MAINSTAY VP FUNDS TRUST Form POS EX Filed 2023-10-25

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 25, 2023

FILE NO. 002-86082

FILE NO. 811-03833-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 151

AND

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 152

MAINSTAY VP FUNDS TRUST

(exact name of registrant as specified in charter)

51 MADISON AVENUE
NEW YORK, NEW YORK 10010
(address of principal executive office)
REGISTRANT’S TELEPHONE NUMBER: (212) 576-7000

Copy to:


J. Kevin Gao, Esq. MainStay VP Funds Trust 51 Madison Avenue New York, NY 10010	Thomas C. Bogle, Esq. Corey F. Rose, Esq. Dechert LLP 1900 K Street, NW Washington, DC 20006

(NAME AND ADDRESS OF AGENT FOR SERVICE)

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE:

This Post-Effective Amendment No.151 to the Registration Statement on Form N-1A (File No. 002-86082) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 151 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 151 does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 151 shall become effective upon filing with the SEC.

PART C. OTHER INFORMATION

ITEM 28. EXHIBITS

a. Declaration of Trust

1. Amended and Restated Declaration of Trust, dated as of August 19, 2016 – Previously filed with Post-Effective Amendment No. 89 as Exhibit (a)(1) on September 12, 2016*

b. By-Laws

1. Amended and Restated By-Laws as of June 24, 2021 – Previously filed with Post-Effective Amendment No. 145 as Exhibit (b)(1) on April 18, 2022*

c. Instruments Defining Rights of Security Holders

1. See the Declaration of Trust and the By-Laws (see above)

d. Investment Advisory Contracts

1. Amended and Restated Management Agreement dated May 1, 2015 between the Registrant and New York Life Investment Management LLC – Previously filed with Post-Effective Amendment No. 80 as Exhibit (d)(1) on May 1, 2015*

a. Amendment dated January 15, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (d)(1)(a) on May 2, 2016*

b. Amendment dated May 1, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (d)(1)(b) on May 2, 2016*

c. Amendment dated July 29, 2016 – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(1)(c) on August 10, 2017*

d. Amendment dated March 13, 2017 – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(1)(d) on August 10, 2017*

e. Amendment dated August 4, 2017 – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(1)(e) on August 10, 2017*

f. Amendment dated May 1, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (d)(1)(f) on September 10, 2018*

g. Amendment dated September 10, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (d)(1)(g) on September 10, 2018*

h. Amendment dated October 1, 2018 – Previously filed with Post-Effective Amendment No. 103 as Exhibit (d)(1)(h) on November 30, 2018*

i. Amendment dated November 30, 2018 – Previously filed with Post-Effective Amendment No. 103 as Exhibit (d)(1)(i) on November 30, 2018*

j. Amendment dated May 1, 2019 - Previously filed with Post-Effective Amendment No. 110 as Exhibit (d)(1)(j) on September 4, 2019*

k. Amendment dated February 28, 2020 – Previously filed with Post-Effective Amendment No. 111 as Exhibit (d)(1)(k) on February 19, 2020*

l. Amendment dated May 1, 2020 – Previously filed with Post-Effective Amendment No. 113 as Exhibit (d)(1) on April 16, 2020*

m. Amendment dated May 1, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(1)(m) on April 23, 2021*

n. Amendment dated May 1, 2022 – Previously filed with Post-Effective Amendment No. 145 as Exhibit (d)(1)(n) on April 18, 2022*

o. Amendment dated May 1, 2023 – Previously filed with Post-Effective Amendment No. 150 as Exhibit (d)(1)(o) on April 14, 2023*

p. Amendment dated August 28, 2023 – Filed herewith

2. Subadvisory Agreement between New York Life Investment Management LLC and Epoch Investment Partners, Inc. dated March 31, 2017 – Previously filed as Exhibit (d)(2) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

m. Amendment dated May 8, 2017 – Previously filed as Exhibit (d)(2) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

n. Amendment dated February 28, 2019 – Previously filed with Post-Effective Amendment 107 as Exhibit (d)(2)(b) on April 18, 2019*

o. Amendment dated April 1, 2019 – Previously filed with Post-Effective Amendment No. 107 as Exhibit (d)(2)(c) on April 18, 2019*

p. Amendment dated May 1, 2019 - Previously filed with Post-Effective Amendment No. 110 as Exhibit (d)(2)(d) on September 4, 2019*

q. Amendment dated April 26, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(2)(e) on April 23, 2021*

3. Subadvisory Agreement dated January 1, 2018 between New York Life Investment Management LLC and MacKay Shields LLC –Previously filed with Post-Effective Amendment No. 97 as Exhibit (d)(3) on April 13, 2018*

m. Amendment dated February 28, 2018 – Previously filed with Post-Effective Amendment No. 97 as Exhibit (d)(3)(a) on April 13, 2018*

n. Amendment dated May 1, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (d)(3)(b) on September 10, 2018*

o. Amendment dated May 22, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (d)(3)(c) on September 10, 2018*

p. Amendment dated November 30, 2018 – Previously filed with Post-Effective Amendment No. 103 as Exhibit (d)(3)(d) on November 30, 2018*

q. Amendment dated February 28, 2019 – Previously filed with Post-Effective Amendment No. 107 as Exhibit (d)(3)(e) on April 18, 2019*

r. Amendment dated April 1, 2019 – Previously filed with Post-Effective Amendment No. 107 as Exhibit (d)(3)(f) on April 18, 2019*

s. Amendment dated May 1, 2019 – Previously filed with Post-Effective Amendment No. 110 as Exhibit (d)(3)(g) on September 4, 2019*

t. Amendment dated June 21, 2019 - Previously filed with Post-Effective Amendment No. 110 as Exhibit (d)(3)(h) on September 4, 2019*

u. Amendment dated June 28, 2019 - Previously filed with Post-Effective Amendment No. 110 as Exhibit (d)(3)(i) on September 4, 2019*

j. Amendment dated February 26, 2020 – Previously filed with Post-Effective Amendment No. 113 as Exhibit (d)(3)(j) on April 16, 2020*

k. Amendment dated February 28, 2020 – Previously filed with Post-Effective Amendment No. 113 as Exhibit (d)(3)(k) on April 16, 2020*

l. Amendment dated August 31, 2020 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(3)(l) on April 23, 2021*

m. Amendment dated February 28, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(3)(m) on April 23, 2021*

n. Amendment dated March 5, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(3)(n) on April 23, 2021*

o. Amendment dated April 26, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(3)(o) on April 23, 2021*

p. Amendment dated May 1, 2021 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(3)(p) on April 23, 2021*

q. Amendment dated August 28, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (d)(3)(q) on November 4, 2021*

r. Amendment dated May 1, 2022 – Previously filed with Post-Effective Amendment No. 145 as Exhibit (d)(3)(r) on April 18, 2022*

s. Amendment dated August 28, 2023 – Filed herewith

t. Amendment dated September 8, 2023 – Filed herewith

4. Subadvisory Agreement dated October 1, 2014 between New York Life Investment Management LLC and Winslow Capital Management LLC – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(6) on August 10, 2017*

j. Amendment dated February 28, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (d)(6)(b) on May 2, 2016*

k. Amendment dated May 1, 2020 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(4)(b) on April 23, 2021*

5. Subadvisory Agreement dated May 30, 2017 between New York Life Investment Management LLC and Janus Capital Management LLC – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(8) on August 10, 2017*

6. Amended and Restated Subadvisory Agreement between New York Life Investment Management LLC and Newton Investment Management North America, LLC dated March 1, 2023– Filed herewith

7. Subadvisory Agreement dated February 3, 2012 between New York Life Investment Management LLC and Pacific Investment Management Company LLC – Previously filed with Post-Effective Amendment No. 66 as Exhibit (d)(12) on April 11, 2012*

8. Subadvisory Agreement dated November 30, 2018 between New York Life Investment Management LLC and FIAM LLC – Previously filed with Post-Effective Amendment No. 103 as Exhibit (d)(10) on November 30, 2018*

9. Amended and Restated Subadvisory Agreement between New York Life Investment Management LLC and Candriam dated July 1, 2022 – Filed herewith

10. Subadvisory Agreement dated May 1, 2014 between New York Life Investment Management LLC and NYL Investors LLC –

Previously filed with Post-Effective Amendment No. 80 as Exhibit (d)(17) on May 1, 2015*

a. Amendment dated May 1, 2015 – Previously filed with Post-Effective Amendment No. 89 as Exhibit (d)(16)(a) on September 12, 2016*

b. Amendment dated May 1, 2017 – Previously filed with Post-Effective Amendment No. 96 as Exhibit (d)(16)(b) on August 10, 2017*

c. Amendment dated May 1, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (d)(11)(c) on November 4, 2021*

11. Subadvisory Agreement dated September 10, 2018 between New York Life Investment Management LLC and IndexIQ Advisors LLC – Previously filed with Post-Effective Amendment No. 101 as Exhibit (d)(15) on September 10, 2018*

12. Amended and Restated Subadvisory Agreement Subadvisory Agreement between New York Life Investment LL and IndexIQ Advisors LLC dated February 10, 2023 – Filed herewith

13. Subadvisory Agreement dated February 28, 2020 between New York Life Investment Management LLC and CBRE Clarion Securities LLC - Previously filed with Post-Effective Amendment No. 111 as Exhibit (d)(15) on February 19, 2020*

b. Amendment dated May 1, 2023 – Previously filed with Post-Effective Amendment No. 150 as Exhibit (d)(12)(a) on April 14, 2023*

14. Subadvisory Agreement dated May 1, 2020 between New York Life Investment Management LLC and Brown Advisory LLC – Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(14) on April 23, 2021*

15. Subadvisory Agreement dated March 5, 2021 between New York Life Investment Management LLC and Wellington Management Company LLP - Previously filed with Post-Effective Amendment No. 127 as Exhibit (d)(16) on April 23, 2021*

b. Amendment dated May 1, 2023 – Previously filed with Post-Effective Amendment No. 150 as Exhibit (d)(14)(a) on April 14, 2023*

16. Subadvisory Agreement dated April 30, 2021 between New York Life Investment Management LLC and Segall Bryant & Hamill LLC – Previously filed with Post-Effective Amendment No. 145 as Exhibit (d)(15) on April 18, 2022*

17. Subadvisory Agreement dated May 1, 2022 between New York Life Investment Management LLC and American Century Investment Management, Inc. – Previously filed with Post-Effective Amendment No. 145 as Exhibit (d)(16) on April 18, 2022*

18. Subadvisory Agreement between New York Life Investment Management LLC and PineStone Asset Management Inc. dated July 24, 2023 – Filed herewith

e. Underwriting Contracts

11. Amended and Restated Distribution and Service Agreement dated May 1, 2016 (Service and Service 2) – Previously filed with Post-Effective Amendment No. 88 as Exhibit (e)(1) on May 2, 2016*

f. Not Applicable

g. Custodian Agreements

11. Global Custody Agreement with JPMorgan Chase Bank, National Association dated June 22, 2020 – Previously filed with Post-Effective Amendment No. 127 as Exhibit (g)(1) on April 23, 2021*

b. Amendment dated May 1, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (g)(1)(a) on November 4, 2021*

c. Amendment dated September 9, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (g)(1)(b) on November 4, 2021*

d. Amendment dated March 30, 2023 – Filed herewith

d. Amendment dated May 16, 2023 – Filed herewith

h. Other Material Contracts

1. Amended and Restated Fund Participation Agreement between and among New York Life Insurance and Annuity Corporation, MainStay VP Series Fund, Inc. and New York Life Investment Management LLC dated June 30, 2010 – Previously filed with Post-Effective Amendment No. 56 as Exhibit (h)(1) on April 29, 2011*

a. Assignment and Amendment dated April 29, 2011 – Previously filed with Post-Effective Amendment No. 56 as Exhibit (h)(1)(a) on April 29, 2011*

b. Addendum dated February 17, 2012 – Previously filed with Post-Effective Amendment No. 66 as Exhibit (h)(1)(b) on April 11, 2012*

c. Amendment dated January 15, 2016 – Previously filed with Post-Effective Amendment No. 89 as Exhibit (h)(1)(c) on September 12, 2016*

d. Amendment dated May 1, 2016 – Previously filed with Post-Effective Amendment No. 89 as Exhibit (h)(1)(d) on September 12, 2016*

2. Form of Stock License Agreement relating to the use of the New York Life name and service marks – Previously filed as Exhibit (h) (2) to Post-Effective Amendment No. 28 as Exhibit (h)(2) filed on April 14, 2000*

3. Master Administration Agreement between MainStay VP Series Fund, Inc. and New York Life Insurance and Annuity Corporation – Previously filed with Post-Effective Amendment No. 30 as Exhibit (h)(3) filed on April 13, 2001*

a. Form of Substitution Agreement substituting NYLIM for NYLIAC – Previously filed with Post-Effective Amendment No. 30 as Exhibit (h)(3)(a) filed on April 13, 2001*

b. Administration Agreement Supplements – Previously filed with Post-Effective Amendment No. 41 as Exhibit (h)(4) filed on April 5, 2005*

4. Amended and Restated Expense Limitation Agreement dated May 1, 2023 – Previously filed with Post-Effective Amendment No. 150 as Exhibit (h)(4) filed on April 14, 2023*

5. Notice of Contractual Fee Waiver dated May 1, 2015 (Janus and Eagle) – Previously filed with Post-Effective Amendment No. 80 as Exhibit (h)(5) on May 1, 2015*

6. Notice of Contractual Fee Waiver dated May 1, 2020 (Large Cap Growth) – Previously filed with Post-Effective Amendment No. 150 as Exhibit (h)(6) filed on April 14, 2023*

7. Amended and Restated Transfer Agency and Service Agreement with NYLIM Service Company LLC dated October 1, 2008 –Previously filed as Exhibit (h)(1)(a) with Pre-Effective Amendment No. 2 to MainStay Funds Trust’s Registration Statement on October 30, 2009.*

a. Amendment dated April 11, 2016 to the Amended and Restated Transfer Agency Agreement dated October 1, 2008 –Previously filed with Post-Effective Amendment No. 88 as Exhibit (h)(7)(a) on May 2, 2016*

b. Amendment dated June 30, 2016 – Previously filed as Exhibit (h)(1)(a)(xi) to Post-Effective Amendment No. 100 to MainStay Funds Trust’s Registration Statement on September 12, 2016*

c. Amendment dated March 13, 2017 – Previously filed as Exhibit (h)(1)(a)(xii) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

d. Amendment dated April 11, 2017 – Previously filed as Exhibit (h)(1)(a)(xiii) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

e. Amendment dated May 8, 2017 – Previously filed as Exhibit (h)(1)(a)(xiv) to MainStay Funds Trust’s Post-Effective Amendment No. 115 on August 10, 2017*

h. Amendment dated November 15, 2017 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (h)(7)(f) on September 10, 2018*

i. Amendment dated February 28, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (h)(7)(g) on September 10, 2018*

j. Amendment dated May 22, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (h)(7)(h) on September 10, 2018*

k. Amendment dated July 2, 2018 – Previously filed with Post-Effective Amendment No. 101 as Exhibit (h)(7)(i) on September 10, 2018*

l. Amendment dated November 30, 2018 – Previously filed with Post-Effective Amendment No. 103 as Exhibit (h)(7)(j) on November 30, 2018*

m. Amendment dated February 28, 2019 – Previously filed with Post-Effective Amendment No. 107 as exhibit (h)(7)(k) on April 18, 2019*

n. Amendment dated April 1, 2019 – Previously filed with Post-Effective Amendment No. 107 as Exhibit (h)(7)(l) on April 18, 2019*

o. Amendment dated June 14, 2019 – Previously filed with Post-Effective Amendment No. 110 as Exhibit (h)(7)(m) on September 4, 2019*

p. Amendment dated November 1, 2019 - Previously filed with Post-Effective Amendment No. 111 as Exhibit (h)(7)(n) on February 19, 2020*

q. Amendment dated February 26, 2020 – Previously filed with Post-Effective Amendment No. 113 as Exhibit (h)(7)(o) on April 16, 2020*

r. Amendment dated May 1, 2020 – Previously filed with Post-Effective Amendment No. 113 as Exhibit (h)(7)(p) on April 16, 2020*

s. Amendment dated June 30, 2020 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (h)(7)(q) on November 4, 2021*

t. Amendment dated September 30, 2020 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (h)(7)(r) on November 4, 2021*

u. Amendment dated February 28, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (h)(7)(s) on November 4, 2021*

v. Amendment dated September 30, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (h)(7)(t) on November 4, 2021*

w. Amendment dated October 26, 2021 – Previously filed with Post-Effective Amendment No. 135 as Exhibit (h)(7)(u) on November 4, 2021*

x. Amendment dated February 28, 2022 – Filed herewith

y. Amendment dated January 1, 2023 – Filed herewith

z. Amendment dated July 24, 2023 – Filed herewith

aa. Amendment dated August 28, 2023 – Filed herewith

h. Fund Participation Agreement dated May 1, 2016 with Nationwide – Previously filed with Post-Effective Amendment No. 88 as Exhibit (h)(8) on May 2, 2016*

i. Shareholder Services Plan for Service 2 Class adopted December 2015 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (h)(9) on May 2, 2016*

j. Appointment of Agent for Service (VP Cayman Sub) – Previously filed with Post-Effective Amendment No. 89 as Exhibit (h)(10) on September 12, 2016*

k. Fund Participation Agreement dated May 1, 2017 with Jefferson National – Previously filed with Post-Effective Amendment No. 96 as Exhibit (h)(11) on August 10, 2017*

l. Form of MainStay Funds 12d1-4 Agreement (Acquiring Funds) – Previously filed with Post-Effective 147 as Exhibit (h)(12) on May 20, 2022*

m. Form of MainStay Funds 12d1-4 Agreement (Acquired Funds) –Previously filed with Post-Effective 147 as Exhibit (h)(13) on May 20, 2022*

n. Opinion of Counsel

1. Legal Opinion of Dechert LLP – Not applicable

o. Other Opinions

p. Consent of Independent Registered Public Accounting Firm – Not applicable

q. Powers of Attorney – Previously filed with Post-Effective Amendment No. 55 as Exhibit “Other” filed on April 14, 2011*

r. Powers of Attorney – Previously filed with Post-Effective Amendment No. 85 as Exhibit “Other” filed on February 12, 2016*

s. Powers of Attorney (Blunt, Chow & Perold) – Previously filed with Post-Effective Amendment No. 86 as Exhibit “Other” filed on March 1, 2016*

t. Power of Attorney (Hung) – Previously filed with Post-Effective Amendment No. 90 as Exhibit “Other” filed on January 30, 2017*

u. Power of Attorney (Hammond) – Previously filed with Post-Effective Amendment No. 138 as Exhibit (j)(6) on January 12, 2022*

v. Power of Attorney (Abou-Jaoudé) – Filed herewith

w. Not applicable

x. Not applicable

y. Rule 12b-1 Plan

z. 12b-1 Distribution and Service Plan for Service Class dated January 15, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (m)(1) on May 2, 2016*

aa. 12b-1 Distribution and Service Plan for Service 2 Class dated May 1, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (m)(2) on May 2, 2016*

bb. Rule 18f-3 Plan

cc. Amended 18f-3 Plan dated May 1, 2016 – Previously filed with Post-Effective Amendment No. 88 as Exhibit (n)(1) on May 2,

2016*

dd. Reserved

p. Codes of Ethics

q. Code of Ethics of the Registrant dated September 2022 –Previously filed with Post-Effective Amendment No. 150 as Exhibit (p)(1) on April 14, 2023*

r. New York Life Investment Management Holdings LLC’s Code of Ethics dated November 2022 – Previously filed with Post-Effective Amendment No. 150 as Exhibit (p)(2) on April 14, 2023*

s. Nuveen Investments Inc.’s (Winslow) Code of Ethics dated July 2022 – Previously filed with Post-Effective Amendment No. 150 as Exhibit (p)(3) on April 14, 2023*

t. Code of Ethics of Epoch Investment Partners, Inc. dated October 2022 – Previously filed with Post-Effective Amendment No. 150 as Exhibit (p)(4) on April 14, 2023*

u. Janus Capital Management LLC’s Code of Ethics dated November 2022 – Previously filed with Post-Effective Amendment No. 150 as Exhibit (p)(5) on April 14, 2023*

v. BNY Mellon Code of Conduct dated March 2022 – Previously filed with Post-Effective Amendment No. 150 as Exhibit (p)(6) on April 14, 2023*

w. Pacific Investment Management Company LLC’s Code of Ethics dated November 2021 – Previously filed with Post-Effective Amendment No. 147 as Exhibit (p)(7) on May 20, 2022*

x. American Century Investment Management, Inc.’s Code of Ethics dated December 2022 – Previously filed with Post-Effective Amendment No. 150 as Exhibit (p)(8) on April 14, 2023*

y. Fidelity 2022 Code of Ethics – Previously filed with Post-Effective Amendment No. 150 as Exhibit (p)(9) on April 14, 2023*

z. Code of Ethics of Candriam dated March 2021 – Previously filed with Post-Effective Amendment No. 147 as Exhibit (p)(10) on May 20, 2022*

aa. Brown Advisory LLP Code of Ethics (January 2022) – Previously filed with Post-Effective Amendment No. 150 as Exhibit (p)(11) on April 14, 2023*

bb. Segall Bryant & Hammill Code of Ethics (March 2022) – Previously filed with Post-Effective Amendment No. 150 as Exhibit (p)(12) on April 14, 2023*

cc. Code of Ethics of CBRE Investment Management Listed Real Assets LLC dated September 2021– Previously filed with Post-Effective Amendment No. 147 as Exhibit (p)(13) on May 20, 2022*

dd. Wellington Management Company LLC Code of Ethics dated September 2022 – Previously filed with Post-Effective Amendment No. 150 as Exhibit (p)(14) on April 14, 2023*

ee. Code of Ethics of PineStone Asset Management Inc. dated July 2023 – Filed herewith


* Incorporated by reference.

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Shares of MainStay VP Funds Trust (the “Registrant”) are currently offered only to separate accounts of New York Life Insurance and Annuity Corporation (“NYLIAC”), a wholly-owned subsidiary of New York Life Insurance Company (“New York Life”), for allocation to, among others, NYLIAC Variable Annuity Separate Account-I, NYLIAC Variable Annuity Separate Account-II, NYLIAC Variable Annuity Separate Account-III , NYLIAC Variable Annuity Separate Account-IV, NYLIAC MFA Separate Account I, NYLIAC MFA Separate Account II, VLI Separate Account, NYLIAC Variable Universal Life Separate Account-I, NYLIAC Variable Universal Life Separate Account-II, Corporate Sponsored Variable Universal Life Separate Account I, Private Placement Variable Universal Life Separate Account I and Private Placement Variable Universal Life Separate Account II (the “Variable Separate Accounts”). The Variable

Separate Accounts are segregated asset accounts of NYLIAC. NYLIAC has provided the initial investment in the Variable Separate Accounts; and its affiliate, New York Life Investment Management LLC serves as investment adviser to the Portfolios.

The following chart lists entities in which New York Life Insurance Company ("NYLIC"), directly or indirectly, (1) owns more than 50% of the voting interests in, or otherwise exercises control over, the entity (each such entity, a “subsidiary”) or (2) owns between 10% and 50% of the voting securities in the entity (each such entity, an “affiliate”). Unless otherwise indicated, ownership is 100% of voting securities. Details on ownership of voting securities are noted in footnotes. Third party ownership of entities is not included. Subsidiaries of subsidiaries are indented.

This listing does not include NYLIC or subsidiary ownership in any mutual funds or separate accounts.

MSSIV NYL Investor Member LLC (Delaware) (NYLIC: 90%, NYLIAC 10%)

NYL Investors LLC (Delaware)

NYL Investors (U.K.) Limited (United Kingdom)

NYL Investors REIT Manager LLC (Delaware)

NYL Investors NCVAD II GP, LLC (Delaware)

McMorgan Northern California Value Add/Development Fund II, LP (Delaware) (50%)

MNCVAD II-MF HENLEY CA LLC (Delaware)

MNCVAD II-SP HENLEY JV LLC (Delaware) (90%)

MNCVAD II-SP HENLEY OWNER (Delaware)

MNCVAD II-OFC 770 L Street CA LLC (Delaware)

MNCVAD II-MF UNION CA LLC (Delaware)

MNCVAD II- HOLLIDAY UNION JV LLC (Delaware) (90%)

MNCVAD II-OFC HARBORS CA LLC (Delaware)

MNCVAD II-SEAGATE HARBORS LLC (Delaware) (LLC: 90%)

MNCVAD II-OFC 630 K Street CA LLC (Delaware)

MNCVAD II-IND SHILOH CA LLC (Delaware)

MNCVAD II-BIG SHILOH JV LLC (Delaware) (90%)

MSSDF GP LLC (Delaware)

MSSDF Member LLC (Delaware) (NYLIC: 35%, NYLIAC: 65%)

Madison Square Structured Debt Fund LP (Delaware) (40.4%)

MSSDF REIT LLC (Delaware)

MSSDF REIT Funding Sub I LLC (Delaware)

MSSDF REIT Funding Sub II LLC (Delaware)

MSSDF REIT Funding Sub III LLC (Delaware)

MSSDF REIT Funding Sub IV LLC (Delaware)

MSSDF REIT Funding Sub V LLC (Delaware)

MSSDF REIT Funding Sub VI LLC (Delaware)

MSSDF REIT Funding Sub VII LLC (Delaware)

MSSIV GP LLC (Delaware)

Madison Square Strategic Investments Venture LP (Delaware

MSSIV REIT Manager LLC (Delaware) (51%)

Madison Square Strategic Investments Venture REIT LLC (Delaware) (51%)

MSVEF GP LLC (Delaware)

MCPF GP LLC (Delaware)

Madison Core Property Fund LP (Delaware) (NYL Investors is Non Member Manager 0.00%)⁷

MCPF Holdings Manager LLC (Delaware)

MCPF MA Holdings LLC (Delaware)

MCPF Holdings LLC (Delaware)

MADISON-IND TAMARAC FL LLC (Delaware)

MADISON-OFC BRICKELL FL LLC (Delaware)

MADISION-IND POWAY CA LLC (Delaware)

MADISON-LPC POWAY JV LLC (Delaware) (95%)

MADISON-MF GRANARY FLATS TX LLC (Delaware)

MADISON-AO GRANARY FLATS JV LLC (Delaware) (99.999%; TP: 0.001%)

MADISON-AO GRANARY FLATS OWNER LLC (Delaware)

MADISON-IND 2080 ENTERPRISE CA LLC (Delaware)

MIREF Mill Creek, LLC (Delaware)

MIREF Gateway, LLC (Delaware)

MIREF Gateway Phases II and III, LLC (Delaware)

MIREF Delta Court, LLC (Delaware)

MIREF Fremont Distribution Center, LLC (Delaware)

MIREF Century, LLC (Delaware)

MIREF Newpoint Commons, LLC (Delaware)

MIREF Northsight, LLC (Delaware)

MIREF Riverside, LLC (Delaware)

MIREF Corporate Woods, LLC (Delaware)

Barton’s Lodge Apartments, LLC (Delaware) (90%)

MIREF 101 East Crossroads, LLC (Delaware)

101 East Crossroads, LLC (Delaware)

MIREF Hawthorne, LLC (Delaware)

MIREF Auburn 277, LLC (Delaware)

MIREF Sumner North, LLC (Delaware)

MIREF Wellington, LLC (Delaware)

MIREF Warner Center, LLC (Delaware)

MADISON-MF Duluth GA LLC (Delaware)

MADISON-OFC Centerstone I CA LLC (Delaware)

MADISON-OFC Centerstone III CA LLC Delaware)

MADISON-MOB Centerstone IV CA LLC (Delaware)

MADISON-OFC Centerpoint Plaza CA LLC (Delaware)

MADISON-IND Logistics NC LLC (Delaware)

MCPF-LRC Logistics LLC (Delaware) (100%)

MADISON-MF Desert Mirage AZ LLC (Delaware)

MADISON-OFC One Main Place OR LLC (Delaware)

MADISON-IND Fenton MO LLC (Delaware)

MADISON-IND Hitzert Roadway MO LLC (Delaware)

MADISON-MF Hoyt OR LLC (Delaware)

MADISON-RTL Clifton Heights PA LLC (Delaware)

MADISON-IND Locust CA LLC (Delaware)

MADISON-OFC Weston Pointe FL LLC (Delaware)

MADISON-MF MCCADDEN CA LLC (Delaware)

MADISON-OFC 1201 WEST IL LLC (Delaware)

MADISON-MCCAFFERY 1201 WEST IL LLC (Delaware) (92.5%)

MADISON-MF CRESTONE AZ LLC (Delaware)

MADISON-MF TECH RIDGE TX LLC (Delaware)

MADISON-RTL SARASOTA FL, LLC (Delaware)

MADISON-MOB CITRACADO CA LLC (Delaware)

MADISON-MF THE MEADOWS WA LLC (Delaware)

MADISON-ACG THE MEADOWS JV LLC (Delaware)

MADISON-ACG THE MEADOWS OWNER LLC (Delaware)

Madison-MF Osprey QRS Inc. (Delaware)

Madison-MF Osprey NC GP LLC (Delaware)

Madison-MF Osprey NC LP (Delaware) (QRS: 99%; GP/LLC: 1%)

MSVEF Investor LLC (Delaware)

MSVEF Feeder LP (Delaware) (55.56%)

MSVEF REIT LLC (Delaware) (55.56%)

Madison Square Value Enhancement Fund LP(“MSVEFLP”) (Delaware) (51%) (MSVEF GP LLC is the Sole GP)

MSVEF-MF Evanston GP LLC (Delaware) (51%)

MSVEF-MF Evanston IL LP (Delaware) (51%)

MSVEF-OFC WFC Tampa GP LLC (Delaware)

MSVEF-OFC WFC Tampa FL LP (Delaware)

MSVEF-FG WFC Tampa JV LP (Delaware) (GP/LLC: 94.59%)

MSVEF-OFC WFC Tampa PO GP LLC (Delaware)

MSVEF-FG WFC Property Owner LP (Delaware)

MSVEF-IND Commerce 303 GP LLC (Delaware)

MSVEF-IND Commerce 303 AZ LP (Delaware)

MSVEF-SW Commerce 303 JV LP (Delaware) (95%)

MSVEF-MF Pennbrook Station GP LLC (Delaware) (51%)

MSVEF-MF Pennbrook Station PA LP (Delaware) (MSVEFLP: 51%; GPLLC: 0%)

MSVEF-MF Burrough’s Mill GP LLC (Delaware)

MSVEF-MF Burrough’s Mill NJ LP (Delaware)

New York Life Group Insurance Company of NY (“NYLG”) (New York)

Life Insurance Company of North America (Pennsylvania)

LINA Benefit Payments, Inc. (Delaware)

New York Life Benefit Payments LLC (Delaware)

NYL Real Assets LLC (Delaware)

NYL Emerging Manager LLC (Delaware)

NYL Wind Investments LLC (Delaware)

NYLIFE Insurance Company of Arizona (Arizona)

NYLIC HKP Member LLC (Delaware) (NYLIC: 67.974%; NYLIAC 32.026%)

New York Life Insurance and Annuity Corporation (Delaware)

New York Life Enterprises LLC (Delaware)

SEAF Sichuan SME Investment Fund LLC (Delaware) (39.98%)

New York Life International Holdings Limited (Mauritius) (84.38%)¹

Max Ventures and Industries Limited (India) (21.3%, NYLIC: 1.4%)

Max I. Ltd. (India)

Max Assets Services Ltd. (India)

Max Estates Ltd. (India)

Max Square Limited (India) (51%, NYLIC: 49%)

Pharmax Corporation Ltd. (India) (100%)

Max Towers Pvt. Ltd. (India)

Max Estates 128 Pvt. Ltd. (India)

Max Estates Gurgaon Ltd. (India)

Acreage Builders Pvt. Ltd. (India)

NYL Cayman Holdings Ltd. (Cayman Islands)

NYL Worldwide Capital Investments LLC (Delaware)

Seguros Monterrey New York Life, S.A. de C.V. (Mexico) (99.998%)²

Administradora de Conductos SMNYL, S.A. de C.V. (Mexico) (99%)

Agencias de Distribucion SMNYL, S.A. de C.V. (”ADIS”) (Mexico) (99%)

Inmobiliaria SMNYL, SA de C.V. (Mexico) (99%; ADIS: 1%)

NYLIM Jacob Ballas India Holdings IV (Mauritius)

New York Life Investment Management Holdings LLC (Delaware)

New York Life Investment Management Asia Limited (Cayman Islands)

Japan Branch

MacKay Shields LLC (Delaware)

MacKay Shields Emerging Markets Debt Portfolio (Delaware)

MacKay Shields Core Plus Opportunities Fund GP LLC (Delaware)

MacKay Shields Core Plus / Opportunities Fund LP (Delaware)

MacKay Municipal Managers Opportunities GP LLC (Delaware)

MacKay Municipal Opportunities Master Fund, L.P. (Delaware)

MacKay Municipal Opportunities Fund, L.P. (Delaware)

MacKay Municipal Managers Credit Opportunities GP LLC (Delaware)

MacKay Municipal Credit Opportunities Master Fund, L.P. (Delaware)

MacKay Municipal Credit Opportunities Fund, L.P. (Delaware)

MacKay Municipal Credit Opportunities HL Fund, L.P. (Delaware)

MacKay Municipal Managers Credit Opportunities HL (Cayman) GP LLC (Cayman Is.)

MacKay Municipal Credit Opportunities HL (Cayman) Fund, LP (Cayman Is.)

MacKay Municipal Short Term Opportunities Fund GP LLC (Delaware)

MacKay Municipal Short Term Opportunities Fund LP (Delaware)

Plainview Funds plc (Ireland) (50%) (MacKay Shields Employee: 50%)

Plainview Funds plc – MacKay Shields Strategic Bond Portfolio (Ireland) (NYLIC: 0.00%; MacKay: 0.00%)

Plainview Funds plc - MacKay Shields Structured Products Opportunities Portfolio (Ireland) (NYLIC: 99.98%; MacKay: 0.02%)

Plainview Funds plc – MacKay Shields Emerging Markets Debt Portfolio (NYLIC: 99.99%, MacKay: 0.01)

MacKay Shields High Yield Active Core Fund GP LLC (Delaware)

MacKay Shields High Yield Active Core Fund LP (Delaware)

MacKay Shields Credit Strategy Fund Ltd (Cayman Islands)

MacKay Shields Credit Strategy Partners LP (Delaware)

MacKay Shields Defensive Bond Arbitrage Fund Ltd. (Bermuda) (.07%)³

MacKay Shields Core Fixed Income Fund GP LLC (Delaware)

MacKay Shields Core Fixed Income Fund LP (Delaware)

MacKay Shields Select Credit Opportunities Fund GP LLC (Delaware)

MacKay Shields Select Credit Opportunities Fund LP (Delaware)

MacKay Shields (International) Ltd. (UK) (“MSIL”)

MacKay Shields (Services) Ltd. (UK) “(MSSL”)

MacKay Shields UK LLP (UK) (MSIL: 99%; MSSL: 1%)

MacKay Municipal Managers California Opportunities GP LLC (Delaware)

MacKay Municipal California Opportunities Fund, L.P. (Delaware)

MacKay Municipal New York Opportunities GP LLC (Delaware)

MacKay Municipal New York Opportunities Fund, L.P. (Delaware)

MacKay Municipal Opportunities HL Fund, L.P. (Delaware)

MacKay Municipal Capital Trading GP LLC (Delaware)

MacKay Municipal Capital Trading Master Fund, L.P. (Delaware)

MacKay Municipal Capital Trading Fund, L.P. (Delaware)

MacKay Municipal Managers Strategic Opportunities GP LLC (Delaware)

MacKay Municipal Strategic Opportunities Fund, L.P. (Delaware)

MacKay Shields US Equity Market Neutral Fund GP LLC (Delaware)

MacKay Cornerstone US Equity Market Neutral Fund LP (Delaware)

MacKay Shields Intermediate Bond Fund GP LLC (Delaware)

MacKay Shields Intermediate Bond Fund LP (Delaware)

MacKay Municipal Managers Opportunities Allocation GP LLC (Delaware)

MacKay Municipal Opportunities Allocation Master Fund LP (Delaware)

MacKay Municipal Opportunities Allocation Fund A LP (Delaware)

MacKay Municipal Opportunities Allocation Fund B LP (Delaware)

MacKay Municipal Managers U.S. Infrastructure Opportunities GP LLC (Delaware)

MacKay Municipal U.S. Infrastructure Opportunities Fund LP (Delaware)

MacKay Municipal Managers High Yield Select GP LLC (Delaware)

MacKay Municipal High Yield Select Fund LP (Delaware)

MacKay Flexible Income Fund GP LLC (Delaware)

MacKay Flexible Income Fund LP (Delaware)

MacKay Multi-Asset Real Return Fund GP LLC (Delaware)

MacKay Multi-Asset Real Return Fund LP (Delaware)

MacKay Multi-Asset Income Fund GP LLC (Delaware)

MacKay Multi-Asset Income Fund LP (Delaware)

MacKay Municipal Managers High Income Opportunities GP LLC (Delaware)

MacKay Municipal High Income Opportunities Fund LP (Delaware)

Cascade CLO Manager LLC (Delaware)

MKS CLO Holdings GP LLC (Delaware)

MKS CLO Holdings, LP (Cayman Is.)

MKS CLO Advisors, LLC (Delaware)

MacKay Shields Europe Investment Management Limited (Ireland)

MacKay Shields European Credit Opportunity Fund Limited (Jersey) (NYLIAC: 0.0%in liquidation)

MKS Global Sustainable Emerging Markets Equities Fund GP LLC (Delaware)

Candriam Global Sustainable Emerging Markets Equities Fund LP (Delaware) (GP: .05; NYLIAC: 99.95%)

MKS Global Emerging Markets Equities Fund GP LLC (Delaware)

Candriam Global Emerging Markets Equities Fund LP (Delaware) (GP: .05; NYLIAC: 99.95%)

MCF Optimum Sub LLC (Delaware) (Merged into Apogem April 1, 2022)

Apogem Capital LLC fka New York Life Investments Alternatives LLC (Delaware)

Madison Capital Funding LLC (Delaware) (NYLIC: 21.90%; NYLIAC: 78.10%) (Apogem is a Non-Managing Member)

MCF Co-Investment GP LLC (Delaware)

MCF Co-Investment GP LP (Delaware)

Madison Capital Funding Co-Investment Fund LP (Delaware)

Madison Avenue Loan Fund GP LLC (Delaware)

Madison Avenue Loan Fund LP (Delaware)

MCF Fund I LLC (Delaware)

MCF Hanwha Fund LLC (Delaware)⁷(0 voting ownership)

Ironshore Investment BL I Ltd. (Bermuda)⁷ (0 voting ownership)

MCF CLO IV LLC (Delaware)⁷(NYLIC: 6.7%)

MCF CLO V LLC (Delaware)⁷ (NYLIC: 5%)

MCF CLO VI LLC (Delaware)⁷(0 voting ownership)

MCF CLO VII LLC (f/k/a LMF WF Portfolio III, LLC) (Delaware)⁷(0 voting ownership)

MCF CLO VIII Ltd. (Delaware)⁷(0 voting ownership)

MCF CLO VIII LLC (Delaware)

MCF CLO IX Ltd. (Cayman Islands)⁷

MCF CLO IX LLC (Delaware)

MCF KB Fund LLC (Delaware)⁷(0 voting ownership)

MCF KB Fund II LLC (Delaware)⁷(0 voting ownership)

MC KB Fund III LLC (Delaware)⁷(0 voting ownership)

MCF Hyundai Fund LLC (Delaware)⁷(0 voting ownership)

Apogem Direct Lending Hyundai Fund 2 LLC (Delaware)⁷(0 voting ownership)

MCF Senior Debt Fund–2020 LP (Cayman Islands)⁷ (0 voting ownership)

Montpelier Carry Parent, LLC (Delaware)

Montpelier Carry, LLC (Delaware)

Montpelier GP, LLC (Delaware)

Montpelier Fund, L.P. (Delaware)

MCF Mezzanine Carry I LLC (Delaware)⁷

MCF Mezzanine Fund I LLC (Delaware) (NYLIC: 66.66%; NYLIAC: 33.33%) (MCF is the manager)

MCF PD Fund GP LLC (Delaware)⁷

MCF PD Fund LP (Delaware)⁷

MCF Senior Debt Fund 2019-I GP LLC (Delaware)⁷

MCF Senior Debt Fund 2019-I LP (Delaware)⁷

Warwick Seller Representative, LLC (Delaware)

Young America Holdings, LLC (“YAH”) (Delaware) (36.35%)⁷

YA Canada Corporation (Nova Scotia, Canada)

New York Life Capital Partners III GenPar GP, LLC (Delaware)

New York Life Capital Partners IV GenPar GP, LLC (Delaware)

New York Life Capital Partners IV GenPar, L.P. (Delaware)

New York Life Capital Partners IV, L.P. (Delaware)

GoldPoint Core Opportunities Fund, L.P. (Delaware Series LP)

GoldPoint Core Opportunities Fund II L.P. (Delaware Series LP)

GoldPoint Mezzanine Partners IV GenPar GP, LLC (Delaware)

GoldPoint Mezzanine Partners IV GenPar, LP (Delaware)

GoldPoint Mezzanine Partners Co-Investment Fund A, LP (Delaware)

GoldPoint Mezzanine Partners IV, LP (Delaware) (“GPPIVLP”)

GPP Mezz IV A Blocker LP (Delaware)(“GPPMBA”)

GPP Mezz IV A Preferred Blocker LP (Delaware)

GPP Mezz IV B Blocker LP (Delaware) (“GPPMBB”)

GPP Mezz IV C Blocker LP (Delaware) (“GPPMBC”)

GPP Mezz IV D Blocker LP (Delaware) (“GPPMBD”)

GPP Mezz IV E Blocker LP (Delaware)

GPP Mezz IV ECI Aggregator LP name change from GPP Mezzanine Blocker E, LP (Delaware)

GPP Mezz IV F Blocker LP (Delaware)

GPP Mezz IV G Blocker LP (Delaware)

GPP Mezz IV H Blocker LP (Delaware)

GPP Mezz IV I Blocker LP (Delaware)

GoldPoint Mezzanine Partners Offshore IV, L.P. (Cayman Islands)

GoldPoint Partners Co-Investment V GenPar GP LLC (Delaware)

GoldPoint Partners Co-Investment V GenPar, LP (Delaware)

GoldPoint Partners Co-Investment Fund A, LP (Delaware)

GoldPoint Partners Co-Investment V, LP (Delaware)

GPP V – ECI Aggregator LP (Delaware)

GPP V G Blocker Holdco LP (Delaware)

GoldPoint Partners Private Debt V GenPar GP, LLC (Delaware)

GoldPoint Partners Private Debt Offshore V, LP (Cayman Island)

GPP Private Debt V RS LP (Delaware)

GoldPoint Partners Private Debt V GenPar GP, LP (Delaware)

GoldPoint Partners Private Debt V, LP (Delaware)

GPP PD V A Blocker LLC (Delaware)

GPP Private Debt V-ECI Aggregator LP (Delaware)

GPP PD V B Blocker LLC (Delaware)

GPP PD V D Blocker LLC (Delaware)

GPP LuxCo V GP Sarl (Luxembourg)

GoldPoint Partners Select Manager III GenPar GP, LLC (Delaware)

GoldPoint Partners Select Manager III GenPar, L.P. (Cayman Islands)

GoldPoint Partners Select Manager Fund III, L.P. (Cayman Islands)

GoldPoint Partners Select Manager Fund III AIV, L.P. (Delaware)

GoldPoint Partners Select Manager IV GenPar GP, LLC (Delaware)

GoldPoint Partners Select Manager IV GenPar, L.P. (Delaware)

GoldPoint Partners Select Manager Fund IV, L.P. (Delaware)

GoldPoint Partners Select Manager V GenPar GP, LLC (Delaware)

GoldPoint Partners Select Manager V GenPar, L.P. (Delaware)

GoldPoint Partners Select Manager Fund V, L.P. (Delaware)

GoldPoint Partners Canada V GenPar Inc. (New Brunswick, Canada)

GoldPoint Partners Select Manager Canada Fund V, L.P. (Ontario, Canada)

GoldPoint Partners Canada III GenPar Inc. (Canada)

GoldPoint Partners Select Manager Canada Fund III, L.P. (Canada)

GoldPoint Partners Canada IV GenPar Inc. (Canada)

GoldPoint Partners Select Manager Canada Fund IV, L.P. (Canada)

GoldPoint Partners Co-Investment VI GenPar GP LLC (Delaware)

GoldPoint Partners Co-Investment VI GenPar, LP (Delaware)

GoldPoint Partners Co-Investment VI, LP (Delaware)

GPP VI - ECI Aggregator LP (Delaware)

GPP VI Blocker A LLC (Delaware)

GPP VI Blocker B LLC (Delaware)

GPP VI Blocker C LLC (Delaware)

GPP VI Blocker D LLC (Delaware)

GPP VI Blocker E LLC (Delaware)

GPP VI Blocker F LLC (Delaware)

GPP VI Blocker G LLC (Delaware)

GPP VI Blocker H LLC (Delaware)

GPP VI Blocker I LLC (Delaware)

Apogem Co-Invest VII GenPar GP LLC,

Apogem Co-Invest VII GenPar LP

Apogem Co-Investment VII, LP

GoldPoint Private Credit GenPar GP, LLC (Delaware)

GoldPoint Private Credit Fund, LP (Delaware) (GoldPoint: 100%)

GoldPoint Partners Canada GenPar, Inc. (Canada)

NYLCAP Canada II GenPar Inc. (Canada)

NYLCAP Select Manager Canada Fund II, L.P. (Canada)

NYLIM Mezzanine Partners II GenPar GP, LLC (Delaware)

NYLIM Mezzanine Partners II GenPar, LP (Delaware)

NYLCAP Mezzanine Partners III GenPar GP, LLC (Delaware)

NYLCAP Mezzanine Partners III GenPar, LP (Delaware)

NYLCAP Mezzanine Partners III, LP (Delaware)

NYLCAP Mezzanine Offshore Partners III, L.P. (Cayman Islands)

NYLCAP Select Manager GenPar, LP (Delaware)

NYLCAP Select Manager II GenPar GP, LLC (Delaware)

NYLCAP Select Manager II GenPar GP, L.P. (Cayman Islands)

NYLCAP Select Manager Fund II, L.P. (Cayman Islands)

NYLCAP India Funding LLC (Delaware)

NYLIM-JB Asset Management Co. (Mauritius) LLC (Mauritius) (24.66%)⁴

New York Life Investment Management India Fund II, LLC (Mauritius)

New York Life Investment Management India Fund (FVCI) II, LLC (Mauritius)

NYLCAP India Funding III LLC (Delaware)

NYLIM-Jacob Ballas Asset Management Co. III, LLC (Mauritius) (24.66%)⁵

NYLIM Jacob Ballas India Fund III (Mauritius) LLC

NYLIM Jacob Ballas India (FVCI) III (Mauritius) LLC

NYLIM Jacob Ballas India (FII) III (Mauritius) LLC

Evolvence Asset Management, Ltd. (Cayman Islands) (Apogem: 24.5%)

EIF Managers Limited (Mauritius) (58.72%)

EIF Managers II Limited (Mauritius) (55%)

Tetra Opportunities Partners (Delaware) (DE Series)

BMG PAPM GP, LLC (Delaware)

BMG PA Private Markets (Delaware) LP (Delaware)

BMG Private Markets (Cayman) LP (Cayman Islands)

PACD MM, LLC (Delaware)

PA Capital Direct, LLC (Delaware)⁷

ApCap Strategic Partnership I LLC (Delaware)

PA Credit Program Carry Parent, LLC (Delaware)

PA Credit Program Carry, LLC (Delaware)

PACIF Carry Parent, LLC (Delaware)

PACIF Carry, LLC (Delaware)

PACIF GP, LLC Delaware)

Private Advisors Coinvestment Fund, LP (Delaware)

PACIF II GP, LLC Delaware)

Private Advisors Coinvestment Fund II LP (Delaware)

PACIF II Carry Parent, LLC (Delaware)

PACIF II Carry, LLC (Delaware)

PACIF III GP, LLC (Delaware)

Private Advisors Coinvestment Fund III, LP (Delaware)

PACIF III Carry Parent, LLC (Delaware)

PACIF III Carry, LLC (Delaware)

PACIF IV GP, LLC (Delaware)

Private Advisors Coinvestment Fund IV, LP (Delaware)

PACIF IV Carry Parent, LLC (Delaware)

PACIF IV Carry, LLC (Delaware)

PAMMF GP, LLC (Delaware)

PA Middle Market Fund, LP (Delaware)

PASCBF III GP, LLC (Delaware)

Private Advisors Small Company Buyout Fund III, LP (Delaware)

PASCBF IV GP, LLC (Delaware)

Private Advisors Small Company Buyout Fund IV, LP (Delaware)

PASCBF IV Carry Parent, LLC (Delaware)

PASCBF IV Carry, LLC (Delaware)

PASCBF V GP, LLC (Delaware)

Private Advisors Small Company Buyout Fund V, LP (Delaware)

Private Advisors Small Company Buyout V–ERISA Fund, LP (Delaware)

PASCBF V Carry Parent, LLC (Delaware)

PASCBF V Carry, LLC (Delaware)

PASCPEF VI Carry Parent, LLC (Delaware)

PASCPEF VI Carry, LLC (Delaware)

PASCPEF VI GP, LLC (Delaware)

Private Advisors Small Company Private Equity Fund VI, LP (Delaware)

Private Advisors Small Company Private Equity Fund VI (Cayman), LP (Cayman Islands)

PASCPEF VII GP, LLC (Delaware)

Private Advisors Small Company Private Equity Fund VII, LP (Delaware)

Private Advisors Small Company Private Equity Fund VII (Cayman), LP (Cayman Islands)

PASCPEF VII Carry Parent, LLC (Delaware)

PASCPEF VII Carry, LLC (Delaware)

PASCPEF VIII GP, LLC (Delaware)

Private Advisors Small Company Private Equity Fund VIII, LP (Delaware)

Private Advisors Small Company Private Equity Fund VIII (Cayman), LP (Cayman Islands)

PASCPEF IX GP, LLC (Delaware)

PA Small Company Private Equity Fund IX, LP (Delaware)

PA Small Company Private Equity Fund IX, (Cayman), LP (Cayman Islands)

APEF X GP, LLC (Delaware)

Apogem Private Equity Fund X, LP fka [PA] Private Equity Fund X, LP (Delaware)

Cuyahoga Capital Partners IV Management Group LLC (Delaware)

Cuyahoga Capital Partners IV LP (Delaware)

Cuyahoga Capital Emerging Buyout Partners Management Group LLC (Delaware)

Cuyahoga Capital Emerging Buyout Partners LP (Delaware)

PA Real Assets Carry Parent, LLC (Delaware)

PA Real Assets Carry, LLC (Delaware)

PA Real Assets Carry Parent II, LLC (Delaware)

PA Real Assets Carry II, LLC (Delaware)

PA Emerging Manager Carry Parent, LLC (Delaware)

PA Emerging Manager Carry, LLC (Delaware)

PA Emerging Manager Carry Parent II, LLC (Delaware)

PA Emerging Manager Carry II, LLC (Delaware)

RIC I GP, LLC (Delaware)

Richmond Coinvestment Partners I, LP (Delaware)

RIC I Carry Parent, LLC (Delaware)

RIC I Carry, LLC (Delaware)

PASF V GP, LLC (Delaware)

Private Advisors Secondary Fund V, LP (Delaware)

PASF V Carry Parent, LLC (Delaware)

PASF V Carry, LLC (Delaware)

PASF VI GP, LLC (Delaware)

PA Secondary Fund VI, LP (Delaware)

PA Secondary Fund VI Coinvestments, LP (Delaware) (68.14%)

PA Secondary Fund VI (Cayman), LP (Cayman Islands) (68.14%)

PARAF GP, LLC (Delaware)

Private Advisors Real Assets Fund, LP (Delaware)

PARAF Carry Parent, LLC (Delaware)

PARAF Carry, LLC (Delaware)

PASCCIF GP, LLC (Delaware)

Private Advisors Small Company Coinvestment Fund, LP (Delaware)

Private Advisors Small Company Coinvestment Fund-ERISA, LP (Delaware)

PASCCIF II GP, LLC (Delaware)

PA Small Company Coinvestment Fund II, LP (Delaware)

PA Small Company Coinvestment Fund II (Cayman), LP (Cayman Islands)

PASCCIF Carry Parent, LLC (Delaware)

PASCCIF Carry, LLC (Delaware)

PARAF II GP, LLC (Delaware)

Private Advisors Real Assets Fund II, LP (Delaware)

PARAF III GP, LLC (Delaware)

PA Real Assets Fund III, LP (Delaware)

SAF GP LLC (Delaware)

Social Advancement Fund, LP (Delaware)

Washington Pike GP, LLC (Delaware)

Washington Pike, LP (Delaware)

RidgeLake Partners GP, LLC (Delaware)

RidgeLake Partners, LP (Delaware)

RidgeLake Co-Investment Partners, LP (Delaware)

NYLCAP Holdings (Mauritius) (Mauritius)

Jacob Ballas Capital India Pvt. Ltd. (Mauritius) (23.30%)

Industrial Assets Holdings Limited (Mauritius) (28.02%)

JB Cerestra Investment Management LLP (Mauritius)

NYLIM Service Company LLC (Delaware)

NYL Workforce GP LLC (Delaware)

New York Life Investment Management LLC (Delaware)

NYLIM Fund II GP, LLC (Delaware)

NYLIM-TND, LLC (Delaware)

New York Life Investment Management Hong Kong Limited (China)

WFHG GP, LLC (Delaware) (50%)

Workforce Housing Fund I-2007 LP (Delaware) (50%)

IndexIQ Holdings LLC (Delaware) (“IQ Holdings”)

IndexIQ LLC (Delaware) (NYLIMH: 74.37%, IQHoldings: 25.63%)

IndexIQ Advisors LLC (Delaware)

IndexIQ Active ETF Trust (Delaware)⁷ (NYLIAC: 98.5%)

IQ MacKay Shields Municipal Insured ETF (NYL: 0.00%)

IQ MacKay Shields Municipal Intermediate ETF (NYL: 0.00%)

IQ MacKay ESG Core Plus Bond ETF (NYLIM: 94.45%)

IQ MacKay California Municipal Intermediate ETF (NYLIM: 42.63%, NYLIAC: 43.48%)

IQ MacKay ESG High Income ETF (NYLIM: 99.47%)

IQ MacKay Multi-Sector Income ETF (NYLIM: 99.06%)

IQ Ultra Short Duration ETF (NYL: 0.00%)

IQ Winslow Focused Large Cap Growth ETF (NYLIM: 95.16%)

IQ Winslow Large Cap Growth ETF (NYLIM: 99.55%)

IndexIQ ETF Trust (Delaware) (NYLIC: 10.2%)

IQ 50 Percent Hedged FTSE International ETF (NYLIM: 51.16%)

IQ 500 International ETF (NYLIM: 94.41%)

IQ CBRE NexGen Renewal Estate ETF (NYL:0.00)

IQ Chaikin US Large Cap ETF (NYLIM: 97.83%)

IQ Chaikin US Small Cap ETF (NYLIM: 80.08%)

IQ Clean Oceans ETF (NYLIAC: 76.13%)

IQ Cleaner Transport ETF (NYLIAC: 76.23%)

IQ Engender Equality ETF (NYLIAC: 79.91%)

IQ FTSE International Equity Currency Neutral ETF (NYLIM: 42.73%)

IQ Global Equity R&D Leaders ETF (NYLIM: 76.31%)

IQ Global Resources ETF (NYL: 0.00%)

IQ Healthy Hearts ETF (NYLIAC: 66.66%)

IQ Hedge Event-Driven Tracker ETF (NYL: 0.00%)

IQ Hedge Long/Short Tracker ETF (NYL: 0.00%)

IQ Hedge Macro Tracker ETF (NYL: 0.00%)

IQ Hedge Market Neutral Tracker ETF (NYL: 0.00%)

IQ Hedge Multi-Strategy Tracker ETF (NYL: 0.00%)

IQ Merger Arbitrage ETF (NYL: 0.00%)

IQ Real Return ETF (NYL: 0.00%)

IQ S&P High Yield Low Volatility Bd ETF (NYLIM: 54.57%)

IQ US Real Estate Small Cap ETF (NYL: 0.00%)

IQ Candriam ESG International Equity ETF (NYLIM: 93.55%)

IQ Candriam ESG U.S. Mid Cap Equity ETF (NYLIM: 94.93%)

IQ Candriam ESG U.S. Large Cap Equity ETF (NYLIM: 84.34%)

IQ U.S. Large Cap R&D Leaders ETF (NYLIM: 94.95%)

IQ U.S. Mid Cap R&D Leaders ETF (NYLIM: 94.94%)

New York Life Investment Management Holdings International (Luxembourg)

New York Life Investment Management Holdings II International (Luxembourg)

Candriam Group (“CG”) (Luxembourg)

CGH UK Acquisition Company Limited (UK)

Tristan Capital Partners Holdings Limited (England & Wales) (49%)

Tristan Capital Holdings Limited (England & Wales) (100%)

Tristan Capital Partners LLP (England & Wales) (100%)

EPISO 4 Co-Investment LLP (England & Wales)(50%, Tristan Capital Partners LLP 50%)

EPISO 4 (GP) LLP (England & Wales) 16%)(5 individual members)

EPISO 4 Incentive Partners LLP (England & Wales)(4.7%)(18 Individual members and three corporate members)

CCP 5 Co-Investment LLP (England & Wales)(50%, Tristan Capital Partners LLP 50%)

Tristan Capital Limited (England & Wales) (92%)

Tristan Capital Partners LLP (England & Wales)(92%)(25 individual members)

CCP III Co-Investment (GP) Limited (Scotland)

CCP III Co-Investment LP (Scotland)

CCP IV Co-Investment LP (Scotland)

CCP III (GP) LLP (England & Wales)(50%)

CCP III Incentive Partners (GP) Limited (Scotland)

CCP III Incentive Partners LP (Scotland)

CCP IV Incentive Partners LP (Scotland)

Curzon Capital Partners III (GP) Limited (England & Wales)

CCP III (GP) LLP (England & Wales)(50%)

EPISO 3 Co-Investment (GP) Limited (Scotland)

EPISO 3 Co-Investment LP (Scotland)

EPISO 3 Incentive Partners (GP) Limited (Scotland)

EPISO 3 Incentive Partners LP (Scotland)

EPISO 3 IOM Limited (Isle of Man)

CCP IV (GP) LLP (England & Wales) (50%)

Curzon Capital Partners IV (GP) Limited (England & Wales)

CCP 5 GP LLP (England & Wales)(33%)(2 individual members)

CCP 5 Pool Partnership GP Limited (Jersey)

CCP 5 Pool Partnership SLP (Jersey)

Tristan Capital Partners Asset Management Limited (England & Wales)

TCP Poland Spolka z ograniczoną odpowiedzialnoscią (Poland)

TCP Co-Investment (GP) S.à.r.l. (Luxembourg)

TCP Co-Investment SCSP (Luxembourg)

TCP Incentive Partners SCSP (Luxembourg)

TCP Incentive Partners (GP) S.à.r.l. (Luxembourg)

German Property Performance Partners Investors Feeder Verwaltungs GmbH (Germany)

EPISO 4 (GP) S.à.r.l. (Luxembourg)

EPISO 4 (GP) II S.à.r.l. (Luxembourg)

Tristan (Holdings) Limited (England & Wales) (40%)⁶ (10 shares held by an individual)

EPISO 3 Feeder (GP) Limited (Scotland) (40%)

CCP V Feeder (GP) LLP (England & Wales) (40%) (2 individual members)

EPISO 4 Feeder (GP) LLP (England & Wales) (40%) (2 individual members)

CCP 5 Feeder LLP (England & Wales) (33%) (40%) (2 individual members)

Tristan Global Securities GP Limited (Cayman Islands) (40%)

Tristan Global Securities LP (Cayman Islands) (40%)

KTA Holdco (Luxembourg) (CANLUX: 66.67%, Apogem: 33.33%)

Kartesia Management SA (Luxembourg) (33%)

Kartesia UK Ltd. (UK)

Kartesia Belgium (Belgium)

Kartesia Credit FFS (France)

Kartesia GP III (Luxembourg)

Kartesia Credit Opportunities III S.C.A., SICAV-SIF (Luxembourg)

Kartesia Securities (Luxembourg)

Kartesia III Topco S.ẚ.r.l. (Luxembourg)

Kartesia GP IV (Luxembourg)

Kartesia Credit Opportunities IV SCS SICAV-SIF (Luxembourg)

Kartesia Securities IV (Luxembourg)

Kartesia Securities IV Topco S.ẚ.r.l. (Luxembourg)

Kartesia Master GP (Luxembourg)

Kartesia Credit Opportunities V Feeder SCS (Luxembourg)

Kartesia Senior Opportunities I SCS, SICAV-RAIF (Luxembourg)

KASS Unleveled S.ẚ.r.l. (Luxembourg)

KSO I Topco S.ẚ.r.l. (Luxembourg)

Kartesia Credit Opportunities V SCS (Luxembourg)

Kartesia Securities V S.ẚ.r.l. (Luxembourg)

Candriam Luxco S.a.r.l. (Luxembourg) (“CANLUXS”)

Candriam (Luxembourg) (”CANLUX”) (CG: 90.585%; 1 share held by CANLUXS)

Candriam Belgian Branch

Candriam France Branch

Candriam Italy Branch

Candriam UK Establishment

Candriam Germany Branch

Candriam US Branch

Candriam Spain Branch

Candriam Netherlands Branch

Candriam MENA Branch (Dubai, UAE)

Candriam Monétaire SICAV (France) (CANBEL: 0.83%; CANFR: 1.96%, CIG: 0.01%)

Candriam Switzerland LLC (Switzerland)

Candriam GP (Luxembourg)

Belfius Fund (Luxembourg) (SICAV with Board controlled by Candriam)

Belfius Fund Target Income 2032 (0.00%)

Belfius Equities (Belgian) (0.00%)

Cordius (Luxembourg) (CANLUX: 8.68%, CANBEL: 5.02%)

Cordius CIG (“CIG”) (CANBEL: 36.64%, CANLUX: 63.36%)

Candriam Absolute Return (Luxembourg) (CIG: .31%)

Candriam Absolute Return Equity Market Neutral (Lux) (CIG: .31%)

Candriam Bonds (Luxembourg) (NYLIAC: 0.21%)

Candriam Bonds Capital Securities (CIG: 0.01%)

Candriam Bonds Convertible Defensive (0.00%)

Candriam Bonds Convertible Opportunities (0.00%)

Candriam Bonds Credit Alpha (NYLIAC: 19.93%; CIG: 0.01%)

Candriam Bonds Credit Opportunities (0.00%)

Candriam Bonds Emerging Debt Local Currencies (CIG: 0.02)

Candriam Bonds Emerging Markets (0.01%)

Candriam Bonds Emerging Markets Corporate (CIG: 0.01%)

Candriam Bonds Emerging Markets Total Return (CIG: 0.01%)

Candriam Bonds Euro (0.00%)

Candriam Bonds Euro Corporate (0.00%)

Candriam Bonds Euro Corporate Financials (0.00%)

Candriam Bonds Euro Diversified (0.00%)

Candriam Bonds Euro Government (0.00%)

Candriam Bonds Euro High Yield (0.00%)

Candriam Bonds Euro Short Term (0.00%)

Candriam Bonds Euro Long Term (CIG: 0.02%)

Candriam Bonds Floating Rate Notes (0.00%)

Candriam Bonds Global Government (0.00%)

Candriam Bonds Global High Yield (0.00%)

Candriam Bonds Global Inflation Short Duration (0.00%)

Candriam Bonds Global Sovereign Quality (0.00%)

Candriam Bonds International (CIG: 0.02%)

Candriam Bonds Total Return (0.00%)

Candriam Business Equities (Belgium) (0.00%)

Candriam Business Equities EMU (0.00%)

Candriam Business Equities Global Income (0.00%)

Candriam Diversified Futures (CIG: 2.08%)

Candriam Equities L (Luxembourg) (NYLIAC: 0.10%, CIG: 0.03%)

Candriam Equities L Australia (0.00%)

Candriam Equities L Biotechnology (0.00%)

Candriam Equities L Emerging Markets (0.00%)

Candriam Equities L EMU (0.00%)

Candriam Equities L EMU Innovation (CIG: 0.01%)

Candriam Equities L Europe Conviction (0.00%)

Candriam Equities L Europe Innovation (0.00%)

Candriam Equities L Europe Optimum Quality (0.00%)

Candriam Equities L Global Demography (0.00%)

Candriam Equities L Life Care (0.00%)

Candriam Equities L Meta Globe (CIG: 75.05%)

Candriam Equities L Oncology Impact (0.00%)

Candriam Equities L Risk Arbitrage Opportunities (NYLIAC: 18.11%, CIG: 0.01%)

Candriam Equities L Robotics & Innovation Technology (0.00%)

Candriam Fund (Luxembourg) (0.00%)

Candriam Fund Sustainable Euro Corporate Bonds Fossil Free (0.00%)

Candriam Fund Sustainable European Equities Fossil Free (0.00%)

Candriam GF (Luxembourg) (NYLIAC: 52.21%; NYLIM: 5.70%; CIG: 4.41%) Candriam GF AUSBIL Global Essential Infrastructure (NYLIAC: 89.29%, CIG: 0.02%)

Candriam GF AUSBIL Global Small Cap (NYLIM: 99.99%; CIG: 0.01%)

Candriam GF Short Duration US High Yield Bonds (CIG: 94.20%)

Candriam GF U.S. Equity Opportunities (0.00%)

Candriam GF US Corporate Bonds (NYLIAC: 96.26%)

Candriam GF US High Yield Corporate Bonds (NYLIAC: 38.95%, CIG: 0.02%)

Candriam Impact One (Luxembourg) (NYLIAC: 30.62%)

Candriam Index Arbitrage (Luxembourg) (0.00%)

Candriam L (Luxembourg) (CIG: .07%)

Candriam L Balanced Asset Allocation (0.00%)

Candriam L Conservative Asset Allocation (0.00%)

Candriam L Dynamic Asset Allocation (CIG: 4.55%)

Candriam L Multi-Asset Income (0.00%)

Candriam L Multi-Asset Income & Growth (CIG: 0.01%)

Candriam L Multi-Asset Premia (CIG: 0.03%)

Candriam Long Short Credit (0.00%)

Candriam M (CIG: 0.04%)

Candriam M Global Trading (CIG: 0.04%)

Candriam M Impact Finance (CIG: 0.03%)

Candriam M Multi Strategies (CIG: 0.05%)

Candriam Money Market (Luxembourg) (0.00%)

Candriam Money Market Euro (0.00%)

Candriam Money Market Euro AAA (0.00%)

Candriam Money Market Usd Sustainable (0.00%)

Candriam Multi-Strategies (France) (CANBEL 16.51%, CANFR: 25.32%, CANLUX: 58.14%, CIG: 0.01%)

Candriam Patrimoine Obli-Inter (France) (0.00%)

Candriam Risk Arbitrage (Luxembourg) (0.00%)

Candriam Sustainable (Luxembourg) (NYLIAC: 0.10)

Candriam Sustainable Bond Emerging Markets (0.00%)

Candriam Sustainable Bond Euro (0.00)

Candriam Sustainable Bond Euro Corporate (0.00%)

Candriam Sustainable Bond Euro Short Term (0.00%)

Candriam Sustainable Bond Global (CIG: 0.02%)

Candriam Sustainable Bond Global Convertible (CIG: 0.01%)

Candriam Sustainable Bond Global High Yield (0.00%)

Candriam Sustainable Bond Impact (NYLIAC: 46.10%, CIG: 0.01%)

Candriam Sustainable Defensive Asset Allocation (0.00%)

Candriam Sustainable Equity Children (0.00%)

Candriam Sustainable Equity Circular Economy (0.00%)

Candriam Sustainable Equity Climate Action (0.00%)

Candriam Sustainable Equity Emerging Markets (0.00%)

Candriam Sustainable Equity EMU (0.00%)

Candriam Sustainable Equity Europe (0.00%)

Candriam Sustainable Equity Europe Small & Mid Caps (0.00%)

Candriam Sustainable Equity Future Mobility (CIG: 0.01%)

Candriam Sustainable Equity Japan (0.00%)

Candriam Sustainable Equity Quant Europe (0.00%)

Candriam Sustainable Equity US (0.00%)

Candriam Sustainable Equity World (0.00%)

Candriam Sustainable Money Market Euro (0.00%)

Candriam World Alternative (Luxembourg) (NYLIAC: 33.62%)

Candriam World Alternative Alphamax (NYLIAC: 33.77%)

Cleome Index (Luxembourg) (0.00%)

Cleome Index EMU Equities (0.00%)

Cleome Index Euro Corporate Bonds (0.00%)

Cleome Index Euro Government Bonds (0.00%)

Cleome Index Euro Long Term Bonds (0.06%)

Cleome Index Euro Short Term Bonds (0.00%)

Cleome Index Europe Equities (0.00%)

Cleome Index USA Equities (0.00%)

Cleome Index World Equities (CIG: 0.01%)

Paricor (CIG: 0.06%)

Paricor Patrimonium (CIG: 0.07%)

IndexIQ (CIG: 41%)

IndexIQ Factors Sustainable Corporate Euro Bond (CIG: .20%)

IndexIQ Factors Sustainable EMU Equity (CIG: 6.19%)

IndexIQ Factors Sustainable Europe Equity (CIG: .24%)

IndexIQ Factors Sustainable Japan Equity (CIG: .13%)

IndexIQ Factors Sustainable Sovereign Euro Bond (CIG: .87%)

Ausbil Investment Management Limited (Australia) (“AUSBIL”) (79.66%)

Ausbil Australia Pty. Ltd. (Australia)

Ausbil Asset Management Pty. Ltd. (Australia)

Ausbil Global Infrastructure Pty. Limited (Australia) (55%) (45% owned by 4 employees)

Ausbil Investment Management Limited Employee Share Trust (Australia) (Ausbil: 100%)

Ausbil IT - Ausbil Global SmallCap Fund (Australia) (NYLIAC: 27.06%)

Ausbit IT – Ausbil Long Short Focus Fund (Australia) (NYLIAC: 8.83%)

NYLIFE Distributors LLC (Delaware)

Flatiron RR LLC (Delaware)

Flatiron CLO 2013-1-Ltd. (Cayman Islands) (NYL: 0%) (NYLIC: 25% equity)

Flatiron CLO 2015-1 Ltd. (Cayman Islands) (NYL: 0%) (NYL Investors Approx. 59.155% Equity)

Flatiron CLO 17 Ltd. (Cayman Islands) (NYL: 0%) (NYLIC: 4.09% debt, NYL Investors 54% equity)

Flatiron CLO 18 Ltd. (Cayman Islands) (NYL: 0%) (NYL Investors 100% Equity)

Flatiron CLO 19 Ltd. (Cayman Islands) (NYL: 0%)

Flatiron CLO 20 Funding Ltd. (Cayman Islands) (NYL: 0%) (NYL Investors 62% Equity)

Flatiron CLO 21 Ltd. (Cayman Islands) NYL: 0%)

Flatiron RR CLO 22 LLC (Cayman Islands) NYL: 0%)

Flatiron CLO 23 Ltd. (Cayman Islands) (NYL: 0%)

Flatiron CLO 23 LLC (Delaware)

Flatiron RR CLO 24 Ltd. (Cayman Islands) (NYL: 0%)

Flatiron RR LLC, Manager Series (Delaware Series LLC) (Series A)

Flatiron RR LLC, Retention Series (Delaware Series LLC) (Series B)

Stratford CDO 2001-1 Ltd. (Cayman Islands)

NYLIFE LLC (Delaware)

Eagle Strategies LLC (Delaware)

New York Life Capital Corporation (Delaware)

New York Life Trust Company (New York)

NYLIFE Securities LLC (Delaware)

NYLINK Insurance Agency Incorporated (Delaware)

NYLUK I Company (United Kingdom)

NYLUK II Company (United Kingdom)

Gresham Mortgage (United Kingdom)

W Construction Company (United Kingdom)

WUT (United Kingdom)

WIM (AIM) (United Kingdom)

Silver Spring, LLC (Delaware)

Silver Spring Associates, L.P. (Pennsylvania)

SCP 2005-C21-002 LLC (Delaware)

SCP 2005-C21-003 LLC (Delaware)

SCP 2005-C21-006 LLC (Delaware)

SCP 2005-C21-007 LLC (Delaware)

SCP 2005-C21-008 LLC (Delaware)

SCP 2005-C21-009 LLC (Delaware)

SCP 2005-C21-017 LLC (Delaware)

SCP 2005-C21-018 LLC (Delaware)

SCP 2005-C21-021 LLC (Delaware)

SCP 2005-C21-025 LLC (Delaware)

SCP 2005-C21-031 LLC (Delaware)

SCP 2005-C21-036 LLC (Delaware)

SCP 2005-C21-041 LLC (Delaware)

SCP 2005-C21-043 LLC (Delaware)

SCP 2005-C21-044 LLC (Delaware)

SCP 2005-C21-048 LLC (Delaware)

SCP 2005-C21-061 LLC (Delaware)

SCP 2005-C21-063 LLC (Delaware)

SCP 2005-C21-067 LLC (Delaware)

SCP 2005-C21-069 LLC (Delaware)

SCP 2005-C21-070 LLC (Delaware)

NYMH-Ennis GP, LLC (Delaware)

NYMH-Ennis, L.P. (Texas)

NYMH-Freeport GP, LLC (Delaware)

NYMH-Freeport, L.P. (Texas)

NYMH-Houston GP, LLC (Delaware)

NYMH-Houston, L.P. (Texas)

NYMH-Plano GP, LLC (Delaware)

NYMH-Plano, L.P. (Texas)

NYMH-San Antonio GP, LLC (Delaware)

NYMH-San Antonio, L.P. (Texas)

NYMH-Stephenville GP, LLC (Delaware)

NYMH-Stephenville, L.P. (Texas)

NYMH-Taylor GP, LLC (Delaware)

NYMH-Taylor, L.P. (Texas)

NYMH-Attleboro MA, LLC (Delaware)

NYMH-Farmingdale, NY LLC (Delaware)

NYLMDC-King of Prussia GP, LLC (Delaware)

NYLMDC-King of Prussia Realty, LP (Delaware)

REEP-HOS Salisbury Square TAF LLC (Delaware) (inactive)

REEP-DRP Salisbury Square Hotel Tab JV LLC (Delaware) (inactive)

Salisbury Square Hotel LLC (Delaware) (inactive)

REEP-MF Salisbury Square Tower One TAF LLC (Delaware) (NYLIC: 95.5%; NYLIAC: 0.5%)

REEP-DRP Salisbury Square Tower One TAB JV LLC (LLC: 80%)

Salisbury Square Tower One LLC (Delaware)

REEP-MF Salisbury Square Tower Two TAF LLC (Delaware) (inactive)

REEP-DRP Salisbury Square Tower Two TAB JV LLC (Delaware) (inactive)

REEP-MF Salisbury Square TAF LLC (Delaware) (inactive)

REEP-DRP Salisbury Square Residential TAB JV LLC (Delaware) (inactive)

Salisbury Square Residential LLC (Delaware) (inactive)

REEP-IND MCP WEST NC LLC (Delaware)

Cumberland Properties LLC (Delaware)

NYLife Real Estate Holdings LLC (Delaware)

Huntsville NYL LLC (Delaware)

REEP-IND Continental NC LLC (Delaware)

LRC-Patriot, LLC (Delaware) (93%)

REEP-LRC Industrial LLC (Delaware)

REEP-IND Forest Park NJ LLC (Delaware)

FP Building 4 LLC (Delaware)

FP Building 1-2-3 LLC (Delaware)

FP Building 17, LLC (Delaware)

FP Building 20, LLC (Delaware)

FP Mantua Grove LLC (Delaware)

FP Lot 1.01 LLC (Delaware)

REEP-IND NJ LLC (Delaware)

NJIND JV LLC (Delaware) (93%)

NJIND Hook Road LLC (Delaware)

NJIND Bay Avenue LLC (Delaware)

NJIND Bay Avenue Urban Renewal LLC (Delaware)

NJIND Corbin Street LLC (Delaware)

REEP-MF Cumberland TN LLC (Delaware)

Cumberland Apartments, LLC (Tennessee)

REEP-MF Enclave TX LLC (Delaware)

REEP-MF Marina Landing WA LLC (Delaware)

REEP-SP Marina Landing LLC (Delaware) (98%)

REEP-MF Mira Loma II TX LLC (Delaware)

Mira Loma II, LLC (Delaware) (50%)

REEP-MF Summitt Ridge CO LLC (Delaware)

REEP-MF Woodridge IL LLC (Delaware)

Centerpointe (Fairfax) Holdings LLC (Delaware) (50%)

REEP-OFC 575 Lex NY LLC (Delaware)

REEP-OFC 575 Lex NY GP LLC (Delaware)

Maple REEP-OFC 575 Lex Holdings LP (Delaware) (50%)

Maple REEP-OFC 575 Lex Owner LLC (Delaware) (50%)

REEP-RTL SASI GA LLC (Delaware)

REEP-RTL Bradford PA LLC (Delaware)

REEP-RTL CTC NY LLC (Delaware)

REEP-OFC 5005 LBJ Freeway TX LLC (Delaware) (97%)

5005 LBJ Tower LLC (Delaware) (97%)

REEP-OFC/RTL MARKET ROSS TX LLC (Delaware)

MARKET ROSS TX JV LLC (Delaware) (98.7%)

MARKET ROSS TX GARAGE OWNER LLC (Delaware)

MARKET ROSS TX OFFICE OWNER LLC (Delaware)

MARKET ROSS TX RETAIL OWNER LLC (Delaware)

REEP-OFC Mallory TN LLC (Delaware)

3665 Mallory JV LLC (Delaware) (90.9%)

REEP-OFC WATER RIDGE NC LLC (Delaware)

REEP-OFC 2300 Empire LLC (Delaware)

REEP-MF Wynnewood PA LLC (Delaware)

Wynnewood JV LLC (Delaware) (100%)

REEP-MU Fayetteville NC LLC (100%) (Delaware)

501 Fayetteville JV LLC (85%) (Delaware)

501 Fayetteville Owner LLC (Delaware) (100%)

REEP-MU SOUTH GRAHAM NC LLC (Delaware)

401 SOUTH GRAHAM JV LLC (Delaware) (90%)

401 SOUTH GRAHAM OWNER LLC (Delaware)

REEP-IND COMMERCE CITY CO LLC (Delaware)

REEP-BRENNAN COMMERCE CITY JV LLC (Delaware)

REEP-MF ART TOWER OR LLC (Delaware)

REEP-WP ART TOWER JV LLC (Delaware)

REEP-OFC Mass Ave MA LLC (Delaware)

REEP-MF FARMINGTON IL LLC (Delaware)

REEP-MARQUETTE FARMINGTON JV LLC (Delaware) (90%)

REEP-MARQUETTE FARMINGTON OWNER LLC (Delaware)

REEP-MF BELLEVUE STATION WA LLC (Delaware)

REEP-LP BELLEVUE STATION JV LLC (Delaware) (86.15%)

REEP-HINE ENCLAVE POINT AZ LLC (Delaware)

REEP-HINES ENCLAVE POINT JV LLC (Delaware) (50%)

REEP-MF WILDHORSE RANCH TX LLC (Delaware

REEP-WP WILDHORSE RANCH JV LLC (Delaware)

REEP-IND ROMULUS MI LLC (Delaware)

REEP-NPD ROMULUS JV LLC (87.14%)

REEP-MF SOUTH MAIN TX LLC (Delaware) (100%)

REEP-AO SOUTH MAIN JV LLC (Delaware) (99.99%)

REEP-AO SOUTH MAIN OWNER LLC (Delaware) (100%)

2015 DIL PORTFOLIO HOLDINGS LLC (Delaware) (NYLIC: 100%)

PA 180 KOST RD LLC (Delaware)

Cortlandt Town Center LLC (Delaware)

REEP-1250 Forest LLC (Delaware)

REEP-HZ SPENCER LLC (Delaware)

REEP-IND 10 WEST AZ LLC (Delaware)

REEP-IND 4700 Nall TX LLC (Delaware)

REEP-IND Aegean MA LLC (Delaware)

REEP-IND Alpha TX LLC (Delaware)

REEP-IND MCP VIII NC LLC (Delaware)

REEP-IND CHINO CA LLC (Delaware)

REEP-IND FRANKLIN MA HOLDER LLC (Delaware)

REEP-IND FREEDOM MA LLC (Delaware)

REEP-IND Fridley MN LLC (Minnesota)

REEP-IND Kent LLC (Delaware)

REEP-IND LYMAN MA LLC (Delaware)

REEP- IND MCP II NC LLC (Delaware)

REEP- IND MCP III NC LLC (Delaware)

REEP- IND MCP IV NC LLC (Delaware)

REEP- IND MCP V NC LLC (Delaware)

REEP- IND MCP VII NC LLC (Delaware)

REEP-INC MCP III OWNER NC LLC (Delaware)

REEP-IND MCP West NC LLC (Delaware)

REEP-IND RTG NC LLC (Delaware)

REEP-IND STANFORD COURT LLC (Delaware)

REEP-IND Valley View TX LLC (Delaware)

REEP-IND Valwood TX LLC (Delaware)

REEP-MF 960 East Paces Ferry GA LLC (Delaware)

REEP-MF 960 EPF Opco GA LLC (Delaware)REEP-MF Emblem DE LLC (Delaware)

REEP-MF Gateway TAF UT LLC (Delaware) (NYLIC: 99%, NYLIAC: 1%)

REEP-WP Gateway TAB JV LLC (Delaware) (LLC: 99%, NYLIAC: 1%)

REEP-MF Issaquah WA LLC (Delaware)

REEP-MF Mount Vernon GA LLC (Delaware)

REEP-MF Mount Laurel NJ LLC (Delaware)

REEP-MF NORTH PARK CA LLC (Delaware)

REEP-AVERY OWNER LLC (Delaware)

REEP-MF One City Center NC LLC (Delaware)

REEP-MF Verde NC LLC (Delaware)

REEP-MF Wallingford WA LLC (Delaware)

REEP-MF STEWART AZ OLDER LLC (Delaware)

REEP-MF STEWART AZ (Delaware)

REEP-OFC Aspect OR LLC (Delaware) (NYLIC: 37%, NYLIAC: 63%)

REEP-OFC Bellevue WA LLC (Delaware)

REEP-OFC Financial Center FL LLC (Delaware)

REEP-OFC WATER RIDGE NC HOLDCO LLC (Delaware)

REEP-OFC ONE WATER RIDGE NC LLC (Delaware)

REEP-OFC TWO WATER RIDGE NC LLC (Delaware)

REEP-OFC FOUR WATER RIDGE NC LLC (Delaware)

REEP-OFC FIVE WATER RIDGE NC LLC (Delaware)

REEP-OFC SIX WATER RIDGE NC LLC (Delaware)

REEP-OFC SEVEN WATER RIDGE NC LLC (Delaware)

REEP-OFC EIGHT WATER RIDGE NC LLC (Delaware)

REEP-OFC NINE WATER RIDGE NC LLC (Delaware)

REEP-OFC TEN WATER RIDGE NC LLC (Delaware)

REEP-OFC ELEVEN WATER RIDGE NC LLC (Delaware)

REEP-MF FOUNTAIN PLACE MN LLC (Delaware)

REEP-MF FOUNTAIN PLACE LLC (Delaware)

REEP-MF Park-Line FL LLC (Delaware)

REEP-OFC 2300 Empire CA LLC (Delaware)

REEP-IND 10 WEST II AZ LLC (Delaware)

REEP-RTL Flemington NJ LLC (Delaware)

REEP-RTL Mill Creek NJ LLC (Delaware)

REEP-RTL NPM GA LLC (Delaware)

REEP-OFC 515 Post Oak TX LLC (Delaware) (NYLIC: 65%, NYLIAC: 35%)

REEP-RTL DTC VA LLC (Delaware) (NYLIC: 39%, NYLIAC: 61%)

REEP-RTL DTC-S VA LLC (Delaware) (NYLIC: 37%, NYLIAC: 63%)

NJIND Raritan Center LLC (Delaware)

NJIND Talmadge Road LLC (Delaware)

NJIND Melrich Road LLC (Delaware)

FP Building 18, LLC (Delaware)

FP Building 19, LLC (Delaware)

Enclave CAF, LLC (Delaware)

Summitt Ridge Apartments, LLC (Delaware)

PTC Acquisitions, LLC (Delaware)

Martingale Road LLC (Delaware)

NYLIC HKP MEMBER LLC (Delaware) (NYLIC-MM: 67.974%, NYLIAC-IM: 32.026%)

NYLIC HKP VENTURE LLC (Delaware (51%)

NYLIC HKP REIT LLC (Delaware) (51%)

New York Life Funding (Cayman Islands)⁶

New York Life Global Funding (Delaware)⁶

Government Energy Savings Trust 2003-A (GEST) (New York)⁷

UFI-NOR Federal Receivables Trust, Series 2009B (New York)⁷

NYLARC Holding Company Inc. (Arizona)⁶

New York Life Agents Reinsurance Company (Arizona)⁶

JREP Fund Holdings I, L.P. (12.5%) (Cayman Is.)

Jaguar Real Estate Partners L.P. (30.3%) (Cayman Is.)

NYLIFE Office Holdings Member LLC (Delaware) (51%)

NYLIFE Office Holdings LLC (Delaware) (51%)

NYLIFE Office Holdings REIT LLC (Delaware)

REEP-OFC DRAKES LANDING CA LLC (Delaware)

REEP-OFC CORPORATE POINTE CA LLC (Delaware)

REEP-OFC VON KARMAN CA LLC (Delaware)

REEP-OFC ONE BOWDOIN SQUARE MA LLC (Delaware)

REEP-OFC 525 N Tryon NC LLC (Delaware)

525 Charlotte Office LLC (Delaware) (100%)

REEP-IMPIC OFC PROMINENCE ATLANTA LLC (Delaware)

REEP-IMPIC OFC 24^th CAMELBACK AZ LLC (Delaware)

NYLIFE Office Holdings Acquisitions REIT LLC (Delaware)

REEP OFC Westory DC LLC (Delaware)

Skyhigh SPV Note Issuer 2020 Parent Trust(Delaware)⁷

Skyhigh SPV Note Issuer 2020 LLC(Delaware)⁷

Sol Invictus Note Issuer 2021-1 LLC (Delaware)

Veritas Doctrina Note Issuer SPV LLC (Delaware)

1 NYL Cayman Holdings Ltd. owns 15.62%.

2 NYL Worldwide Capital Investment LLC owns 0.002%.

3 NYLIC owns 0.00%, NYLIAC owns 0.00%, and MacKay owns .07% for a total ownership of .07%.

4 NYLCAP Manager LLC owns 24.66% of the voting management shares. NYLCAP India Funding LLC owns 36% of non-voting carry shares.

5 NYLCAP Manager LLC owns 24.66% of the voting management shares. NYLCAP India Funding III LLC owns 31.36% of non-voting carry shares.

6 Control is through a reliance relationship between NYLIC and this entity, not ownership of voting interests.

7 Control is through financial interest or investment management contract, not ownership of voting interests.

ITEM 30. INDEMNIFICATION

The MainStay Group of Funds, which includes MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds, maintains a joint directors and officers/errors and omissions (“D&O/E&O”) liability insurance policy and joint independent directors liability (“IDL”) insurance policy. The D&O/E&O liability insurance policy covers all of the directors and officers of the MainStay Group of Funds and the IDL insurance policy covers the independent directors only. Subject to the terms, conditions and retentions of the policies, insured persons are covered for claims made against them while acting in their official capacities with the MainStay Group of Funds.

Article VII of MainStay VP Funds Trust’s (“Registrant’s”) Declaration of Trust states as follows:

Section 3. Indemnification.

(a) For purposes of this Section 3 and Section 5 of this Article VII and any related provisions of the By-laws, “Agent” means any Person who is, was or becomes an employee or other agent of the Trust who is not a Covered Person; “Proceeding” means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and “liabilities” and “expenses” include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.

Laws:

(b) Subject to the exceptions and limitations contained in this Section, as well as any procedural requirements set forth in the By-Laws

(i) every person who is, has been, or becomes a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee or officer, and against amounts paid or incurred by him in the settlement thereof;

(ii) every Person who is, has been, or becomes an Agent of the Trust may, upon due approval of the Trustees (including a majority of the Trustees who are not Interested Persons of the Trust), be indemnified by the Trust, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been an Agent, and against amounts paid or incurred by him in the settlement thereof;

(iii) every Person who is serving or has served at the request of the Trust as a director, officer, partner, trustee, employee, agent or fiduciary of another domestic or foreign corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (“Other Position”) and who was or is a party or is threatened to be made a party to any Proceeding by reason of alleged acts or omissions while acting within the scope of his or her service in such Other Position, may, upon due approval of the Trustees (including a majority of the Trustees who are not Interested Persons of the Trust), be indemnified by the Trust, to the fullest extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by him in connection with the defense of any Proceeding in which he becomes involved as a party or otherwise by virtue of his being or having held such Other Position, and against amounts paid or incurred by him in the settlement thereof;

(c) Without limitation of the foregoing and subject to the exceptions and limitations set forth in this Section, as well as any procedural requirements set forth in the By-Laws, the Trust shall indemnify each Covered Person who was or is a party or is threatened to be made a party to any Proceedings, by reason of alleged acts or omissions within the scope of his or her service as a Covered Person, against judgments, fines, penalties, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act.

(d) No indemnification shall be provided hereunder to any Person who shall have been adjudicated by a court or body before which the proceeding was brought (i) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (collectively, “Disabling Conduct”) or (ii) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust.

(e) With respect to any Proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the Proceeding was brought, no indemnification shall be provided to a Trustee, officer, Agent or other Person unless there has been a dismissal of the Proceeding by the court or other body before which it was brought for insufficiency of evidence of any Disabling Conduct with which such Trustee, officer, Agent or other Person has been charged or a determination that such Trustee, officer, Agent or other Person did not engage in Disabling Conduct:

(i) by the court or other body before which the Proceeding was brought;

1. by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the Proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry); or

2. by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial- type inquiry).

3. The Trust’s financial obligations arising from the indemnification provided herein or in the By-Laws (i) may be insured by policies maintained by the Trust; (ii) shall be severable; (iii) shall not be exclusive of or affect any other rights to which any Person may now or hereafter be entitled; and (iv) shall continue as to a Person who has ceased to be subject to indemnification as provided in this Section as to acts or omissions that occurred while the Person was indemnified as provided herein and shall inure to the benefit of the heirs, executors and administrators of such Person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, may be entitled, and other persons may be entitled by contract or otherwise under law.

4. Expenses of a Person entitled to indemnification hereunder in connection with the defense of any Proceeding of the character described in paragraphs (a) and (b) above may be advanced by the Trust or Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Person that such amount will be paid over by him to the Trust or Series if it is ultimately determined that he is not entitled to indemnification under this Section 3; provided, however, that either (i) such Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance payments, or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Person will be found entitled to indemnification under Section 3.

Section 5. Insurance.

The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Person entitled to indemnification from the Trust in connection with any proceeding in which he or she may become involved by virtue of his or her capacity or former capacity entitling him or her to indemnification hereunder.

In addition, each Trustee has entered into a written agreement with the Registrant pursuant to which the Registrant is contractually obligated to indemnify the Trustees to the fullest extent permitted by law and by the Declaration of Trust and By-Laws of the Registrant.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 31. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISOR

New York Life Investment Management LLC (“New York Life Investments”) acts as the investment adviser for each series of the following open- end registered management investment companies: MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds.

The list of officers and directors of New York Life Investments, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by New York Life Investments (SEC File No: 801-57396).

Brown Advisory LLC – File No. 80-38826
Candriam S.C.A – File No. 801-80510

CBRE Investment Management Listed Real Assets LLC- File No. 801-49083
Epoch Investment Partners, Inc. – File No. 801-63118
FIAM LLC – File No. 801-63658
IndexIQ Advisors LLC – File No. 801-68220
Janus Capital Management LLC – File No. 801-13991
MacKay Shields LLC – File No. 801-5594
Newton Investment Management North America – File No.

801-120501
NYL Investors LLC – File No. 801-78759
Pacific Investment Management Company, LLC – File No. 801-48187
PineStone Asset Management Inc. – File No. 801-122764
Segall Bryant & Hamill, LLC – File No. 801-47232
American Century Investment Management, Inc. – File No. 801-8174
Wellington Management Company LLC – File No. 801-15908
Winslow Capital Management LLC – File No. 801-41316

ITEM 32. PRINCIPAL UNDERWRITERS

a. Inapplicable

b. Inapplicable

c. Inapplicable

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS.

Certain accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder are maintained at the offices of New York Life Insurance Company, 51 Madison Avenue, New York, NY 10010, the Registrant, the Manager, the Subadvisors and NYLIFE Distributors LLC. The Registrant, the Manager and NYLIFE Distributors LLC’s address is 30 Hudson Street, Jersey City, New Jersey 07302. The Subadvisors addresses are: Brown Advisory LLC, 901 South Bond Street, Suite 400, Baltimore, Maryland 21231; Candriam.,19-21 route d’Arlon L-8009 Strassen, Luexembourg; CBRE Investment Management Listed Real Assets LLC, 555 Lancaster Avenue, Suite 120; Radnor, PA 19087; Epoch Investment Partners, Inc., 399 Park Avenue, New York, NY 10022; FIAM LLC, 900 Salem Street, Smithfield, RI 02917; IndexIQ Advisors LLC, 51 Madison Avenue, New York, NY 10010; Janus Capital Management LLC, 151 Detroit Street, Denver, CO 80206-4805; MacKay Shields LLC, 1345 Avenue of the Americas, New York, NY 10105; Newton Investment Management North America, 201 Washington Street, Boston, MA 02108; NYL Investors LLC, 51 Madison Avenue, New York, NY 10010; Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, CA 92660; PineStone Asset Management Inc. 1981 McGill College Avenue, Suite 1600 Montreal, Québec H3A 2Y1; Segall Bryant & Hamill, LLC, 540 West Madison Street, Suite 1900, Chicago, IL 60661; T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, MD 21202; Wellington Management Company LLC, 280 Congress Street, Boston, MA 02210; and Winslow Capital Management LLC, 4400 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402.

Records relating to the Registrant’s custodian are maintained by JPMorgan Chase Bank, N.A., 383 Madison Avenue, New York, New York 10179.

Records relating to the Transfer Agent of the MainStay VP Convertible Portfolio – Service 2 Class shares and MainStay VP Floating Rate Portfolio– Initial and Service Class shares are maintained by DST Asset Manager Solutions, Inc., 2000 Crown Colony Drive, Quincy, MA 02169.

ITEM 34. MANAGEMENT SERVICES.

Inapplicable.

ITEM 35. UNDERTAKINGS.

Inapplicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) and that it has duly caused this Post-Effective Amendment No. 151 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York in the State of New York, on the 25^th day of October 2023.


	MAINSTAY VP FUNDS TRUST

	By:	/s/ Kirk C. Lehneis
		Kirk C. Lehneis
		President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 151 to the Registration Statement has been signed below by the following persons in the capacities indicated on October 25, 2023.


SIGNATURE	TITLE


/s/ Kirk C. Lehneis	President and Principal Executive Officer
Kirk C. Lehneis

/s/ Naïm Abou-Jaoudé*	Trustee
Naïm Abou-Jaoudé

/s/ Susan B. Kerley**	Trustee and Chairman of the Board
Susan B. Kerley

/s/ David H. Chow**	Trustee
David H. Chow

/s/ Karen Hammond**	Trustee
Karen Hammond

/s/ Alan R. Latshaw**	Trustee
Alan R. Latshaw

/s/ Jacques P. Perold**	Trustee
Jacques P. Perold

/s/ Richard S. Trutanic**	Trustee
Richard S. Trutanic

/s/ Jack R. Benintende	Treasurer and Principal Financial and Accounting Officer
Jack R. Benintende

By:
/s/ J. Kevin Gao	Secretary
J. Kevin Gao
As Attorney-in-Fact

* Pursuant to Power of Attorney filed herewith.
** Pursuant to Powers of Attorney previously filed.

Exhibit Index

Exhibit No. Exhibit Description

(d)(1)(p) Amendment dated August 28, 2023 to Amended and Restated Management Agreement

(d)(3)(s) Amendment to the Amended and Restated Subadvisory Agreement between New York Life Investment Management LLC and MacKay Shield LLC dated August 28, 2023

(d)(3)(t) Amendment to the Amended and Restated Subadvisory Agreement between New York Life Investment Management LLC and MacKay Shield LLC dated September 8, 2023

(d)(6) Amended and Restated Subadvisory Agreement between New York Life Investment Management LLC and Newton Investment Management North America, LLC dated March 1, 2023

(d)(9) Amended and Restated Subadvisory Agreement between New York Life Investment Management LLC and Candriam dated July 1, 2022

(d)(12) Amended and Restated Subadvisory Agreement between New York Life Investment Management LLC and IndexIQ Advisors LLC dated February 10, 2023

(d)(18) Subadvisory Agreement between New York Life Investment Management LLC and PineStone Asset Management Inc. dated July 24, 2023

(g)(1)(c) Amendment dated March 30, 2023 to the Global Custody Agreement with JP Morgan

(g)(1)(d) Amendment dated May 16, 2023 to the Global Custody Agreement with JP Morgan

(h)(7)(v) Amendment to the Amended and Restated Transfer Agency and Service Agreement dated February 28, 2022

(h)(7)(w) Amendment to the Amended and Restated Transfer Agency and Service Agreement dated January 1, 2023

(h)(7)(x) Amendment to the Amended and Restated Transfer Agency and Service Agreement dated July 24, 2023

(h)(7)(y) Amendment to the Amended and Restated Transfer Agency and Service Agreement dated August 28, 2023

(j)(7) Power of Attorney (Abou-Jaoudé)

(p)(15) Code of Ethics of PineStone Asset Management Inc. dated July 2023

MAINSTAY VP FUNDS TRUST

AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT

This Amendment to the Amended and Restated Management Agreement, is effective as of the 28^th day of August, 2023 between MainStay VP Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of its series as set forth on Schedule A (each, a “Portfolio” and collectively, the “Portfolios”), and New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”).

WHEREAS, the parties hereto have entered into an Amended and Restated Management Agreement, dated May 1, 2015, as amended (the “Agreement”); and

WHEREAS, the Trust and the Manager hereby wish to amend Schedule A of the Agreement to rename MainStay VP MacKay International Equity Portfolio to MainStay VP PineStone International Equity Portfolio.

NOW, THEREFORE, the parties agree as follows:

(i) Effective August 28, 2023, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.

[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/ Brian J. McGrady By: /s/ Kirk C. Lehneis

Name: Brian J. McGrady Name: Kirk C. Lehneis

Title: Director and Associate General Counsel Title: Senior Managing Director

MAINSTAY VP FUNDS TRUST

Attest: /s/ Brian J. McGrady By: /s/ Kirk C. Lehneis

Name: Brian J. McGrady Name: Kirk C. Lehneis

Title: Assistant Secretary Title: President

SCHEDULE A

(As of August 28, 2023)

For all services rendered by the Manager hereunder, each Portfolio of the Trust shall pay the Manager and the Manager agrees to accept as full compensation for all services rendered hereunder, an annual fee equal to the following:


PORTFOLIO	ANNUAL RATE AS A PERCENTAGE OF DAILY NET ASSETS
MainStay VP American Century Sustainable Equity Portfolio	0.63% on assets up to $500 million; 0.61% on assets from $500 million to $1 billion; and 0.585% on assets over $1 billion
MainStay VP Balanced Portfolio	0.65% on assets up to $1 billion; and 0.625% on assets from $1 billion to $2 billion; and 0.60% on assets over $2 billion
MainStay VP Bond Portfolio	0.50% on assets up to $500 million; 0.475% on assets from $500 million to $1 billion; 0.45% on assets from $1 billion to $3 billion; and 0.44% on assets over $3 billion
MainStay VP Candriam Emerging Markets Equity Portfolio	1.00% on assets up to $1 billion; and 0.975% on assets over $1 billion
MainStay VP CBRE Global Infrastructure Portfolio	0.85% on assets up to $3 billion; and 0.84% on assets over $3 billion
MainStay VP Conservative Allocation Portfolio	0.00%*
MainStay VP Epoch U.S. Equity Yield Portfolio	0.70% on assets up to $500 million; 0.68% on assets from $500 million to $1 billion; 0.66% on assets from $1 billion to $2 billion; and 0.65% on assets over $2 billion
MainStay VP Equity Allocation Portfolio	0.00%*
MainStay VP Fidelity Institutional AM^SM Utilities Portfolio	0.64% on assets up to $1 billion; 0.61% on assets from $1 billion to $3 billion; and 0.60% on assets over $3 billion
MainStay VP Floating Rate Portfolio	0.60% on assets up to $1 billion; 0.575% on assets from $1 billion to $3 billion; and 0.565% on assets over $3 billion
MainStay VP Growth Allocation Portfolio	0.00%*
MainStay VP Income Builder Portfolio	0.57% on assets up to $1 billion; and 0.55% on assets over $1 billion
MainStay VP Indexed Bond Portfolio	0.25% on assets up to $1 billion; and 0.20% on assets over $1 billion
MainStay VP IQ Hedge Multi-Strategy Portfolio	0.75% on all assets


PORTFOLIO	ANNUAL RATE AS A PERCENTAGE OF DAILY NET ASSETS
MainStay VP Janus Henderson Balanced Portfolio	0.55% on assets up to $1 billion; 0.525% on assets from $1 billion to $2 billion; and 0.515% on assets over $2 billion
MainStay VP MacKay Convertible Portfolio	0.60% on assets up to $500 million; 0.55% on assets from $500 million to $1 billion; 0.50% on assets from $1 billion to $2 billion; and 0.49% on assets over $2 billion
MainStay VP MacKay Government Portfolio	0.50% on assets up to $500 million; 0.475% on assets from $500 million to $1 billion; and 0.45% on assets over $1 billion
MainStay VP MacKay High Yield Corporate Bond Portfolio	0.57% on assets up to $1 billion; 0.55% on assets from $1 billion to $5 billion; and 0.525% on assets over $5 billion
MainStay VP MacKay Strategic Bond Portfolio	0.60% on assets up to $500 million; 0.55% on assets from $500 million to $1 billion; 0.50% on assets from $1 billion to $5 billion; and 0.475% on assets over $5 billion
MainStay VP Moderate Allocation Portfolio	0.00%*
MainStay VP Natural Resources Portfolio	0.79% on assets up to $1 billion; and 0.78% on assets over $1 billion
MainStay VP PIMCO Real Return Portfolio	0.50% on all assets
MainStay VP PineStone International Equity Portfolio	0.80% on all assets
MainStay VP Small Cap Growth Portfolio	0.81% on assets up to $1 billion; and 0.785% on assets over $1 billion
MainStay VP S&P 500 Index Portfolio	0.16% on assets up to $2.5 billion; and 0.15% on assets over $2.5 billion
MainStay VP U.S. Government Money Market Portfolio	0.40% on assets up to $500 million; 0.35% on assets from $500 million to $1 billion; and 0.30% on assets over $1 billion
MainStay VP Wellington Growth Portfolio	0.70% on assets up to $500 million; 0.65% on assets from $500 million to $1 billion; 0.625% on assets from $1 billion to $2 billion; and 0.60% on assets over $2 billion
MainStay VP Wellington Mid Cap Portfolio	0.85% on assets up to $1 billion; 0.80% on assets from $1 billion to $2 billion; and 0.775% on assets over $2 billion


PORTFOLIO	ANNUAL RATE AS A PERCENTAGE OF DAILY NET ASSETS
MainStay VP Wellington Small Cap Portfolio	0.80% on assets up to $1 billion; 0.775% on assets from $1 billion to $2 billion; and 0.75% on assets over $2 billion
MainStay VP Wellington U.S. Equity Portfolio	0.55% on assets up to $500 million; 0.525% on assets from $500 million to $1 billion; 0.50% on assets from $1 billion to $3 billion; and 0.49% on assets over $3 billion
MainStay VP Winslow Large Cap Growth Portfolio	0.75% on assets up to $500 million; 0.725% on assets from $500 million to $750 million; 0.71% on assets from $750 million to $1 billion; 0.70% on assets from $1 billion to $2 billion; 0.66% on assets from $2 billion to $3 billion; 0.61% on assets from $3 billion to $7 billion; 0.585% on assets from $7 billion to $9 billion; and 0.575% on assets over $9 billion

* The Manager will receive no fee from the Fund, although the parties acknowledge that the Manager or its affiliates shall receive compensation from other registered investment companies, including other series of the Trust, in connection with assets of the Fund that are invested in such investment companies.

THE MAINSTAY FUNDS
MAINSTAY FUNDS TRUST

MAINSTAY VP FUNDS TRUST

AMENDMENT TO AMENDED AND RESTATED SUBADVISORY AGREEMENT

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 28^th day of August 2023, 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 Amended and Restated Subadvisory Agreement, dated January 1, 2018, as amended (“Agreement”); and

WHEREAS, the Manager and the Subadvisor hereby wish to amend Schedule A of the Agreement to reflect the removal of MainStay VP MacKay International Equity Portfolio, MainStay S&P 500 Index Fund and MainStay VP S&P 500 Index Portfolio.

NOW, THEREFORE, the parties agree as follows:

(i) Effective August 28, 2023, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.

[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/ Brian J. McGrady	By: /s/ Kirk C. Lehneis
Name: Brian J. McGrady	Name: Kirk C. Lehneis
Title: Director and Associate General Counsel	Title: Senior Managing Director

MACKAY SHIELDS LLC


Attest: /s/ Young Lee	By: /s/ Rene A. Bustamante
Name: Young Lee	Name: Rene A. Bustamante
Title: General Counsel	Title: Executive Managing Director and
	Chief Administrative Officer

SCHEDULE A

(As of August 28, 2023)

As compensation for services provided by Subadvisor, the Manager will pay the Subadvisor and Subadvisor agrees to accept as full compensation for all services rendered hereunder, at an annual subadvisory fee equal to the following:


FUND / PORTFOLIO	ANNUAL RATE ON ALLOCATED ASSETS
The MainStay Funds
MainStay Income Builder Fund (investment sleeve)*	0.32% on assets up to $500 million; 0.30% on assets from $500 million to $1 billion; 0.2875% on assets from $1 billion to $5 billion; and 0.2825% on assets over $5 billion*
MainStay MacKay Convertible Fund*	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; 0.25% on assets over $1 billion to $2 billion; and 0.245% over $2 billion
MainStay MacKay High Yield Corporate Bond Fund	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $5 billion; 0.2625% on assets from $5 billion to $7 billion; 0.25% on assets from $7 billion to $10 billion; and 0.245% on assets from $10 billion to $15 billion; and 0.24% on assets over $15 billion
MainStay MacKay International Equity Fund*	0.445% on assets up to $500 million; and 0.425% on assets over $500 million
MainStay MacKay Strategic Bond Fund*	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; 0.25% on assets from $1 billion to $5 billion; and 0.2375% on assets over $5 billion
MainStay MacKay Tax Free Bond Fund*	0.225% on assets up to $500 million; 0.2125% on assets from $500 million to $1 billion; 0.20% on assets from $1 billion to $5 billion; 0.195% on assets from $5 billion to $7 billion; 0.19% on assets from $7 billion to $9 billion; and 0.185% on assets over $9 billion
MainStay MacKay U.S. Infrastructure Bond Fund*	0.25% on assets up to $500 million; 0.2375% on assets from $500 million to $1 billion; and 0.225% on assets over $1 billion
MainStay Funds Trust
MainStay MacKay California Tax Free Opportunities Fund*	0.225% on assets up to $1 billion; 0.215% on assets from $1 billion to $3 billion; and 0.21% on assets over $3 billion


FUND / PORTFOLIO	ANNUAL RATE ON ALLOCATED ASSETS
MainStay MacKay High Yield Municipal Bond Fund*	0.275% on assets up to $1 billion; 0.27% on assets from $1 billion to $3 billion; 0.265% on assets from $3 billion to $5 billion; 0.26% on assets from $5 billion to $7 billion; 0.255% on assets from $7 billion to $9 billion; and 0.25% on assets from $9 billion to $11 billion; 0.245% on assets from $11 billion to $13 billion; 0.24% on assets over $13 billion
MainStay MacKay New York Tax Free Opportunities Fund*	0.225% on assets up to $1 billion; 0.215% on assets from $1 billion to $3 billion; and 0.21% on assets over $3 billion
MainStay MacKay Short Duration High Yield Fund*	0.325% on all assets
MainStay MacKay Short Term Municipal Fund*	0.175% on assets up to $1 billion; 0.165% on assets from $1 billion to $5 billion; and 0.16% on assets over $5 billion
MainStay MacKay Strategic Municipal Allocation Fund*	0.20% on all assets
MainStay MacKay Total Return Bond Fund*	0.225% up to $1 billion; 0.22% from $1 billion to $3 billion; and 0.215% over $3 billion
MainStay VP Funds Trust
MainStay VP Income Builder Portfolio (investment sleeve)	0.285% on assets up to $1 billion; and 0.275% on assets over $1 billion
MainStay VP MacKay Convertible Portfolio	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; 0.25% on assets from $1 billion to $2 billion; 0.245% on assets over $2 billion
MainStay VP MacKay Government Portfolio	0.25% on assets up to $500 million; 0.2375% on assets from $500 million to $1 billion; and 0.225% on assets over $1 billion
MainStay VP MacKay High Yield Corporate Bond Portfolio	0.285% on assets up to $1 billion; 0.275% on assets from $1 billion to $5 billion; and 0.2625% on assets over $5 billion
MainStay VP MacKay Strategic Bond Portfolio*	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; 0.25% on assets from $1 billion to $5 billion; and 0.2375% on assets over $5 billion

The portion of the fee based upon the average daily net assets of the respective Allocated Assets shall be accrued daily at the rate of l/(number of days in calendar year) of the annual rate applied to the daily net assets of the Allocated Assets. Payment will be made to the Subadvisor on a monthly basis.

waivers or expense limitations may be changed with Board approval. To the extent the Manager has agreed to waive its management fee or reimburse expenses, the Subadvisor, upon reasonable prior notice from the Manager, has voluntarily agreed to waive or reimburse its fee in proportion to the percentage of the total subadvisory fee that the Subadvisor earns.

THE MAINSTAY FUNDS
MAINSTAY FUNDS TRUST

MAINSTAY VP FUNDS TRUST

AMENDMENT TO AMENDED AND RESTATED SUBADVISORY AGREEMENT

This Amendment to the Amended and Restated Subadvisory Agreement, is made as of the 8^th day of September 2023, 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 Amended and Restated Subadvisory Agreement, dated January 1, 2018, as amended (“Agreement”); and

WHEREAS, the Manager and the Subadvisor hereby wish to amend Schedule A of the Agreement to reflect the removal of the MainStay MacKay International Equity Fund.

NOW, THEREFORE, the parties agree as follows:

(i) Effective September 8, 2023, Schedule A is hereby amended by deleting it in its entirety and replacing it with the Schedule attached hereto.

[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/ Brian J. McGrady By: /s/ Kirk C. Lehneis

Name: Brian J. McGrady Name: Kirk C. Lehneis

Title: Director and Associate General Counsel Title: Senior Managing Director

MACKAY SHIELDS LLC

Attest: /s/ Young Lee By: /s/ Rene Bustamante

Name: Young Lee Name: Rene A. Bustamante

Title: Senior Managing Director Title: Executive Managing Director and

General Counsel Chief Administrative Officer

SCHEDULE A

(As of September 8, 2023)


FUND / PORTFOLIO	ANNUAL RATE ON ALLOCATED ASSETS
The MainStay Funds
MainStay Income Builder Fund (investment sleeve)*	0.32% on assets up to $500 million; 0.30% on assets from $500 million to $1 billion; 0.2875% on assets from $1 billion to $5 billion; and 0.2825% on assets over $5 billion*
MainStay MacKay Convertible Fund*	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; 0.25% on assets over $1 billion to $2 billion; and 0.245% over $2 billion
MainStay MacKay High Yield Corporate Bond Fund	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $5 billion; 0.2625% on assets from $5 billion to $7 billion; 0.25% on assets from $7 billion to $10 billion; and 0.245% on assets from $10 billion to $15 billion; and 0.24% on assets over $15 billion
MainStay MacKay Strategic Bond Fund*	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; 0.25% on assets from $1 billion to $5 billion; and 0.2375% on assets over $5 billion
MainStay MacKay Tax Free Bond Fund*	0.225% on assets up to $500 million; 0.2125% on assets from $500 million to $1 billion; 0.20% on assets from $1 billion to $5 billion; 0.195% on assets from $5 billion to $7 billion; 0.19% on assets from $7 billion to $9 billion; and 0.185% on assets over $9 billion
MainStay MacKay U.S. Infrastructure Bond Fund*	0.25% on assets up to $500 million; 0.2375% on assets from $500 million to $1 billion; and 0.225% on assets over $1 billion
MainStay Funds Trust
MainStay MacKay California Tax Free Opportunities Fund*	0.225% on assets up to $1 billion; 0.215% on assets from $1 billion to $3 billion; and 0.21% on assets over $3 billion


FUND / PORTFOLIO	ANNUAL RATE ON ALLOCATED ASSETS
MainStay MacKay High Yield Municipal Bond Fund*	0.275% on assets up to $1 billion; 0.27% on assets from $1 billion to $3 billion; 0.265% on assets from $3 billion to $5 billion; 0.26% on assets from $5 billion to $7 billion; 0.255% on assets from $7 billion to $9 billion; and 0.25% on assets from $9 billion to $11 billion; 0.245% on assets from $11 billion to $13 billion; 0.24% on assets over $13 billion
MainStay MacKay New York Tax Free Opportunities Fund*	0.225% on assets up to $1 billion; 0.215% on assets from $1 billion to $3 billion; and 0.21% on assets over $3 billion
MainStay MacKay Short Duration High Yield Fund*	0.325% on all assets
MainStay MacKay Short Term Municipal Fund*	0.175% on assets up to $1 billion; 0.165% on assets from $1 billion to $5 billion; and 0.16% on assets over $5 billion
MainStay MacKay Strategic Municipal Allocation Fund*	0.20% on all assets
MainStay MacKay Total Return Bond Fund*	0.225% up to $1 billion; 0.22% from $1 billion to $3 billion; and 0.215% over $3 billion
MainStay VP Funds Trust
MainStay VP Income Builder Portfolio (investment sleeve)	0.285% on assets up to $1 billion; and 0.275% on assets over $1 billion
MainStay VP MacKay Convertible Portfolio	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; 0.25% on assets from $1 billion to $2 billion; 0.245% on assets over $2 billion
MainStay VP MacKay Government Portfolio	0.25% on assets up to $500 million; 0.2375% on assets from $500 million to $1 billion; and 0.225% on assets over $1 billion
MainStay VP MacKay High Yield Corporate Bond Portfolio	0.285% on assets up to $1 billion; 0.275% on assets from $1 billion to $5 billion; and 0.2625% on assets over $5 billion
MainStay VP MacKay Strategic Bond Portfolio*	0.30% on assets up to $500 million; 0.275% on assets from $500 million to $1 billion; 0.25% on assets from $1 billion to $5 billion; and 0.2375% on assets over $5 billion

MAINSTAY VP FUNDS TRUST

AMENDED AND RESTATED SUBADVISORY AGREEMENT

This Amended and Restated Subadvisory Agreement is effective as of the 1^st day of March, 2023 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Newton Investment Management North America, LLC, a Delaware limited liability company (the “Subadvisor”).

WHEREAS, MainStay VP Funds Trust (the “Trust” or “Registrant”), is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and

WHEREAS, the Trust is authorized to issue separate series, each of which may offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies and limitations; and

WHEREAS, the Trust currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future; and

WHEREAS, the Manager entered into a Management Agreement with the Trust, on behalf of its separate series (the “Management Agreement”); and

WHEREAS, the Manager and BNY Mellon Asset Management North America Corporation (“Mellon”) entered into a Subadvisory Agreement dated November 30, 2018, as amended May 1, 2021, with respect to the Trust, as amended (the “Previous Subadvisory Agreement”); and

WHEREAS, the Subadvisor assumed all rights and obligations of Mellon under the Previous Subadvisory Agreement pursuant to an Assumption Agreement dated August 31, 2021, in reliance on Rule 2a-6 under the 1940 Act; and

WHEREAS, under the Management Agreement, the Manager has agreed to provide certain investment advisory and related administrative services to the Trust; 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 one or more of the series of the Trust and manage such portion of the Trust as the Manager shall from time to time direct, and the Subadvisor is willing to furnish such services; and

WHEREAS, the parties hereto now desire to amend and restate the Previous Subadvisory Agreement; and

WHEREAS, this Agreement restates, in its entirety, the Previous Subadvisory Agreement; and

WHEREAS, the parties to this Agreement acknowledge that the Agreement is not intended to materially change the services provided under the Previous Subadvisory Agreements;

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 Subadvisor to act as subadvisor to the series of the Trust designated on Schedule A of this Agreement (each a “Series” or “Portfolio”) with respect to all, or a portion of the assets of the Series designated by the Manager as allocated to the Subadvisor (the “Allocated Assets”), subject to such written instructions, including any redesignation of Allocated Assets and supervision as the Manager may from time to time furnish for the periods 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.

In the event that the Registrant designates one or more series other than the Series with respect to which the Manager wishes to retain the Subadvisor to render investment advisory services hereunder, it shall notify the Subadvisor in writing. If the Subadvisor is willing to render such services, it shall notify the Manager in writing, whereupon such series shall become a Series hereunder, and be subject to this Agreement, and Schedule A shall be revised accordingly.

2. Portfolio Management Duties. Subject to the supervision of the Manager and the oversight of the Trust’s Board of Trustees (“Board”), the Subadvisor will provide a continuous investment program for the Series’ Allocated Assets and determine the composition of the assets of the Series’ Allocated Assets, 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 Series’ Allocated Assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Series, when these transactions should be executed, and what portion of the Allocated Assets of the Series 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 Series. The Subadvisor will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, copies of which shall be delivered to the Subadvisor by the Manager. The Subadvisor further agrees as follows:

(a) The Subadvisor understands that the Allocated Assets of the Series need to be managed so as to permit the Series to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”), and will coordinate efforts with the Manager with that objective, and to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder, as applicable.

(b) The Subadvisor will conform 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 Trust’s Board of which a copy has been delivered to the Subadvisor, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, as supplemented or amended, copies of which shall be delivered to the Subadvisor by the Manager.

(c) On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Series 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 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 Trust 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 Series or Registrant.

(d) In connection with the purchase and sale of securities for the Series, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Series, 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 (such as ISIN code) to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Series. 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 Registrant’s custodian and portfolio accounting agent.

(e) The Subadvisor will assist the custodian and portfolio accounting agent for the Registrant in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Trust, the value of any portfolio securities or other Allocated Assets of the Series for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor.

(f) The Subadvisor will make available to the Trust and the Manager, promptly upon request, all of the Series’ 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 Registrant), as are necessary to assist the Registrant 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 Registrant are being conducted in a manner consistent with applicable laws and regulations.

(g) The Subadvisor will provide reports to the Trust’s Board, for consideration at meetings of the Board, on the investment program for the Series and the issuers and securities represented in the Series’ Allocated Assets, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees 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 Series unless the contract with such company is approved by a majority of the Registrant’s Board and by a majority of the applicable Trustees 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 Trust, 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 applicable Series of the Trust 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 Series, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Trust 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.

(i) The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in the Allocated Assets or Portfolio, at the expense of the Allocated Assets or Portfolio. 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 Allocated Assets or Portfolio 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 as compensation therefor, a fee equal to the percentage of the Allocated Assets constituting the respective Series’ average daily net assets as described in the attached Schedule A. 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 Registrant for management services described under the Management Agreement between the Trust and the Manager. Expense caps or fee waivers for the Series 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.

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 Trust, 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 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 the Series 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 Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standards and the Trust’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 Series 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 Series, 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 post-effective amendment to the Registration Statement for the Trust 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 Trust shall be responsible for all the expenses of the Registrant’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 Registrant;

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

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

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

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

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

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

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

(i) the fees and expenses involved in registering and maintaining registrations of the Registrant and of its Series with the SEC, registering the Trust as a broker or dealer and qualifying its shares under state securities laws, including the preparation and printing of the Registrant’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 Trustees’ 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 Registrant’s business; and

(l) any expenses assumed by the Series pursuant to a Plan of Distribution adopted in conformity with Rule 12b-1 under the 1940 Act.

7. Compliance.

(a) The Subadvisor agrees to assist the Manager and the Trust in complying with the Registrant’s obligations under Rule 38a-1 under the 1940 Act, including but not limited to: (i) periodically providing the Registrant’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 Registrant’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 Trust’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’ approval of the Subadvisor’s Compliance Program.

(b) The Subadvisor agrees that it shall promptly notify the Manager and the Registrant’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 basis for believing that the Series 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 promptly of any material fact known to the Subadvisor about the Subadvisor that is not contained in the Registration Statement or prospectus for the Registrant, 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 promptly notify the Subadvisor: (i) in the event that the SEC has censured the Manager or the Registrant, 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 Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.

(d) The Manager represents, warrants and agrees that each of the Trust and Fund will rely on Rule 4.5 of the U.S. Commodity Futures Trading Commission (“CFTC”) and is a “qualified eligible person” as defined in Rule 4.7 of the CFTC, and that the Trust has or will file with the National Futures Association a notice of eligibility claiming an exclusion from the definition of the term “commodity pool operator” under Rule 4.5.

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

(b) By-Laws of the Trust, 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 Trust’s Trustees authorizing the appointment of the Subadvisor and approving the form of this Agreement;

(d) Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-lA, as filed with the SEC relating to the Series and the Series’ shares, and all amendments thereto;

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

(f) Prospectus and Statement of Additional Information of the Portfolio.

The Manager agrees that it shall provide all other information to the Subadvisor as the Subadvisor shall reasonably require to enable it to perform its duties hereunder.

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 Series are the property of the Registrant and further agrees to surrender promptly to the Registrant any of such records upon the Registrant’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.

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 Registrant.

11. Representations Respecting Subadvisor. The Manager and the Trust agree that neither the Registrant, the Manager, nor affiliated persons of the Registrant, 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 Series concerning the Subadvisor or the Series other than the information or representations contained in the Registration Statement, Prospectus or Statement of Additional Information for the Trust’s shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, 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 ten (10) 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 Series 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 Series or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or otherwise required by law. Notwithstanding the foregoing, Subadvisor may disclose confidential information to its officers, employees, affiliates and agents and to other third parties (including, without limitation, custodians, brokers, counterparties and trade data repositories) in connection with the performance of its services under this Agreement or to assist or enable the effective management of Manager’s overall relationship with Subadvisor and its affiliated entities. Confidential information of a party shall not include information that has been disclosed to the public, becomes available to the public through no fault of the other party or which is disclosed to the other party by a third party who had lawfully obtained such information and without a breach of the third party’s confidentiality obligations.

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 Trust 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.

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 Trust, 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 Registration Statement or Prospectus covering shares of the Registrant or Series, or any amendment thereof or any supplement thereto, 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 Registrant 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 Series, 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 Registrant or Series, 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 Registrant or any affiliated person of the Manager or the Registrant 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 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 Registrant, 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 with respect to the Series, 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 Series; and (b) the vote of a majority of those applicable Trustees 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. Any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to the Series notwithstanding: (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Registrant, unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing, this Agreement may be terminated for each or any Series hereunder: (A) by the Manager at any time without penalty, upon sixty (60) days’ written notice to the Subadvisor and the Registrant; (B) at any time without payment of any penalty by the Registrant, upon the vote of a majority of the Trust’s Board or a majority of the outstanding voting securities of each Portfolio, 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 Registrant. In the event of termination for any reason, all records of each Series for which the Agreement is terminated shall promptly be returned to the Manager or the Registrant, 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 defined in Section 2(a)(4) of the 1940 Act) or in the event the Management Agreement between the Manager and the Registrant 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 Series; and (ii) the Trustees of the Trust, including a majority of the Trustees of the Trust 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 New York Life, New York Life Investment Management, 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 Registrant and/or the Series. Upon termination of the Management Agreement between the Registrant and the Manager, the Subadvisor shall forthwith cease to use such name (or derivative or logo).

(b) It is understood that the name Newton Investment Management North America, LLC or any derivative thereof or logo associated with that name is the valuable property of the Subadvisor and its affiliates and that the Registrant and/or the Series have the right to use such name (or derivative or logo) in offering materials of the Trust sales materials with respect to the Trust with the approval of the Subadvisor and for so long as the Subadvisor is a Subadvisor to the Registrant and/or the Series. Upon termination of this Agreement, the Registrant shall forthwith cease to use such name (or derivative or logo).

20. Proxies; Class Actions.

(a) The Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with applicable fiduciary obligations and the Subadvisor’s proxy voting policy. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust 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 Allocated Assets or Series. 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 Allocated Assets or Series.

21. Notice. Unless otherwise provided herein or agreed to in writing by the parties, all notices, instructions or advice permitted or required under this Agreement shall be deemed to have been properly given if sent by regular first-class mail, registered mail, private courier or other widely-used electronic medium as agreed between the parties, and addressed to (or delivered to) the respective party at the address set forth below or at such other address or addresses as shall be specified, in each case, in a notice similarly given.

If to Manager and Trust:

New York Life Investment Management,

30 Hudson Street

Jersey City, New Jersey 07302

Attn: Chief Operating Officer, with a copy to General Counsel

If to Subadvisor:

Newton Investment Management North America, LLC

BNY Mellon Center,

201 Washington Street, Boston, Massachusetts 02108.

Attn: Chief Compliance Officer

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 party;

(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.

* * *

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the date first written above. This Agreement may be signed in counterparts.

NEW YORK LIFE INVESTMENT MANAGEMENT LLC

Attest: /s/ Brian J. McGrady By: /s/ Kirk C. Lehneis

Name: Brian J. McGrady Name: Kirk C. Lehneis

Title: Director and Associate General Counsel Title: Senior Managing Director

NEWTON INVESTMENT MANAGEMENT NORTH AMERICA, LLC

Attest: /s/ Michael Germano By: /s/ Michael Germano

Name: Michael Germano Name: Michael Germano

Title: CEO Title: CEO

SCHEDULE A

(As of March 1, 2023)


PORTFOLIO	ANNUAL RATE

MainStay VP Natural Resources Portfolio	0.40% on assets up to $150 million; 0.35% on assets from $150 million to $300 million; and 0.30% on assets over $300 million.

The portion of the fee based upon the average daily net assets of the Series shall be accrued daily at the rate of 1/(number of days in calendar year) of the annual rate applied to the daily net assets of the Series.

The annual rate is based on the percentage that the Allocated Assets constitutes of the Portfolio’s total average daily net assets.

Payment will be made to the Subadvisor on a monthly basis.

MAINSTAY FUNDS TRUST

MAINSTAY VP FUNDS TRUST

AMENDED AND RESTATED SUBADVISORY AGREEMENT

This Amended and Restated Subadvisory Agreement is effective as of the 1^st day of July, 2022 (the “Agreement”), between New York Life Investment Management LLC, a Delaware limited liability company (the “Manager”) and Candriam, a partnership limited by shares organized under the laws of Luxembourg (the “Subadvisor”).

WHEREAS, MainStay Funds Trust and MainStay VP Funds Trust (each a “Registrant” and collectively, the “Registrants”), each are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and

WHEREAS, each Registrant is authorized to issue separate series, each of which may offer a separate class of shares of beneficial interest, each series having its own investment objective or objectives, policies and limitations; and

WHEREAS, each Registrant currently offers shares in multiple series, may offer shares of additional series in the future, and intends to offer shares of additional series in the future; and

WHEREAS, the Manager entered into a Management Agreement with each Registrant, on behalf of its separate series (the “Management Agreement”); and

WHEREAS, under the Management Agreement, the Manager has agreed to provide certain investment advisory and related administrative services to each Registrant; 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 and the Subadvisor entered into a Subadvisory Agreement dated November 15, 2017 with respect to MainStay VP Funds Trust, as amended (the “Previous Subadvisory Agreement”); and

WHEREAS, the Manager wishes to retain the Subadvisor to furnish certain investment advisory services to one or more of the series of each Registrant and manage such portion of each Registrant as the Manager shall from time to time direct, and the Subadvisor is willing to furnish such services; and

WHEREAS, the parties hereto now desire to amend and restate the Previous Subadvisory Agreement; and

WHEREAS, this Agreement restates, in its entirety, the Previous Subadvisory Agreement; and

WHEREAS, the parties to this Agreement acknowledge that the Agreement is not intended to materially change the services provided under the Previous Subadvisory Agreement;

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 Candriam to act as Subadvisor to the series of each Registrant designated on Schedule A of this Agreement (each a “Series”) with respect to all, or a portion of the assets of the Series designated by the Manager as allocated to the Subadvisor (the “Allocated Assets”), subject to such written instructions, including any redesignation of Allocated Assets and supervision as the Manager may from time to time furnish for the periods 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.

In the event that any Registrant designates one or more series other than the Series with respect to which the Manager wishes to retain the Subadvisor to render investment advisory services hereunder, it shall notify the Subadvisor in writing. If the Subadvisor is willing to render such services, it shall notify the Manager in writing, whereupon such series shall become a Series hereunder, and be subject to this Agreement, and Schedule A shall be revised accordingly.

2. Portfolio Management Duties. Subject to the supervision of each Registrant’s Board of Trustees (“Board”) and the Manager, the Subadvisor will provide a continuous investment program for the Series’ Allocated Assets and determine the composition of the assets of the Series’ Allocated Assets, 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 Series’ Allocated Assets by determining the securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Series, when these transactions should be executed, and what portion of the Allocated Assets of the Series 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 Series. The Subadvisor will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies and restrictions as stated in each Registrant’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended, copies of which shall be delivered to the Subadvisor by the Manager. The Subadvisor further agrees as follows:

(a) The Subadvisor understands that the Allocated Assets of the Series need to be managed so as to permit the Series 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, and to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder, as applicable.

(b) The Subadvisor will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by each Registrant’s Board of which a copy has been delivered to the Subadvisor, and the provisions of the Registration Statement of each Registrant under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act, as supplemented or amended, copies of which shall be delivered to the Subadvisor by the Manager.

(c) On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Series 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 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 each Registrant 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 Series or Registrant.

(e) The Subadvisor will assist the custodian and portfolio accounting agent for the Registrant in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for each Registrant, the value of any portfolio securities or other Allocated Assets of the Series for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor.

(f) The Subadvisor will make available to each Registrant and the Manager, promptly upon request, all of the Series’ 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 Registrant), as are necessary to assist the applicable Registrant 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 Registrant are being conducted in a manner consistent with applicable laws and regulations.

(g) The Subadvisor will provide reports to each Registrant’s Board, for consideration at meetings of the Board, on the investment program for the Series and the issuers and securities represented in the Series’ Allocated Assets, and will furnish each Registrant’s Board with respect to the Series such periodic and special reports as the Trustees 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 Series unless the contract with such company is approved by a majority of the applicable Registrant’s Board and by a majority of the applicable Trustees 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 Trust, 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 applicable Series of each Registrant 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 Series, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Trust assets:

3. Compensation. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadvisor as compensation therefor, a fee equal to the percentage of the Allocated Assets constituting the respective Series’ average daily net assets as described in the attached Schedule A. 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 applicable Registrant for management services described under the Management Agreement between each Registrant and the Manager. Expense caps or fee waivers for the Series 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.

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 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 the Series 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 Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standards and each Registrant’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 Series 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 Series, 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 post-effective amendment to the Registration Statement for each Registrant 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 each Registrant shall be responsible for all the expenses of that Registrant’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 Registrant;

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