORTUNITIES FUND

MANAGEMENT AGREEMENT

This Management Agreement is hereby made as of the 26th day of June, 2012 (the “Agreement”) between MainStay DefinedTerm Municipal Opportunities Fund, a Delaware statutory trust (the “Fund”) and New York Life Investment Management LLC, a Delaware limited liability company (“NYLIM” or the “Manager”).

W I T N E S S E T H:

WHEREAS, the Fund is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Manager is engaged in rendering investment management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Fund desires to retain the Manager to provide investment advisory and related administrative services to the Fund, and the Manager is willing to provide or procure such services on the terms and conditions hereinafter set forth;

NOW, THERFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows:

ARTICLE I. APPOINTMENT

A. Appointment. The Fund hereby appoints NYLIM to act as Manager to the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to provide the advisory and administrative services herein described, for the compensation herein provided.

ARTICLE II. ADVISORY SERVICES

A. Advisory Duties of Manager. Subject to the supervision of the Board of Trustees of the Fund (the “Board”), the Manager shall manage all aspects of the advisory operations of the Fund and the composition of the Fund’s portfolio, including the purchase, retention and disposition of securities therein, in accordance with the investment objectives, policies and restrictions of the Fund, in conformity with the Declaration of Trust and By-Laws (each as hereinafter defined) of the Fund; under the instructions and directions of the Board; and in accordance with the applicable provisions of the 1940 Act and the rules and regulations thereunder, the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) relating to regulated investment companies and all rules and regulations thereunder, and all other applicable federal and state laws and regulations. In connection with the services provided under this Agreement, the

Ex-(d)(1)

Manager will use its best efforts to manage the Fund so that it will qualify as a regulated investment company under Subchapter M of the Code. In managing the Fund in accordance with the requirements set out in this Section, the Manager will be entitled to receive and act upon advice of counsel for the Fund.

1. Fund Management. The Manager will determine the securities and other instruments to be purchased, sold or entered into by the Fund and place orders with broker-dealers, foreign currency dealers, futures commission merchants or others pursuant to the Manager’s determinations and all in accordance with the policies as set out in the Fund’s Prospectus or as adopted by the Board and disclosed to the Manager. The Manager will determine what portion of the Fund’s portfolio will be invested in securities and other assets and what portion, if any, should be held uninvested in cash or cash equivalents. The Fund will have the benefit of the investment analysis and research, the review of current economic conditions and trends and the consideration of long-range investment policy generally available to the Manager’s investment advisory clients.

2. Selection of Brokers. Subject to the policies established by, and any direction from, the Board, the Manager will be responsible for selecting the brokers or dealers that will execute the purchases and sales for the Fund. The Manager will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Fund’s Registration Statement or as the Board may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for Fund transactions, the Manager will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Manager may be a party. It is understood that neither the Fund nor the Manager has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Manager have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Manager or any subadvisor is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Manager or any subadvisor in connection with its services to other clients.

Subject to the foregoing, it is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having directed a securities transaction on behalf of the Fund to a broker-dealer in compliance with the provisions of Section 28(e) of the Securities Exchange Act of 1934, and the rules and interpretations of the Securities and Exchange Commission (“SEC”) thereunder, or as otherwise permitted from time to time by the Fund’s registration statement.

Ex-(d)(1)

On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Manager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

3. Delegation of Investment Advisory Services. Subject to the prior approval of a majority of the members of the Board, including a majority of the Board who are not “interested persons” and, to the extent required by applicable law, by the shareholders of the Fund, the Manager may, through a subadvisory agreement or other arrangement, delegate to a subadvisor any of the duties enumerated in this Agreement, including the management of all or a portion of the assets being managed. Subject to the prior approval of a majority of the members of the Board, including a majority of the Board who are not “interested persons” and, to the extent required by applicable law, by the shareholders of the Fund, the Manager may adjust such duties, the portion of assets being managed, and the fees to be paid by the Manager; provided, that in each case the Manager will continue to oversee the services provided by such company or employees and any such delegation will not relieve the Manager of any of its obligations under this Agreement.

The Fund and Manager understand and agree that to the extent applicable, the Manager may manage the Fund in a “manager-of-managers” style with either a single or multiple subadvisors, which contemplates that the Manager will, among other things and pursuant to an order or rule issued by the SEC: (i) continually evaluate the performance of each subadvisor to the Fund, if applicable, through quantitative and qualitative analysis and consultations with such subadvisor; (ii) periodically make recommendations to the Board as to whether the contract with one or more subadvisors should be renewed, modified or terminated; and (iii) periodically report to the Board regarding the results of its evaluation and monitoring functions. The Fund recognizes that a subadvisor’s services may be terminated or modified pursuant to the “manager-of-managers” process, and that the Manager may appoint a new subadvisor for a subadvisor that is so removed.

4. Instructions to Custodian. The Manager or any subadvisor shall provide the Fund’s custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.

5. Valuation. The Manager will provide assistance to the Board in valuing the securities and other instruments held by the Fund, to the extent reasonably required by such valuation policies and procedures as may be adopted by the Fund.

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B. Books and Records. The Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by the Manager. The Manager shall render to the Board such periodic and special reports as the Board may reasonably request.

C. Advisory Services Not Exclusive. The Manager’s services to the Fund pursuant to this Agreement are not exclusive and it is understood that the Manager may render investment advice, management and services to other persons (including other investment companies) and engage in other activities, so long as its services under this Agreement are not impaired by such other activities. It is understood and agreed that officers or directors of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, trustees or directors of any other firm, trust or corporation, including other investment companies. Whenever the Fund and one or more other accounts or investment companies advised by the Manager have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with procedures believed by the Manager to be equitable to each entity over time. Similarly, opportunities to sell securities will be allocated in a manner believed by the Manager to be equitable to each entity over time. The Fund recognizes that in some cases this procedure may adversely affect the size of the position that may be acquired or disposed of for the Fund.

ARTICLE III. ADMINISTRATIVE SERVICES

A. Administrative Duties of Manager. The Manager shall (i) furnish the Fund with office facilities; (ii) be responsible for the financial and accounting records required to be maintained by the Fund (excluding those being maintained by the Fund’s custodian and transfer agent except as to which the Manager has supervisory functions) and other than those being maintained by the Fund’s subadvisor, if any; and (iii) furnish the Fund with Board materials, ordinary clerical, bookkeeping and recordkeeping services at such office facilities and such other services as the parties may agree. The Manager will also monitor the Fund’s compliance with its investment and tax guidelines and other compliance policies.

1. Instructions to Custodian. The Manager, a subadvisor or any sub-administrator shall provide the Fund’s custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions.

2. Books and Records. The Manager shall keep the Fund’s books and records required to be maintained by it. The Manager agrees that all records which it maintains for the Fund are the property of the Fund, and it will surrender promptly to the Fund any of such records upon the Fund’s request. Moreover, the Manager shall maintain all books and records with respect to the Fund’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the rules thereunder. The Manager shall render to the Board such periodic and special reports as the Board may reasonably request.

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3. Administrative Services Not Exclusive. The Manager’s services to the Fund pursuant to this Agreement are not exclusive and it is understood that the Manager may render administrative services to other persons and engage in other activities, so long as its services under this Agreement are not impaired by such other activities. It is understood and agreed that officers or directors of the Manager may serve as officers or Trustees of the Fund, and that officers or Trustees of the Fund may serve as officers or directors of the Manager to the extent permitted by law; and that the officers and directors of the Manager are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, trustees or directors of any other firm, trust or corporation, including other investment companies.

4. Delegation of Administration Services. The Manager may enter into one or more contracts with a sub-administrator (“Sub-Administration Contract”) in which the Manager delegates to such sub-administrator any or all its duties specified in this Agreement, provided that the Sub-Administration Contract meets all applicable requirements of the 1940 Act and rules thereunder, as applicable. The Manager will at all times maintain responsibility for providing the administration services and will supervise any sub-administrator.

ARTICLE IV. EXPENSES

A. Expenses Borne by Manager.

1. In connection with the services rendered by the Manager under this Agreement, the Manager will bear all of the following expenses:

(i) The salaries and expenses of all personnel of the Fund and the Manager, except the fees and expenses of Trustees who are not interested persons of the Manager or of the Fund, and the salary (or a portion thereof) of the Fund’s Chief Compliance Officer that the Board approves for payment by the Fund; and

(ii) All expenses incurred by the Manager in connection with managing the investment operations of the Fund other than those assumed by the Fund or administrator of the Fund or other third party under a separate agreement.

2. The Manager agrees to pay (i) all organization costs; and (ii) all offering costs of the Fund (other than sales load but including the reimbursement of underwriting expenses as described in the Fund’s registration statement) that exceed $0.04 per common share of the Fund (as described in the Fund’s registration statement). The terms “organization costs” and “offering costs” shall have the meanings ascribed to them in Sections 8.24 - 8.29 of the AICPA Audit and Accounting Guide, Audits for Investment Companies, with Conforming Changes as of May 1, 2010.

Ex-(d)(1)

B. Expenses Borne by the Fund.

1. The Fund assumes and will pay its expenses, including but not limited to those described below:

(i) The fees of any investment adviser or expenses otherwise incurred by the Fund in connection with the management of the investment and reinvestment of the assets of the Fund;

(ii) Brokers’ commissions and any issue or transfer taxes chargeable to the Fund in connection with its securities transactions on behalf of the Fund;

(iii) Litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business;

(iv) The fees and expenses of Trustees who are not interested persons of the Manager or any investment adviser, and the salary (or a portion thereof) of the Fund’s Chief Compliance Officer that the Board approves for payment by the Fund;

(v) The fees and expenses of the Fund’s custodian which relate to: (a) the custodial function and the recordkeeping connected therewith; (b) the preparation and maintenance of the general required accounting records of the Fund not being maintained by the Manager; and (c) the pricing of the Fund’s portfolio securities, including the cost of any pricing service or services which may be retained pursuant to the authorization of the Trustees of the Fund; and (d) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Fund’s shares;

(vi) The fees and expenses of the Fund’s transfer and dividend disbursing agent, which may be a custodian of the Fund, which relate to the maintenance of each shareholder account;

(vii) The charges and expenses of legal counsel (including an allocable portion of the cost of maintaining an internal legal department (provided pursuant to a separate legal services agreement) and compliance department) and independent accountants for the Fund;

(viii) All taxes and business fees payable by the Fund to federal, state or other governmental agencies;

(ix) The fees of any trade association of which the Fund may be a member;

(x) The cost of share certificates representing the Fund’s shares;

(xi) The cost of fidelity, Trustees and officers and errors and omissions insurance;

(xii) Allocable communications expenses with respect to investor services and all expenses of shareholders’ and Trustees meetings and of preparing, printing and mailing prospectuses, proxies and other reports to shareholders in the amount necessary for distribution to the shareholders;

Ex-(d)(1)

(xiii) The fees and expenses involved in registering and maintaining registrations of the Fund and of its shares with the SEC, registering the Fund with a broker or dealer and qualifying its shares under state securities laws, including the preparation and printing of the Fund’s registration statements and prospectuses for filing under federal and state securities laws for such purposes; and

(xiv) The expenses of issue, sale, repurchase and redemption (if any) of shares in the Fund, including expenses of conducting tender or repurchase offers for purposes of repurchasing Fund shares.

ARTICLE V. COMPENSATION

Compensation. For the services provided and the facilities furnished pursuant to this Agreement, the Fund will pay to the Manager as full compensation therefor a fee at the annual rate of 0.60% of the average daily value of the Fund’s Managed Assets, as such term is defined herein. For purposes of calculating the management fee, the Fund’s “Managed Assets” means the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the purpose of creating effective leverage or Fund liabilities related to the liquidation preference of any preferred shares issued). Total assets for this purpose shall include assets attributable to the Fund’s use of effective leverage, such as, but not limited to, the use of proceeds received from tender option bond transactions, issuing preferred shares, or funds borrowed from banks or other financial institutions (i.e., credit facility).

The Manager may from time to time agree not to impose all or a portion of its fee otherwise payable under this Agreement and/or undertake to pay or reimburse the Fund for all or a portion of its expenses not otherwise required to be paid by or reimbursed by the Manager. Unless otherwise agreed, any fee reduction or undertaking may be discontinued or modified by the Manager at any time. For the month and year in which this Agreement becomes effective or terminates, there will be an appropriate pro ration of any fee based on the number of days that the Agreement is in effect during such month and year, respectively.

ARTICLE VI. ADDITIONAL OBLIGATIONS OF THE FUND

A. Documents. The Fund has delivered to the Manager copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

1. Declaration of Trust of the Fund, filed with the Secretary of the State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, is herein called the “Declaration of Trust”);

Ex-(d)(1)

2. By-Laws of the Fund, as amended from time to time (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the “By-Laws”);

3. Certified Resolutions of the Board authorizing the appointment of the Manager and approving the form of this Agreement;

4. Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-2 (the “Registration Statement”), as filed with the SEC, relating to the Fund and the Fund’s shares and all amendments thereto;

5. Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and all amendments thereto; and

6. The form of Prospectus and Statement of Additional Information of the Fund pursuant to which the Fund’s shares are offered for sale to the public (such Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, being herein called collectively the “Prospectus”).

B. Fund Materials. During the term of this Agreement, the Fund agrees to furnish the Manager at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or to the public, which refer to the Manager in any way, prior to use thereof and, not to use such material if the Manager reasonably objects in writing within five (5) business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, the Fund will continue to furnish to the Manager copies of any of the above-mentioned materials that refer in any way to the Manager. The Fund shall furnish or otherwise make available to the Manager such other information relating to the business affairs of the Fund as the Manager at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

ARTICLE VII. LIMITATION OF LIABILITY

A. Limitation of Liability of Manager. As an inducement to the Manager undertaking to provide services to the Fund pursuant to this Agreement, the Fund agrees that the Manager will not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement will be deemed to protect or purport to protect the Manager against any liability to the Fund or its shareholders to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. The rights of exculpation provided under this Section are not to be construed so as to provide for exculpation of any person described in this Section for any liability (including liability under U.S. federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that exculpation would be in violation of applicable law, but will be construed so as to effectuate the applicable provisions of this to the maximum extent permitted by applicable law.

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B. Limitation of the Fund and Shareholders. It is understood and expressly stipulated that none of the Trustees, officers, agents or shareholders of the Fund shall be personally liable hereunder. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund, as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund.

ARTICLE VIII. MISCELLANEOUS

A. Manager Personnel. The Manager shall authorize and permit any of its directors, officers and employees who may be elected or appointed as Trustees or officers of the Fund to serve in the capacities in which they are elected or appointed. Services to be furnished by the Manager under this Agreement may be furnished through the medium of any of such directors, officers or employees. The Manager shall make its directors, officers and employees available to attend Fund Board meetings as may be reasonably requested by the Board from time to time. The Manager shall prepare and provide such reports on the Fund and its operations as may be reasonably requested by the Board from time to time. The Manager shall implement Board-approved proxy voting policies and procedures, and shall respond to corporate actions taken by issuers of the Fund’s portfolio holdings consistent with its fiduciary duty to the Fund.

B. Duration and Termination. This Agreement shall continue in effect for a period of more than two (2) years from the date hereof following shareholder approval, as necessary, and thereafter only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act and the rules thereunder and any applicable SEC or SEC staff guidance or interpretation. This Agreement shall continue in effect for a period of more than one (1) year from the date hereof in circumstances when shareholder approval is not required, and thereafter only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act and the rules thereunder and any applicable SEC or SEC staff guidance or interpretation. However, this Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager at any time, without the payment of any penalty, on not more than sixty (60) days’ nor less than thirty (30) days’ written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

C. Independent Contractor. Except as otherwise provided herein or authorized by the Board from time to time, the Manager shall for all purposes herein be deemed to be an independent contractor and shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

D. Amendment. This Agreement may be amended in writing by mutual consent, but the consent of the Fund, if required, must be obtained in conformity with the requirements of the 1940 Act and the rules thereunder.

E. Notice. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage

Ex-(d)(1)

prepaid, (1) to the Manager at NYLIM Center, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, Attention: Secretary; or (2) to the Fund at 51 Madison Avenue, New York, New York 10010, Attention: President.

F. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

G. Use of Name. The Fund may use any name including the word MainStay or any derivative thereof for so long as this Agreement or any other agreement between the Manager or any other affiliate of New York Life Insurance Company and the Fund or any extension, renewal or amendment thereof remains in effect, including any similar agreement with any organization which shall have succeeded to the Manager’s business as investment adviser and/or administrator. At such time as such an agreement shall no longer be in effect, the Fund will (to the extent that it lawfully can) cease to use such name or any other name indicating that it is advised by or otherwise connected with the Manager or any organization that shall have so succeeded to its respective business.

H. Captions and Headings. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

I. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

J. Interpretation of Law. As used in this Agreement, terms shall have the same meaning as such terms have in the 1940 Act. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

* * *

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the 26th day of June, 2012. This Agreement may be signed in counterparts.


NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:	/s/ Kevin M. Bopp	By:	/s/ Stephen P. Fisher
Name:	Kevin M. Bopp	Name:	Stephen P. Fisher
Title:	Director and Associate	Title:	Senior Managing Director
	General Counsel


MAINSTAY DEFINEDTERM MUNICIPAL OPPORTUNITIES FUND

Attest:	/s/ Kevin M. Bopp	By:	/s/ Stephen P. Fisher
Name:	Kevin M. Bopp	Name:	Stephen P. Fisher
Title:	Assistant Secretary	Title:	President

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MAINSTAY DEFINEDTERM MUNICIPAL OPPORTUNITIES FUND

AMENDMENT TO THE MANAGEMENT AGREEMENT

This Amendment to the Amended and Restated Management Agreement is hereby made as of the 28^th day of February, 2018, between MainStay DefinedTerm Municipal Opportunities Fund, a Delaware statutory trust (the “Fund”), and New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”).

WHEREAS, the Fund and the Manager are parties to the Management Agreement, dated June 26, 2012 (the “Agreement”); and

WHEREAS, the Fund and the Manager hereby wish to amend the Agreement to reflect the name change of the Fund, as approved by the Fund’s Board of Trustees at its meeting held on December 13, 2017;

NOW, THEREFORE, the parties agree as follows:

All references to the Fund in the Agreement are revised to reflect the Fund’s new name: “MainStay MacKay DefinedTerm Municipal Opportunities Fund.”

[The remainder of this page has been left blank intentionally.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers and attested as of the date first written above.


NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:	/s/ Thomas Lynch	By:	/s/ Yie-Hsin Hung
Name:	Thomas Lynch	Name:	Yie-Hsin Hung
Title:	Director and Associate	Title:	Chief Executive Officer
	General Counsel

MAINSTAY MACKAY DEFINEDTERM MUNICIPAL OPPORTUNITIES FUND

Attest:	/s/ Thomas Lynch	By:	/s/ Kirk C. Lehneis
Name:	Thomas Lynch	Name:	Kirk C. Lehneis
Title:	Assistant Secretary	Title:	President

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MAINSTAY DEFINEDTERM MUNICIPAL OPPORTUNITIES FUND

SUBADVISORY AGREEMENT

This Subadvisory Agreement, made as of the 26th day of June, 2012 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

WHEREAS, MainStay DefinedTerm Municipal Opportunities Fund (the “Fund”) is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Fund has retained the Manager to serve as investment manager for the Fund pursuant to a Management Agreement between the Manager and the Fund (as such Agreement may be modified from time to time, the “Management Agreement”); and

WHEREAS, under the Management Agreement, the Manager has agreed to provide certain investment advisory and related administrative services to the Fund; and

WHEREAS, the Management Agreement permits the Manager to delegate certain of its investment advisory duties under the Management Agreement to one or more subadvisors; and

WHEREAS, the Manager wishes to retain the Subadvisor to furnish certain investment advisory services to the Fund and manage such portion of the Fund as the Manager shall from time to time direct, and the Subadvisor is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and the promises and mutual covenants herein contained, it is agreed between the Manager and the Subadvisor as follows:

1. Appointment. The Manager hereby appoints the Subadvisor to provide certain investment advisory services to the Fund for the period and on the terms set forth in this Agreement. The Subadvisor accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.

2. Fund Management Duties. Subject to the supervision of the Fund’s Board of Trustees (“Board”) and the Manager, the Subadvisor will provide a continuous investment program for the Fund and determine the composition of the assets of the Fund, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio. The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Fund’s assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Fund, when these transactions should be executed, and what portion of the Fund should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Fund. The Subadvisor will provide the services under this Agreement in accordance with the Fund’s

Ex-(d)(3)

investment objective or objectives, policies and restrictions as stated in the Fund’s registration statement under the Securities Act of 1933, as amended (“1933 Act”) and the 1940 Act or the Fund’s annual and semi-annual reports to shareholders, as delivered to the Subadvisor from time to time. The Subadvisor further agrees as follows:

(a) The Subadvisor understands that the Fund is required to be managed so as to permit the Fund to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code (“Code”), and will coordinate efforts with the Manager with that objective.

(b) The Subadvisor will conform its activities with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by the Board of which a copy has been delivered to the Subadvisor, and the provisions of the Fund’s registration statement.

(c) On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Fund’s registration statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Fund and to such other clients, subject to review by the Manager and the Board. The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.

(d) In connection with the purchase and sale of securities for the Fund, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Fund, on a daily basis, such confirmation, trade tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.

(e) The Subadvisor will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the registration statement for the Fund, the value of any portfolio securities or other assets of the Fund for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor.

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(f) The Subadvisor will make available to the Fund and the Manager, promptly upon request, all of the Fund’s investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.

(g) The Subadvisor will provide reports to the Board, for consideration at meetings of the Board, on the investment program for the Fund and the issuers and securities represented in the Fund’s portfolio, and will furnish the Board such periodic and special reports as the Board and the Manager may reasonably request.

(h) In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Fund unless the contract with such company is approved by a majority of the Board and by a majority of Board who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Fund, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the Fund to the extent required by the 1940 Act. The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Fund, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Fund assets:

(i) been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Title 18, United States Code, or involving the purchase or sale of any security; or

(ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or

(iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation.

Ex-(d)(3)

(i) The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in the Fund, at the expense of the Fund. Such documentation may relate to investments to be made or sold, currently held or previously held. The authority shall include, without limitation: (i) documentation relating to private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements. Manager represents that the Fund can settle such private placements.

3. Compensation. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadvisor, and the Subadvisor agrees and accepts as full compensation therefor, a subadvisory fee equal to the annual rate of 0.30% of the average daily value of the Fund’s Managed Assets, as such term is defined herein. For purposes of calculating the management fee, the Fund’s “Managed Assets” means the total assets of the Fund, minus the sum of its accrued liabilities (other than Fund liabilities incurred for the purpose of creating effective leverage or Fund liabilities related to the liquidation preference of any preferred shares issued). Total assets for this purpose shall include assets attributable to the Fund’s use of effective leverage, such as, but not limited to, the use of proceeds received from tender option bond transactions, issuing preferred shares, or funds borrowed from banks or other financial institutions (i.e., credit facility).

Liability for payment of compensation by the Manager to the Subadvisor under this Agreement is contingent upon the Manager’s receipt of payment from the Fund for management services described under the Management Agreement. Expense caps or fee waivers for the Fund that may be agreed to by the Manager, but not agreed to in writing by the Subadvisor, shall not cause a reduction in the amount of the payment to the Subadvisor.

4. Broker-Dealer Selection. The Subadvisor is responsible for decisions to buy and sell securities and other investments for the Fund, for broker-dealer selection and for negotiation of brokerage commission rates. The Subadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the Fund’s registration statement, which include the following: price (including the applicable brokerage commission or dollar spread); the size of the order; the nature of the market for the security; the timing of the transaction; the reputation, experience and financial stability of the broker-dealer involved; the quality of the service; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved; and the firm’s risk in positioning a block of securities. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the rules and interpretations of the Securities and Exchange Commission (the “SEC”) thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused

Ex-(d)(3)

the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadvisor’s or its affiliate’s overall responsibilities with respect to the Fund and to their other clients as to which they exercise investment discretion. To the extent consistent with these standards and the Fund’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund to the (i) Subadvisor if it is registered as a broker-dealer with the SEC, (ii) its affiliated broker-dealer, or (iii) such brokers and dealers who also provide research, statistical material or other services to the Fund, the Subadvisor or an affiliate of the Subadvisor. Such allocation shall be in such amounts and proportions as the Subadvisor shall determine consistent with the above standards and the Subadvisor will report on said allocation regularly to the Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

5. Disclosure about Subadvisor. The Subadvisor has reviewed the initial registration statement for the Fund filed with the SEC that contains disclosure about the Subadvisor and represents and warrants that, with respect to the disclosure about the Subadvisor or information relating directly or indirectly to the Subadvisor, such registration statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein not misleading. The Subadvisor further represents and warrants that it is a duly registered investment adviser under the Advisers Act and has notice filed in all states in which the Subadvisor is required to make such filings.

6. Expenses. During the term of this Agreement, the Subadvisor will pay all expenses incurred by it and its staff for their activities in connection with its portfolio management duties under this Agreement. The Manager or the Fund shall be responsible for all the expenses of the Fund’s operations, including, but not limited to:

(a) the fees and expenses of Trustees who are not interested persons of the Manager or of the Fund;

(b) the fees and expenses of the Fund which relate to: (i) the custodial function and recordkeeping connected therewith; (ii) the maintenance of the required accounting records of the Fund not being maintained by the Manager; (iii) the pricing of the Fund’s shares, including the cost of any pricing service or services that may be retained pursuant to the authorization of the Board; and (iv) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Fund’s shares;

(c) the fees and expenses of the Fund’s transfer and dividend disbursing agent, that may be the custodian, which relate to the maintenance of each shareholder account;

Ex-(d)(3)

(d) the charges and expenses of legal counsel and independent accountants for the Fund;

(e) brokers’ commissions and any issue or transfer taxes chargeable to the Fund in connection with its securities transactions on behalf of the Fund;

(f) all taxes and business fees payable by the Fund to federal, state or other governmental agencies;

(g) the fees of any trade association of which the Fund may be a member;

(h) the cost of share certificates representing the Fund’s shares;

(i) the fees and expenses involved in registering and maintaining registrations of the Fund with the SEC, qualifying Fund shares under state securities laws, including the preparation and printing of the Fund’s registration statements and prospectuses for filing under federal and state securities laws for such purposes;

(j) allocable communications expenses with respect to investor services and all expenses of shareholders’ and Board meetings and of preparing, printing and mailing reports to shareholders in the amount necessary for distribution to the shareholders;

(k) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business.

7. Compliance.

(a) The Subadvisor agrees to assist the Manager and the Fund in complying with the Fund’s obligations under Rule 38a-1 under the 1940 Act, including but not limited to: (i) periodically providing the Fund’s Chief Compliance Officer with requested information about and independent third-party reports (if available) in connection with the Subadvisor’s compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act (“Subadvisor’s Compliance Program”); (ii) reporting any material deficiencies in the Subadvisor’s Compliance Program to the Fund’s Chief Compliance Officer within a reasonable time following the Subadvisor becoming aware of such deficiency; and (iii) reporting any material changes to the Subadvisor’s Compliance Program to the Fund’s Chief Compliance Officer within a reasonable time. The Subadvisor understands that the Board is required to approve the Subadvisor’s Compliance Program on at least an annual basis, and acknowledges that this Agreement is conditioned upon the Board’s approval of the Subadvisor’s Compliance Program.

(b) The Subadvisor agrees that it shall immediately notify the Manager and the Fund’s Chief Compliance Officer: (i) in the event that the SEC has censured the Subadvisor, placed limitations upon its activities, functions or operations, suspended or revoked its registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable

Ex-(d)(3)

basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. The Subadvisor further agrees to notify the Manager immediately of any material fact known to the Subadvisor about the Subadvisor that is not contained in the registration statement for the Fund, or any amendment or supplement thereto, or upon the Subadvisor becoming aware of any statement contained therein about the Subadvisor that becomes untrue in any material respect.

(c) The Manager agrees that it shall immediately notify the Subadvisor: (i) in the event that the SEC has censured the Manager or the Fund, placed limitations upon either of their activities, functions or operations, suspended or revoked the Manager’s registration as an investment adviser or commenced proceedings or an investigation that may result in any of these actions; or (ii) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.

8. Documents. The Manager has delivered to the Subadvisor copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

(a) Declaration of Trust of the Fund, as amended from time to time, as filed with the Secretary of the State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, are herein called the “Declaration of Trust”);

(b) By-Laws of the Fund, as amended from time to time (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the “By-Laws”);

(c) Certified Resolutions of the Board authorizing the appointment of the Subadvisor and approving the form of this Agreement;

(d) Registration statement under the 1940 Act and the 1933 Act, as amended, on Form N-2, as filed with the SEC relating to the Fund and the Fund’s shares, and all amendments thereto;

(e) Notification of Registration of the Fund under the 1940 Act on Form N-8A, as filed with the SEC, and all amendments thereto.

9. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadvisor hereby agrees that all records that it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund’s or the Manager’s request; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records. The Subadvisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisers Act for the period specified in the Rule.

Ex-(d)(3)

10. Cooperation. Each party to this Agreement agrees to cooperate with each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Fund.

11. Representations Respecting Subadvisor. The Manager and the Fund agree that neither the Fund, the Manager, nor affiliated persons of the Fund or the Manager shall, except with the prior permission of the Subadvisor, give any information or make any representations or statements in connection with the sale of shares of the Fund concerning the Subadvisor or the Fund other than the information or representations contained in the registration statement, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved in advance by the Subadvisor. The parties agree that, in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Subadvisor for its approval and the Subadvisor has not commented within five (5) business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material, although, in such event, the Subadvisor shall not be deemed to have approved of the contents of such sales literature or other promotional material.

12. Confidentiality. The Subadvisor will treat as proprietary and confidential any information obtained in connection with its duties hereunder, including all records and information pertaining to the Fund and their prior, present or potential shareholders, unless required by law. The Subadvisor will not use such information for any purpose other than the performance of its responsibilities and duties hereunder. Such information may not be disclosed except after prior notification to and approval in writing by the Fund or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or otherwise required by law.

13. Control. Notwithstanding any other provision of the Agreement, it is understood and agreed that the Manager shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement, and reserves the right to direct, approve or disapprove any action hereunder taken on its behalf by the Subadvisor.

14. Liability. Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Fund and the Manager agree that the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Subadvisor, shall not be liable for, or subject to any damages, expenses or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement.

Ex-(d)(3)

Nothing in this section shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

15. Indemnification.

(a) The Manager agrees to indemnify and hold harmless the Subadvisor, any affiliated person of the Subadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Subadvisor (all of such persons being referred to as “Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund, which: (i) may be based upon any willful misfeasance, bad faith or gross negligence in the performance of the Manager’s duties or reckless disregard of the Manager’s obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Fund’s registration statement, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager, the Fund or to any affiliated person of the Manager by a Subadvisor Indemnified Person; provided, however, that in no case shall the indemnity in favor of the Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

(b) Notwithstanding Section 14 of this Agreement, the Subadvisor agrees to indemnify and hold harmless the Manager, any affiliated person of the Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls (“controlling person”) the Manager (all of such persons being referred to as “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which a Manager Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Subadvisor’s responsibilities as Subadvisor of the Fund, which: (i) may be based upon any willful misfeasance, bad faith or gross negligence in the performance of the Subadvisor’s duties, or by reason of reckless disregard of the Subadvisor’s obligations and duties under this Agreement, or by any of its employees or representatives, or any affiliate of or any person acting on behalf of the Subadvisor; (ii) may be based upon a failure by the Subadvisor to comply with Section 2, Paragraph (a) of this Agreement; or (iii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement or prospectus covering the shares of the Fund,

Ex-(d)(3)

or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Subadvisor and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Manager, the Fund or any affiliated person of the Manager or Fund by the Subadvisor or any affiliated person of the Subadvisor; provided, however, that in no case shall the indemnity in favor of a Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

(c) The Manager shall not be liable under Paragraph (a) of this Section 15 with respect to any claim made against a Subadvisor Indemnified Person unless such Subadvisor Indemnified Person shall have notified the Manager in writing within a reasonable time after the summons, notice or other first legal process or notice giving information of the nature of the claim shall have been served upon such Subadvisor Indemnified Person (or after such Subadvisor Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Manager of any such claim shall not relieve the Manager from any liability that it may have to the Subadvisor Indemnified Person against whom such action is brought otherwise than on account of this Section 15. In case any such action is brought against the Subadvisor Indemnified Person, the Manager will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Subadvisor Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Subadvisor Indemnified Person. If the Manager assumes the defense of any such action and the selection of counsel by the Manager to represent both the Manager and the Subadvisor Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Subadvisor Indemnified Person, adequately represent the interests of the Subadvisor Indemnified Person, the Manager will, at its own expense, assume the defense with counsel to the Manager and, also at its own expense, with separate counsel to the Subadvisor Indemnified Person, which counsel shall be satisfactory to the Manager and to the Subadvisor Indemnified Person. The Subadvisor Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Manager shall not be liable to the Subadvisor Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Subadvisor Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Subadvisor Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Subadvisor Indemnified Person.

(d) The Subadvisor shall not be liable under Paragraph (b) of this Section 15 with respect to any claim made against a Manager Indemnified Person unless such Manager Indemnified Person shall have notified the Subadvisor in writing within a reasonable time after the summons, notice or other first legal process or notice giving

Ex-(d)(3)

information of the nature of the claim shall have been served upon such Manager Indemnified Person (or after such Manager Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Subadvisor of any such claim shall not relieve the Subadvisor from any liability that it may have to the Manager Indemnified Person against whom such action is brought otherwise than on account of this Section 15. In case any such action is brought against the Manager Indemnified Person, the Subadvisor will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Manager Indemnified Person. If the Subadvisor assumes the defense of any such action and the selection of counsel by the Subadvisor to represent both the Subadvisor and the Manager Indemnified Person would result in a conflict of interest and, therefore, would not, in the reasonable judgment of the Manager Indemnified Person, adequately represent the interests of the Manager Indemnified Person, the Subadvisor will, at its own expense, assume the defense with counsel to the Subadvisor and, also at its own expense, with separate counsel to the Manager Indemnified Person, which counsel shall be satisfactory to the Subadvisor and to the Manager Indemnified Person. The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Subadvisor shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Subadvisor shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Manager Indemnified Person.

16. Services Not Exclusive. The services furnished by the Subadvisor hereunder are not to be deemed exclusive, and except as the Subadvisor may otherwise agree in writing, the Subadvisor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Subadvisor, who may also be a Trustee, officer or employee of the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

17. Duration and Termination. This Agreement shall become effective on the date first indicated above. Unless terminated as provided herein, the Agreement shall remain in full force and effect for an initial period of two (2) years from the date first indicated above when following a shareholder approval, and otherwise a period of one (1) year, and continue on an annual basis thereafter, provided that such continuance is specifically approved each year by: (a) the vote of a majority of the entire Board or by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund; and (b) the vote of a majority of the Board who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated: (A) by the Manager at any time without penalty, upon sixty (60) days’ written notice to the Subadvisor and

Ex-(d)(3)

the Fund; (B) at any time without payment of any penalty by the Fund, upon the vote of a majority of the Board or a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to the Manager and the Subadvisor; or (C) by the Subadvisor at any time without penalty, upon sixty (60) days’ written notice to the Manager and the Fund. In the event of termination for any reason, all records of the Fund shall promptly be returned to the Manager or the Fund, free from any claim or retention of rights in such record by the Subadvisor; provided, however, that the Subadvisor may, at its own expense, make and retain a copy of such records. The Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act) or in the event the Management Agreement between the Manager and the Fund is assigned or terminates for any other reason. In the event this Agreement is terminated or is not approved in the manner described above, the Sections numbered 2(f), 9, 10, 12, 14, 15 and 19 of this Agreement shall remain in effect, as well as any applicable provision of this Section 17.

18. Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved by an affirmative vote of: (i) the holders of a majority of the outstanding voting securities of the Fund; and (ii) the Board, including a majority of the Trustees of the Board who are not interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.

19. Use of Name.

(a) It is understood that the name MainStay or any derivative thereof or logo associated with that name is the valuable property of the Manager and/or its affiliates, and that the Subadvisor has the right to use such name (or derivative or logo) only with the approval of the Manager and only so long as the Manager is Manager to the Fund. Upon termination of the Management Agreement, the Subadvisor shall forthwith cease to use such name (or derivative or logo).

(b) It is understood that the name MacKay Shields LLC or any derivative thereof or logo associated with that name is the valuable property of the Subadvisor and its affiliates and that the Fund has the right to use such name (or derivative or logo) in offering materials of the Fund or sales materials with respect to the Fund with the approval of the Subadvisor and for so long as the Subadvisor is a Subadvisor to the Fund. Upon termination of this Agreement, the Fund shall forthwith cease to use such name (or derivative or logo).

20. Proxies; Class Actions.

(a) The Manager has provided the Subadvisor a copy of the Manager’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and

Ex-(d)(3)

in the best interests of the Fund. Absent contrary instructions received in writing from the Fund, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Fund in accordance with applicable fiduciary obligations. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Fund, and these records shall be available to the Fund upon request.

(b) Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Fund. The Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions. The Subadvisor will, however, forward to Manager any information it receives regarding any legal matters involving any asset held in the Fund.

21. Notice. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at NYLIM Center, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, Attention: President; or (2) to the Subadvisor at MacKay Shields LLC, 9 West 57^th Street, 33^rd Floor, New York, New York 10019, Attention: Chief Executive Officer, with a copy to General Counsel.

22. Miscellaneous.

(a) This Agreement shall be governed by the laws of the State of New York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder. The term “affiliate” or “affiliated person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act;

(b) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect;

(c) To the extent permitted under Section 17 of this Agreement, this Agreement may only be assigned by any party with the prior written consent of the other parties;

(d) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable;

(e) Nothing herein shall be construed as constituting the Subadvisor as an agent of the Manager, or constituting the Manager as an agent of the Subadvisor.

* * *

Ex-(d)(3)

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the 26th day of June, 2012. This Agreement may be signed in counterparts.


NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest:	/s/ Kevin M. Bopp	By:	/s/ Stephen P. Fisher
Name:	Kevin M. Bopp	Name:	Stephen P. Fisher
Title:	Director and Associate	Title:	Senior Managing Director
	General Counsel


MACKAY SHIELDS LLC

Attest:	/s/ Ellen Metzger	By:	/s/ Lucille Protas
Name:	Ellen Metzger	Name:	Lucille Protas
Title:	Senior Managing Director and General Counsel	Title:	President

Ex-(d)(4)

MAINSTAY DEFINEDTERM MUNICIPAL OPPORTUNITIES FUND

AMENDMENT TO THE SUBADVISORY AGREEMENT

This Amendment to the Subadvisory Agreement, is made as of the 28^th day of February, 2018, between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and MacKay Shields LLC, a Delaware limited liability company (the “Subadvisor”).

WHEREAS, the Manager and the Subadvisor are parties to the Subadvisory Agreement, dated June 26, 2012 (“Agreement”); and

WHEREAS, the Manager and the Subadvisor wish to amend the Agreement to reflect the name change of the MainStay DefinedTerm Municipal Opportunities Fund (the “Fund”), as approved by the Fund’s Board of Trustees at its meeting held on December 13, 2017;

NOW, THEREFORE, the parties agree as follows:

All references to the Fund in the Agreement are revised to reflect the Fund’s new name: “MainStay MacKay DefinedTerm Municipal Opportunities Fund.”

[The remainder of this page has been left blank intentionally.]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers and attested effective as of the date first written above.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC


Attest:	/s/ Thomas Lynch	By:	/s/ Yie-Hsin Hung
Name:	Thomas Lynch	Name:	Yie-Hsin Hung
Title:	Director and Associate General Counsel	Title:	Chief Executive Officer

MACKAY SHIELDS LLC


Attest:	/s/ Young Lee	By:	/s/ Lucille Protas
Name:	Young Lee	Name:	Lucille Protas
Title:	General Counsel	Title:	President

Calculation of Filing Fee Tables

SC TO-I

(Form Type)

NYLI MacKay DefinedTerm Muni Opportunities Fund

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Transaction Valuation



	Transaction Valuation	Fee Rate	Amount of Filing Fee

Fees to Be Paid	$475,393,095.80 (1)	$153.10 (2)	$72,782.68

Fees Previously Paid	—		—

Total Transaction Valuation	$475,393,095.80 (1)

Total Fees Due for Filing			$72,782.68

Total Fees Previously Paid			—

Total Fee Offsets			—

Net Fee Due			$72,782.68

(1)	The Transaction Valuation was calculated by multiplying 27,926,793.602 shares of NYLI MacKay DefinedTerm Muni Opportunities Fund by $17.02 (100% of the Net Asset Value per share as of the close of ordinary trading on the New York Stock Exchange on October 10, 2024).

(2)	Calculated at $153.10 per $1,000,000.00 of the Transaction Valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by the Section 6(b) Filing Fee Rate Advisory for Fiscal Year 2025.

Table 2 – Fee Offset Claims and Sources

Not applicable.

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