UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~December 253, 2024

NYLI ~~MAINSTAY~~ MACKAY DEFINEDTERM ~~MUNICIPAL~~MUNI OPPORTUNITIES FUND

(Exact name of Registrant as specified in its charter)

Delaware	811-22551	45-1681733
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

51 Madison Avenue, New York, NY 10010

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 576-7000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $0.001 per share		MMD		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year

~~Pursuant~~On toOctober 17, 2024, the ~~terms~~Fund ofoffered ~~the~~to ~~Declaration~~purchase 100% of ~~Trust,~~ the ~~Fund~~then ~~will~~outstanding ~~commence~~Common shares of the ~~process~~Fund ofat ~~liquidation~~a ~~and~~price ~~dissolution~~equal atto the ~~close~~NAV ofper ~~business~~Common onshare ~~December 31,~~calculated ~~2024~~in (accordance with the ~~“Termination~~Fund’s ~~Date”)~~valuation ~~unless~~procedures ~~otherwise~~as ~~extended~~of bythe adate ~~majority~~specified ofin the ~~Board~~tender ofoffer, ~~Trustees~~with ~~(the~~an ~~“Board”).~~expiration date of November 14, 2024.

On ~~June~~November 519, 2024, the ~~Board approved an amendment and restatement of the Declaration of Trust to reflect a change in the name of the~~ Fund toannounced ~~NYLI MacKay DefinedTerm Muni Opportunities Fund and to allow~~ the ~~Board~~successful ~~to implement, upon~~ completion of anthe ~~Eligible~~ Tender Offer. ~~(as~~As ~~defined~~a ~~below)~~result, aOn ~~new Termination Date to replace~~ December 313, 2024, as the ~~Termination~~Board ~~Date.~~approved Anan ~~“Eligible~~amendment ~~Tender~~and ~~Offer”~~restatement ~~is defined as a tender offer by the Fund to purchase 100%~~ of the ~~then~~Declaration ~~outstanding Common shares~~ of ~~the~~Trust ~~Fund~~to atreflect a ~~price~~new ~~equal~~12-year toterm ~~the~~for ~~NAV per Common share calculated in accordance with~~ the Fund’s ~~valuation~~with ~~procedures~~a astermination of ~~the date specified in the tender offer~~December 31, ~~with the expiration date of the tender offer being as of a date within twelve months preceding the Termination Date~~2036.

The ~~amendments~~amended ~~will~~and ~~become~~restated ~~effective~~Declaration as of ~~August 28,~~Trust ~~2024.~~became Ineffective ~~addition,~~on ~~the Board conditionally approved a new Termination Date of~~ December ~~31,~~ ~~2036~~3, ~~to take effect in the event that the Fund completes an Eligible Tender Offer prior to December 31,~~ 2024.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


(d)		Exhibits

EXHIBIT NUMBER		DESCRIPTION

3.1		Amended and Restated Agreement and Declaration of Trust of NYLI MacKay DefinedTerm Muni Opportunities Fund

EXHIBITNUMBER		DESCRIPTION
3.1		Amended and Restated Agreement and Declaration of Trust of MainStay MacKay DefinedTerm Municipal Opportunities Fund

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~MainStay~~NYLI MacKay DefinedTerm ~~Municipal~~Muni Opportunities Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MainStay MacKay DefinedTerm MunicipalOpportunities Fund

NYLI MacKay DefinedTerm Muni Opportunities Fund

Date: July 25, 2024

/s/ Kirk C. Lehneis

Date: December 9, 2024

/s/ Kirk C. Lehneis

Kirk C. Lehneis

President and Principal Executive Officer

Filing Compare · NYLI MacKay DefinedTerm Muni Opportunities Fund