0001144204-15-047280.txt : 20150807 0001144204-15-047280.hdr.sgml : 20150807 20150807151158 ACCESSION NUMBER: 0001144204-15-047280 CONFORMED SUBMISSION TYPE: N-CSR/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20150807 DATE AS OF CHANGE: 20150807 EFFECTIVENESS DATE: 20150807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAINSTAY FUNDS TRUST CENTRAL INDEX KEY: 0001469192 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CSR/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-22321 FILM NUMBER: 151036993 BUSINESS ADDRESS: STREET 1: 51 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212 576 7000 MAIL ADDRESS: STREET 1: 51 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010

0001469192 S000038282 MainStay Marketfield Fund

C000118167 Class I MFLDX

C000120997 Class A MFADX

C000120998 Class C MFCDX

C000120999 Class R2 MFRDX

C000121000 Investor Class MFNDX

C000127153 Class P MFPDX

C000127155 Class R6 MFRIX

N-CSR/A 1 v417570_ncsr-a.htm AMENDED N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR/A

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act File Number 811-22321

MAINSTAY FUNDS TRUST

(Exact name of Registrant as specified in charter)

51 Madison Avenue, New York, NY 10010

(Address of principal executive offices) (Zip code)

J. Kevin Gao, Esq.

169 Lackawanna Avenue

Parsippany, New Jersey 07054

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: December 31, 2014

EXPLANATORY NOTE

The Registrant is filing this amendment to its Form N-CSR for the period ended December 31, 2014, originally filed with the Securities and Exchange Commission on March 6, 2015 (Accession Number 0001193125-15-081114) to amend Item 4, "Audit Fees." The purpose of the amendment to Item 4 is to amend information related to fiscal years ended 2013 and 2014.

Items 1, 2, 3, and 5 through 11 to this Form N-CSR are incorporated by reference to the Form N-CSR filed on EDGAR on March 6, 2015 (Accession Number 0001193125-15-081114).

FORM N-CSR/A

The information presented in this Form N-CSR relates solely to the MainStay Marketfield Fund, a series of the Registrant.

Item 4. Principal Accountant Fees and Services.

(a)

Audit Fees

The aggregate fees billed for the fiscal year ended December 31, 2014 for professional services rendered by PricewaterhouseCoopers LLP (“PwC”) for the audit of the Registrant's annual financial statements or services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for that fiscal year were $118,000.

The aggregate fees billed for the fiscal year ended December 31, 2013 for professional services rendered by PwC for the audit of the Registrant's annual financial statements or services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for that fiscal year were $82,500.

(b)

Audit-Related Fees

The aggregate fees billed for assurance and related services by PwC that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item were: (i) $0 for the fiscal year ended December 31, 2014, and (ii) $0 for the fiscal year ended December 31, 2013. These audit-related services include review of financial highlights for Registrant’s registration statements and issuance of consents to use the auditor’s reports.

(c)

Tax Fees

The aggregate fees billed for professional services rendered by PwC for tax compliance, tax advice, and tax planning were: (i) $0 during the fiscal year ended December 31, 2014, and (ii) $20,000 during the fiscal year ended December 31, 2013. These services primarily included preparation of federal, state and local income tax returns and excise tax returns, as well as services relating to excise tax distribution requirements.

(d)

All Other Fees

The aggregate fees billed for products and services provided by PwC, other than the services reported in paragraphs (a) through (c) of this Item were: (i) $0 during the fiscal year ended December 31, 2014, and (ii) $0 during the fiscal year ended December 31, 2013.

(e)

Pre-Approval Policies and Procedures

(1)

The Registrant's Audit Committee has adopted pre-approval policies and procedures (the "Procedures") to govern the Committee's pre-approval of (i) all audit services and permissible non-audit services to be provided to the Registrant by its independent accountant, and (ii) all permissible non-audit services to be provided by such independent accountant to the Registrant's investment adviser and to any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant (collectively, the "Service Affiliates") if the services directly relate to the Registrant's operations and financial reporting. In accordance with the Procedures, the Audit Committee is responsible for the engagement of the independent accountant to certify the Registrant's financial statements for each fiscal year. With respect to the pre-approval of non-audit services provided to the Registrant and its Service Affiliates, the Procedures provide that the Audit Committee may annually pre-approve a list of the types of services that may be provided to the Registrant or its Service Affiliates, or the Audit Committee may pre-approve such services on a project-by-project basis as they arise. Unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent accountant. The Procedures also permit the Audit Committee to delegate authority to one or more of its members to pre-approve any proposed non-audit services that have not been previously pre-approved by the Audit Committee, subject to the ratification by the full Audit Committee no later than its next scheduled meeting. To date, the Audit Committee has not delegated such authority.

(2)

With respect to the services described in paragraphs (b) through (d) of this Item 4, no amount was approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) There were no hours expended on PwC’s engagement to audit the Registrant's financial statements for the most recent fiscal year was attributable to work performed by persons other than PwC's full-time, permanent employees.

(g) All non-audit fees billed by PwC for services rendered to the Registrant for the fiscal years ended December 31, 2014 and December 31, 2013 are disclosed in 4(b)-(d) above.

The aggregate non-audit fees billed by PwC for services rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant were approximately: (i) $3.771 million for the fiscal year ended December 31, 2014, and (ii) $2.876 million for the fiscal year ended December 31, 2013.

(h) The Registrant’s Audit Committee has determined that the non-audit services rendered by PwC for the fiscal year ended December 31, 2014 to the Registrant’s investment adviser and any entity controlling, controlled by, or under common control with the Registrant’s investment adviser that provides ongoing services to the Registrant that were not required to be pre-approved by the Audit Committee because they did not relate directly to the operations and financial reporting of the registrant were compatible with maintaining the respective independence of PwC during the relevant time period.

Item 12. Exhibits.

(a)(1)

Code of Ethics

(a)(2)

Certifications of principal executive officer and principal financial officer as required by Rule 30a-2 under the Investment Company Act of 1940.

(b)

Certifications of principal executive officer and principal financial officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

MAINSTAY FUNDS TRUST

By:	/s/ Stephen P. Fisher
	Stephen P. Fisher
	President and Principal Executive Officer

Date:	August 7, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this amended report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Stephen P. Fisher
	Stephen P. Fisher
	President and Principal Executive Officer

Date:	August 7, 2015


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

Date:	August 7, 2015

EXHIBIT INDEX

(a)(1)

Code of Ethics – filed as Exhibit (a)(1) to Form N-CSR filed on EDGAR on March 6, 2015 (Accession Number 0001193125-15-081114)

(a)(2)

Certifications of principal executive officer and principal financial officer as required by Rule 30a-2 under the Investment Company Act of 1940.

(b)

Certification of principal executive officer and principal financial officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.

EX-99.CERT 2 v417570_ex99-cert.htm EXHIBIT 99.CERT

Exhibit (a)(2)

SECTION 302 CERTIFICATIONS

Stephen P. Fisher, President and Principal Executive Officer of MainStay Funds Trust, certify that:

I have reviewed this amended report on Form N-CSR of MainStay Funds Trust;

Based on my knowledge, this amended report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amended report;

Based on my knowledge, the financial statements, and other financial information included in this amended report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this amended report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amended report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this amended report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this amended report based on such evaluation; and

(d) Disclosed in this amended report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this amended report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ Stephen P. Fisher
		Stephen P. Fisher
		President and Principal Executive Officer,
		MainStay Funds Trust

		Date: August 7, 2015

SECTION 302 CERTIFICATIONS

Jack R. Benintende, Treasurer and Principal Financial and Accounting Officer of MainStay Funds Trust, certify that:

I have reviewed this amended report on Form N-CSR of MainStay Funds Trust;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ Jack R. Benintende
		Jack R. Benintende
		Treasurer and Principal Financial and Accounting Officer,
		MainStay Funds Trust

		Date: August 7, 2015

EX-99.906.CERT 3 v417570_ex99-906cert.htm EXHIBIT 99.906CERT

Exhibit (b)

SECTION 906 CERTIFICATIONS

In connection with this amended report on Form N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	By:	/s/ Stephen P. Fisher
		Stephen P. Fisher
		President and Principal Executive Officer,
		MainStay Funds Trust

		Date: August 7, 2015

SECTION 906 CERTIFICATIONS

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	By:	/s/ Jack R. Benintende
		Jack R. Benintende
		Treasurer and Principal Financial and Accounting Officer,
		MainStay Funds Trust

		Date: August 7, 2015