Unassociated Document

POS EX 1 v219826_posex.htm Unassociated Document

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 2011

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 [X]

Post-Effective Amendment No. 56

AND

REGISTRATION STATEMENT

UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 57

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

J. Kevin Gao, Esq.

MainStay VP Funds Trust

169 Lackawanna Avenue

Parsippany, NJ 07054

Copy to:

Sander M. Bieber, Esq.

Dechert LLP

1775 I 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 1935 as amended

EXPLANATORY STATEMENT

Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A (File No. 002-86082) (the "Registration Statement") of MainStay VP Funds Trust (the “Registrant”) was filed on April 14, 2011, pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”) for the purpose of expressly adopting the registration statement of MainStay VP Series Fund, Inc. as its own for all purposes of the Securities Act and the Investment Company Act of 1940, as amended. This Post-Effective Amendment No. 56 to the Registration Statement of the Registrant is being filed pursuant to Rule 462(d) under the Securities Act solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 56 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-1A setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 56 does not modify any other part of the Registration Statement, and is not meant to supplant, supersede or otherwise affect Post-Effective Amendment No. 55 other than to modify Part C thereof. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 56 shall become effective immediately upon filing with the Securities and Exchange Commission. Part A and Part B of Post-Effective Amendment No. 55 are hereby incorporated by reference.

Part C. Other Information

Item 28. EXHIBITS

a. Declaration of Trust

Certificate of Trust dated December 15, 2010 – Previously filed with Post-Effective Amendment No. 55 filed on April 14, 2011*

Declaration of Trust dated December 15, 2010 – Previously filed with Post-Effective Amendment No. 55 filed on April 14, 2011*

b. By-Laws

By-Laws of the Registrant dated December 15, 2010 – Previously filed with Post-Effective Amendment No. 55 filed on April 14, 2011*

c. Instruments Defining Rights of Security Holders

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

d. Investment Advisory Contracts

Management Agreement between the Registrant and New York Life Investment Management LLC dated April 29, 2011 – Filed herewith

Amended and Restated Subadvisory Agreement between New York Life Investment Management LLC and Epoch Investment Partners, Inc. dated April 29, 2011 – Filed herewith

Subadvisory Agreement between New York Life Investment Management LLC and Institutional Capital LLC dated April 29, 2011 – Filed herewith

Subadvisory Agreement between New York Life Investment Management LLC and MacKay Shields LLC dated April 29, 2011 – Filed herewith

Subadvisory Agreement between New York Life Investment Management LLC and Madison Square Investors LLC dated April 29, 2011 – Filed herewith

Subadvisory Agreement between New York Life Investment Management LLC and Winslow Capital Management, Inc. dated April 29, 2011 – Filed herewith

e.	Underwriting Contracts

Distribution and Service Agreement between MainStay VP Funds Trust and NYLIFE Distributors LLC dated April 29, 2011 – Filed herewith

f. Not Applicable

g. Custodian Agreements

Amended and Restated Master Custodian Agreement with State Street Bank and Trust Company dated January 1, 2011 – Previously filed with Post-Effective Amendment No. 9 to MainStay Funds Trust’s Registration Statement on February 28, 2011*

First Amendment dated April 29, 2011 to the Amended and Restated Master Custodian Agreement - Filed herewith

Amended and Restated Master Delegation Agreement with State Street Bank and Trust Company dated January 1, 2011 – Previously filed with Post-Effective Amendment No. 9 to MainStay Funds Trust’s Registration Statement on February 28, 2011*

First Amendment dated April 29, 2011 to the Amended and Restated Master Delegation Agreement - Filed herewith

h. Other Material Contracts

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 – Filed herewith

Assignment and Amendment dated April 29, 2011 – Filed herewith

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 filed on April 14, 2000*

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

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

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

i. Legal Opinions

Legal Opinion of Dechert LLP – Filed herewith

j. Other Opinions

Consent of Independent Registered Public Accounting Firm – Previously filed with Post Effective Amendment No. 55 filed on April 14, 2011*

k. Not applicable

l. Not applicable

m. Rule 12b-1 Plan

Distribution and Service Plan dated April 29, 2011 – Filed herewith

n. Rule 18f-3 Plans

Rule 18f-3 Plan dated April 29, 2011 – Filed herewith

p. Codes of Ethics

Code of Ethics of the Registrant – Filed herewith

MacKay Shields LLC Amended and Restated Code of Ethics dated January 2011 – Previously filed with Post-Effective Amendment No. 55 filed on April 14, 2011*

New York Life Investment Management Holdings LLC Code of Ethics dated January 2011 – Previously filed with Post-Effective Amendment No. 55 filed on April 14, 2011*

Institutional Capital LLC Code of Ethics, as amended and restated, dated January 2009 – Previously filed with Post-Effective Amendment No. 55 filed on April 14, 2011*

Nuveen Investments Inc., including Winslow Capital Management Inc., dated January 2011 – Previously filed with Post-Effective Amendment No. 55 filed on April 14, 2011*

Epoch Holding Corporation Code of Ethics and Business Conduct, as amended, dated December 2009 – Previously filed with Post-Effective Amendment No. 55 filed on April 14, 2011*

Other Exhibits:

1. Powers of Attorney – Previously filed with Post Effective Amendment No. 55 filed on April 14, 2011*

_____________________

* Incorporated herein by reference

Item 29. PERSONS CONTROLLED OR UNDER COMMON CONTROL WITH REGISTRANT

Shares of the 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 affiliates, New York Life Investment Management LLC, MacKay Shields, LLC. Madison Square Investors LLC and Institutional Capital LLC, serve as investment advisers to the Portfolios.

The following chart indicates the persons controlled by New York Life. Ownership is 100% unless otherwise indicated. Subsidiaries of other subsidiaries are indented accordingly.

Name of Organization (Jurisdiction)1


	The MainStay Funds2 (Massachusetts)
	Eclipse Funds, Inc.2 (Maryland)
	Eclipse Funds2 (Massachusetts)
	MainStay VP Funds Trust2 (Delaware)

MainStay Funds Trust2 (Delaware)

New York Life Investment Management Holdings LLC (Delaware)

MacKay Shields LLC (Delaware)

		MacKay Shields Core Plus Opportunities Fund GP LLC (Delaware)
		MacKay Municipal Managers Opportunities GP LLC (Delaware)
		MacKay Municipal Managers Credit Opportunities GP LLC (Delaware)
		MacKay Shields High Yield Active Core Fund GP LLC (Delaware)
		MacKay Shields Credit Strategy Fund Ltd (Cayman Islands)
		MacKay Shields Defensive Bond Arbitrage Fund Ltd. (Bermuda)
		MacKay Shields Core Plus Opportunities Fund Ltd. (Cayman Islands)
		MacKay Shields General Partner (L/S) LLC (Delaware)
		MacKay Shields Credit Strategy Partners LP (Delaware)
		MacKay Shields Statutory Trust High Yield Corporate Bond Series (Connecticut)

	Madison Capital Funding LLC (Delaware)
	MCF Co-Investment GP, LLC
	MCF Capital Management LLC
	MCF Fund I LLC (Delaware)
	Madison Square Investors LLC
	Madison Square Investors Large-Cap Enhanced Index Fund GP, LLC (Delaware)
	Madison Square Investors Asian Equity Market Neutral Fund GP, LLC (Delaware)
	Madison Square Investors Asian Equity Market Neutral Master Fund Ltd. (Cayman Is.)
	Madison Square Investors European Equity Market Neutral Fund GP, LLC (Delaware)
	McMorgan & Company LLC (Delaware)
	NYLCAP Manager LLC (Delaware)

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

		NYLCAP India Funding LLC (Delaware)
		NYLCAP India Funding III LLC (Delaware)
		NYLCAP 2010 Co-Invest GenPar GP, LLC (Delaware)
		New York Life Capital Partners IV GenPar GP, LLC (Delaware)

	NYLCAP Canada GenPar Inc. (Canada)
	NYLCAP Mezzanine Partners III GenPar GP, LLC (Delaware)
	NYLCAP Select Manager GenPar GP, LLC (Delaware)
	NYLIM Service Company LLC (Delaware)
	New York Life Investment Management LLC (Delaware)

		NYLIM GP, LLC (Delaware)
		NYLIM Fund II GP, LLC (Delaware)


		New York Life Investment Management (U.K.) Limited (United Kingdom)
		NYLIM-GCR Fund I LLC (Delaware)

		NYLIM U.S. Core Equity Market Neutral Fund GP LLC (Delaware)

	NYLIFE Distributors LLC (Delaware)
	NYLIM Real Estate Inc. (Delaware)
	NYLCAP Holdings (Mauritius) (Mauritius)
	Institutional Capital LLC (Delaware)

New York Life Insurance and Annuity Corporation (Delaware)

Pacific Square Investments LLC (Delaware)

29 Park Investments No. 2 Limited (Cayman Islands)

New York Life International LLC (Delaware)

	New York Life Insurance Taiwan Corporation (Taiwan)
	Maxima S.A. AFJP . (Argentina) (40%)
	SEAF Sichuan SME Investment Fund LLC (Delaware) (39.98%)
	HSBC New York Life Seguros de Vida (Argentina) S.A.3 (Argentina) (40%)

	HSBC New York Life Seguros de Retiro (Argentina) S.A.3 (Argentina)(40%)
	Maxima S.A. AFJP4 (40%) (Argentina)
	New York Life Insurance Limited (South Korea)
	New York Life Insurance Worldwide Limited (Bermuda) (96.03%)
	New York Life International Holdings Limited (Mauritius) 95.4%)

Max New York Life Insurance Company Limited3(26%) (India)

Servicios Corporativos SMNYL, S.A. de C.V. (Mexico) (99%)

Centro de Capacitacion Monterry, A.C. (Mexico) (99.791%)

	New York Life International India Fund (Mauritius) LLC (90%) (Mauritius)

	NYL Cayman Holdings Ltd. (Cayman Islands)
	New York Life Worldwide Capital, LLC. (Delaware)

		Fianzas Monterrey, S.A. (99.95%) (Mexico)
		Operadora FMA, S.A. de C.V. (99%) (Mexico)

	New York Life Insurance Taiwan Corporation (Taiwan)
	NYL-HK Capital Planning LLC (Delaware)
	NYLIFE Thailand, Inc. (Delaware)
	PMCC Ltd. (49%)(Thailand)


		NYL Data Center Limited ((99.97%) (Thailand)

	NYLI-VB Asset Management Co. (Mauritius) LLC (90%) (Mauritius)
	Siam Commercial New York Life Insurance Public Company Limited (47.33%) (Thailand)
	Seguros Monterrey New York Life, S.A. de C.V.(99.996%) (Mexico)

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

NYL Cayman Ltd. (Cayman Islands)

NYLIFE LLC (Delaware)

	Eagle Strategies Corp. (Arizona)
	Express Scripts, Inc.4 (7.13%) (Delaware)
	New York Life Capital Corporation (Delaware)
	Monetary Research Limited (Bermuda) NYL Management Limited (United Kingdom)
	New York Life Trust Company (New York)
	NYL Executive Benefits LLC (Delaware)
	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)

NYLIFE Insurance Company of Arizona (Arizona)

Biris Holdings LLC (Delaware)

Silver Spring, LLC (Delaware)

Haier New York Life Insurance Company Limited (PRC) (China) (50%)3

NYL Wind Investments LLC (Delaware)

29 Park Investments no. 1 Ltd. (Cayman Islands)

NYLIFE Real Estate Holdings, LLC (Delaware)

Huntsville NYL LLC (Delaware)

NYLMDC – King of Prussia, LLC

NYMH – Attleboro MA, LLC

NYMH – Ennis GP, LLC

NYMH – Farmingdale New York, NY LLC

NYMH – Houston GP, LLC

NYMH – Freeport GP, LLC

NYMH – Plano GP, LLC

NYMH – San Antonio GP, LLC

NYMH – Stephenville GP, LLC

NYMH – Taylor GP, LLC

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)


1	By including the indicated organizations in this list, New York Life is not stating or admitting that said organizations are under its actual control. Information provided in this list is as of October 31, 2010.
2	These entities are registered investment companies for which New York Life and/or its subsidiaries perform one or more of the following services: investment management, administrative, distribution, transfer agency and underwriting services. They are not subsidiaries of New York Life but are included for informational purposes only.
3	This entity is included in this listing for informational purposes only. It is New York Life’s position that neither New York Life nor any of its affiliates controls this entity.
4	Includes shares owned directly by New York Life. This entity is included in this listing for informational purposes only. It is New York Life’s position that neither New York Life nor any of its affiliates controls this entity.

*This list does not serve as an admission that the Registrant considers all of these to be “affiliates”

ITEM 30. INDEMNIFICATION

New York Life maintains Directors & Officers Liability insurance coverage. The policy covers the Directors, Officers, and Trustees of New York Life, its subsidiaries and certain affiliates, including MainStay Funds Trust (the “Registrant”). Subject to the policy's terms, conditions, deductible and retentions, Directors, Officers and Trustees are covered for claims made against them while acting in their capacities as such. The primary policy is issued by Zurich-American Insurance Company, and the excess policies are issued by various insurance companies. The issuing insurance companies may be changed from time to time and there is no assurance that any or all of the current coverage will be maintained by New York Life.

Article VII of 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.

(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;

(ii) 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

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

(f) 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.

(g) 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 Bylaws 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: Eclipse Funds, Eclipse Funds Inc., MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds.

Certain information on each executive officer of New York Life Investments is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Funds for his or her own account or in the capacity of director, officer, partner or trustee. New York Life Investments’ address is 51 Madison Avenue, New York, NY 10010.

NAME	POSITION(S) WITH NEW YORK LIFE INVESTMENT MANAGEMENT LLC	OTHER BUSINESS
John Y. Kim	Chairman of the Board, Chairman and Chief Executive Officer	Executive Vice President and Member of the Executive Management Committee, New York Life Insurance Company; Chairman of the Board , Chairman and Chief Executive Officer, New York Life Investment Management Holdings, LLC; Manager, Member of the Audit Committee and Compensation Committee, Madison Capital Funding LLC, Madison Square Investors LLC, McMorgan & Company LLC, MacKay Shields LLC, NYLCAP Manager LLC and Institutional Capital LLC; Chief Executive Officer, NYLIFE Distributors LLC; Executive Vice President, NYLIFE Insurance Company of Arizona and New York Life Insurance and Annuity Corporation; Trustee of Eclipse Funds, MainStay Funds Trust and the MainStay Funds; Director of Eclipse Funds Inc. and MainStay VP Funds Trust; Manager of Private Advisors, L.L.C.

NAME	POSITION(S) WITH NEW YORK LIFE INVESTMENT MANAGEMENT LLC	OTHER BUSINESS
Theodore A. Mathas	Manager; Chairman of the Compensation Committee	Chairman and Member of New York Life Foundation; Chairman of the Board, Chairman and President and Chairman of the Executive Committee of New York Life Insurance and Annuity Corporation; Manager and Chairman of the Compensation Committee of New York Life International, LLC; Manager and Chairman of the Compensation Committee of New York Life Investment Management Holdings
Michael E. Sproule	Manager, Chairman of the Audit Committee	Director of NYLUK I Company, NYLUK II Company and GreshamMortgage; Manager of New York Life Investment Management Holdings LLC and NYLIFE LLC; Manager, Chairman of the Audit Committee and Member of the Investment Committee of New York Life International, LLC; Director and Member of the Executive Committee and Audit Committee of New York Life Insurance and Annuity Corporation; Executive Vice President, Chief Financial Officer and Member of the Executive Management Committee of New York Life Insurance Company; Manager and Chairman of the Audit Committee of McMorgan & Company LLC, Madison Square Investors LLC; Madison Capital Funding LLC; MacKay Shields LLC and Institutional Capital LLC
Frank J. Ollari	Executive Vice President	Executive Vice President of New York Life Investment Management Holdings LLC; Manager and Member of the Audit Committee of NYLCAP Manager LLC; Director of NYLIM Real Estate Inc.; Senior Vice President of NYLIFE Insurance Company of Arizona; Senior Vice President of New York Life Insurance and Annuity Corporation; Senior Vice President of New York Life Insurance Company; Manager of Madison Capital Funding LLC
Stephen P. Fisher	Senior Managing Director; Chief Marketing Officer	Manager, President and Chief Operating Officer of NYLIFE Distributors LLC; Chairman of the Board of NYLIM Service Company LLC; President of The Mainstay Funds, Eclipse Funds, Eclipse Funds Inc., Mainstay VP Funds Trust and MainStay Funds Trust; Director and Chairman of the Product and Annuity Rate Committees of New York Life Insurance and Annuity Corporation
Alison H. Micucci	Senior Managing Director	Senior Managing Director of NYLIFE Distributors LLC; Director and Member of the Executive, Examining and Audit and Management and Investment Committees of New York Life Trust Company
Susan L. Paternoster	Senior Managing Director; Head of Information Technology	None

NAME	POSITION(S) WITH NEW YORK LIFE INVESTMENT MANAGEMENT LLC	OTHER BUSINESS
George S. Shively	Senior Managing Director; General Counsel; Secretary	Senior Managing Director, General Counsel and Secretary of New York Life Investment Management Holdings LLC; Senior Vice President and Associate General Counsel of New York Life Insurance Company; Assistant Secretary of Institutional Capital LLC; Secretary of MacKay Shields LLC; Assistant Secretary of Madison Capital Funding LLC, Madison Square Investors LLC and McMorgan & Company LLC
Jefferson C. Boyce	Senior Managing Director	Director and Member of the Executive, and Management and Investment Committees of New York Life Trust Company; Senior Managing Director - New York Life Relationship Management of NYLIFE Distributors LLC; Senior Vice President of New York Life Insurance Company; Senior Vice President – Investments of New York Life Foundation
Thomas A. Clough	Senior Managing Director	Chairman of the Board and Member of the Executive Committee and Examining and Audit Committee and Chairman of the Management and Investment Committee of New York Life Trust Company; Senior Managing Director – Retirement Plan Services of NYLIFE Distributors LLC; Senior Vice President of New York Life Insurance Company
Allan Dowiak	Senior Managing Director and Head of Human Resources	Senior Managing Director and Head of Human Resources of New York Life Investment Management Holdings LLC
Anthony R. Malloy	Senior Managing Director	Senior Vice President of New York Life Insurance and Annuity Corporation; Senior Vice President of New York Life Insurance Company; Senior Vice President of NYLIFE Insurance Company of Arizona; Senior Managing Director of New York Life Investment Management Holdings LLC; Manager of NYL Wind Investments LLC; Chairman of the Board, Member of the Audit Committee and Chairman of the Compensation Committee of Madison Capital Funding LLC; Manager of MacKay Shields LLC
Donald A. Salama	Senior Managing Director and Chief Strategy Officer	None
John E. Schumacher	Senior Managing Director	Manager and Chairman of NYLCAP Manager LLC; Principal of New York Life Capital Partners II, L.L.C.; Director of NYLCAP Holdings (Mauritius); Chief Executive Officer of New York Life Capital Partners III Genpar GP, LLC; Principal of New York Life Capital Partners L.L.C.; Chief Executive Officer of NYLIM Mezzanine GenPar GP, LLC; Chief Executive Officer of NYLCAP Mezzanine Partners III GenPar GP, LLC; Sole Director and Chief Executive Officer of NYLCAP III RBG Corp. and NYLCAP III-A RBG Corp.; Manager of NYLIM-JB Asset Management Co. (Mauritius) LLC and Alternate Director of NYLIM- Jacob Ballas Asset Management Co. III LLC
Richard C. Schwartz	Senior Managing Director	Investment Officer of New York Life Trust Company; Senior Vice President of New York Life Insurance Company

NAME	POSITION(S) WITH NEW YORK LIFE INVESTMENT MANAGEMENT LLC	OTHER BUSINESS
Thomas M. Haubenstricker	Senior Managing Director	Manager and Chief Executive Officer of NYLCAP Manager LLC; Principal of New York Life Capital Partners, LLC and New York Life Capital Partners II, LLC; Executive Vice President of New York Life Capital Partners III GenPar GP, LLC, NYLCAP III RBG Corp., NYLCAP III-A RBG Corp. and NYLCAP Mezzanine Partners III GenPar GP, LLC; Manager of NYLCAP Mezzanine III Luxco S.a.r.l.; Director of New York Life Investment Management (U.K.) Limited; Alternate Director of NYLCAP Holdings (Mauritius); Manager of NYLIM – Jacob Ballas Asset Management Co. III LLC and NYLIM – JB Asset Management Co. (Mauritius) LLC; Manager of Private Advisors, L.L.C.
Mark W. Talgo	Senior Managing Director	President and Member of the Investment Committee of NYLIM Fund II GP, LLC; Director and President of NYLIM Real Estate Inc.; Executive Vice President of McMorgan & Company LLC; Senior Vice President of NYLIFE Insurance Company of Arizona; Senior Vice President of New York Life Insurance and Annuity Corporation; Senior Vice President of New York Life Insurance Company; Director of NYL Management Limited
Julia A. Warren	Senior Managing Director and Chief Risk Officer	Senior Managing Director and Chief Risk Officer of New York Life Investment Management Holdings LLC
Sara L. Badler	Senior Managing Director and Head of Legal and Compliance	Senior Managing Director and Chief Legal and Compliance Officer of New York Life Investment Management Holdings LLC
Yie-Hsin Hung	Senior Managing Director and Head of Alternative Scale Businesses	Senior Managing Director and Head of Alternative Scale Businesses of New York Life Investment Management Holdings LLC; Chairman of the Board and Chairman of the Compensation Committee of NYLCAP Manager LLC; Manager of Private Advisors, L.L.C.
Drew E. Lawton	Senior Managing Director and Head of Traditional Scale Businesses	Senior Managing Director and Head of Traditional Scale Businesses of New York Life Investment Management Holdings LLC; Chairman of the Board and Chairman of the Compensation Committee of Institutional Capital LLC, MacKay Shields LLC, Madison Square Investors LLC and McMorgan & Company LLC
Barry A. Schub	Manager and Member of the Compensation Committee	Senior Vice President and Chief Human Resources Officer of New York Life Insurance Company; Manager and Member of the Compensation Committee of New York Life International, LLC; Manager and Member of the Compensation Committee of New York Life Investment Management Holdings LLC
John A. Cullen	Manager and Member of the Audit Committee	Senior Vice President, Controller and Chief Accounting Officer of New York Life Insurance Company; Manager and Chairman of the Audit Committee of Eagle Strategies LLC, NYLCAP Manager LLC, NYLIFE Distributors LLC, NYLIFE Securities LLC, NYLIM Service Company LLC; Senior Vice President of New York Life Insurance and Annuity Corporation; Manager and Member of the Audit Committee of New York Life International, LLC; Director and Chairman of the Examining and Audit Committee of New York Life Trust Company; Director and Senior Vice President of NYLIFE Insurance Company of Arizona; Director of NYLINK Insurance Agency; Manager of NYL Executive Benefits LLC; Chief Financial Officer of NYL Wind Investments LLC
John M. Grady	Senior Managing Director and Chief Financial Officer	Senior Managing Director and Chief Financial Officer of New York Life Investment Management Holdings LLC; Chairman and President of New York Life Capital Corporation; Manager of Private Advisors, L.L.C.
Maureen McFarland	Senior Managing Director	None

MACKAY SHIELDS

MacKay Shields LLC ("MacKay Shields") acts as the subadvisor for certain series of the following open-end registered management investment companies: Eclipse Funds Inc., MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds.

Certain information on each executive officer of MacKay Shields is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Registrant for his or her own account or in the capacity of director, officer, partner or trustee. MacKay Shields’ address is 9 West 57th Street, New York, NY 10029.

NAME	POSITION(S) WITH MACKAY SHIELDS LLC	OTHER BUSINESS
Lucille Protas	Senior Managing Director, Chief Operating Officer and Treasurer	Executive Vice President of New York Life Trust Company
Gary L. Goodenough	Senior Managing Director	Senior Vice President of New York Life Trust Company
Ellen Metzger	Senior Managing Director and General Counsel	None
J. Matthew Philo	Senior Managing Director	Senior Vice President of New York Life Trust Company
Rupal J. Bhansali	Senior Managing Director	Senior Vice President, New York Life Insurance and Annuity Corporation
Edward Silverstein	Senior Managing Director	None
Rene Bustamante	Senior Managing Director and Chief Compliance Officer	None
Michael Corker	Managing Director and Chief Financial Officer	Vice President of New York Life Trust Company
Robert DiMella	Senior Managing Director	None
John Loffredo	Senior Managing Director	None

NAME	POSITION(S) WITH MACKAY SHIELDS LLC	OTHER BUSINESS
Dan C. Roberts	Senior Managing Director	None
Jae S. Yoon	Senior Managing Director	None
Louis N. Cohen	Managing Director	None
David Dowden	Managing Director	None
Luann P. Gilhooly	Managing Director	None
Therese M. Hernandez	Managing Director	None
Kirk Hashevaroff	Managing Director	None
Michael J. Kimble	Managing Director	None
Steven H. Rich	Managing Director	None
Virginia E. Rose	Managing Director	None
Michael A. Snyder	Managing Director	None
Gregory M. Spencer	Managing Director	None
Denise M. Spillane	Managing Director	None
Brian Stewart	Managing Director	None
Andrew M. Susser	Managing Director	None
Taylor B. Wagenseil	Managing Director	None
James S. Wolf	Managing Director	None
Nathaniel Hudson	Managing Director	None
Michael J. Starr	Managing Director	None
Anthony Vigilante	Managing Director	None
Laurie Walters	Managing Director	None

MADISON SQUARE INVESTORS LLC

Madison Square Investors LLC ("Madison Square Investors") acts as the subadvisor for certain series of the following open-end registered management investment companies: Eclipse Funds, MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds.

Certain information on each executive officer of Madison Square Investors is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Registrant for his or her own account or in the capacity of director, officer, partner or trustee. Madison Square Investors’ address is 1180 Avenue of the Americas, New York, NY 10036.

NAME	POSITION(S) WITH MADISON SQUARE INVESTORS LLC	OTHER BUSINESS
John Y. Kim	Manager	Chairman of the Board, Chairman and Chief Executive Officer, New York Life Investment Management LLC; Chief Investment Officer and Member of the Executive Management Committee, New York Life Insurance Company; Chairman of the Board, Chairman and Chief Executive Officer and President, New York Life Investment Management Holdings, LLC; Manager, Member of the Audit Committee and Member of the Compensation Committee, Madison Capital Funding LLC, McMorgan & Company LLC, MacKay Shields LLC, NYLCAP Manager LLC, Madison Square Investors LLC and Institutional Capital; Chief Executive Officer, NYLIFE Distributors LLC; Executive Vice President, NYLIFE Insurance Company of Arizona and New York Life Insurance and Annuity Corporation; Manager and Chairman of the Investment Committee, New York Life International, LLC; Manager, Private Advisors, L.L.C.; Trustee of Eclipse Funds, MainStay Funds Trust and The MainStay Funds; Director of Eclipse Funds Inc. and MainStay VP Funds Trust
Drew E. Lawton	Chairman of the Board	Senior Managing Director and Head of Traditional Scale Businesses of New York Life Investment Management Holdings LLC and New York Life Investment Management LLC; Chairman of the Board and Chairman of the Compensation Committee of Institutional Capital LLC, MacKay Shields LLC, Madison Square Investors LLC and McMorgan & Company LLC
Michael E. Sproule	Manager and Chairman of the Audit Committee	Manager of New York Life Investment Management Holdings LLC; Manager and Chairman of the Audit Committee of New York Investment Management LLC; Director of NYLUK I Company, NYLUK II Company and Gresham Mortgage; Manager of NYLIFE LLC; Manager, Chairman of the Audit Committee and Member of the Investment Committee of New York Life International, LLC; Director and Member of the Executive Committee and Audit Committee of New York Life Insurance and Annuity Corporation; Executive Vice President, Chief Financial Officer and Member of the Executive Management Committee of New York Life Insurance Company; Manager and Chairman of the Audit Committee of McMorgan & Company LLC, Madison Square Investors LL; Madison Capital Funding LLC; MacKay Shields LLC and Institutional Capital LLC

NAME	POSITION(S) WITH MADISON SQUARE INVESTORS LLC	OTHER BUSINESS
Michael P. Maquet	Chief Executive Officer	Executive Vice President of New York Life Trust Company
Susan L. Evans	Managing Director	Executive Vice President of New York Life Trust Company
Harvey J. Fram	Managing Director	Executive Vice President of New York Life Trust Company
Harish P. Kumar	Managing Director	None
Francis Ok	Managing Director	None
Tara McAleer	Director and Chief Compliance Officer	Director and Chief Compliance Officer, New York Life Investment Management LLC
Jennifer Oberschewen	Director and Chief Financial Officer	None
Martin J. Mickus	Managing Director	None

INSTITUTIONAL CAPITAL LLC

Institutional Capital LLC (“ICAP”) acts as the subadvisor for certain series of the following open-end registered management investment companies: MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds.

Certain information on each executive officer of ICAP is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Registrant for his or her own account or in the capacity of director, officer, partner or trustee. ICAP’s address is 225 West Wacker Drive, Suite 2400, Chicago, Illinois 60606.

NAME	POSITION(S) WITH INSTITUTIONAL CAPITAL LLC	OTHER BUSINESS
Jerrold K. Senser	Manager, Chief Executive Officer and Chief Investment Officer	Senior Vice President, New York Life Insurance Company
Paula L. Rogers	Manager and President	None
Thomas R. Wenzel	Executive Vice President and Director of Research	None
Brian Franc	Executive Vice President and Chief Compliance Officer	None
Mark E. Flanagan	Executive Vice President and Chief Financial Officer	None
Michael F. Citrano	Executive Vice President and Director of MIS	None
Kain D. Cederberg	Executive Vice President and Director of Trading	None
John P. Garrett	Senior Vice President	None

NAME	POSITION(S) WITH INSTITUTIONAL CAPITAL LLC	OTHER BUSINESS
Keith D. Watson	Executive Vice President and Director of Consultant Relationships	None
Scott E. Weisenberger	Executive Vice President and Director of Business Development and Client Services	None
Benjamin H. Bielawski	Senior Vice President	None
Jeffrey A. Miller	Senior Vice President	None
Kathleen C. Pease	Senior Vice President	None
Andrew P. Starr	Senior Vice President	None
Robert D. Stoll	Senior Vice President	None
Matthew T. Swanson	Senior Vice President	None
William Van Tuinen	Senior Vice President	None
Susan F. Lippa	Senior Vice President	None
Toireasa H. Moran	Senior Vice President	None
Kelly A. O'Kelly	Senior Vice President and Chief Marketing Officer	None
Kimberly L. Bensko	Senior Vice President	None
Hai (Henry) Gao	Senior Vice President	None
J. Christian Kirtley	Senior Vice President	None
Brian A. Strike	Senior Vice President	None

WINSLOW CAPITAL MANAGEMENT, INC.

Winslow Capital Management, Inc. ("Winslow Capital") acts as the subadvisor for certain series of the following open-end registered management investment companies: MainStay VP Funds Trust and The MainStay Funds.

Certain information on each executive officer of Winslow Capital is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Registrant for his or her own account or in the capacity of director, officer, partner or trustee. Winslow Capital’s address is 4720 IDS Tower, 80 South Eighth Street, Minneapolis, MN 55402.

NAME	POSITION(S) WITH WINSLOW CAPITAL	OTHER BUSINESS
Jean A. Baillon	Senior Managing Director, Chief Administrative Officer and Chief Financial Officer	None
Clark J. Winslow	CEO, CIO, Portfolio Manager; President of Winslow Family Foundation	None
Michael S. Palmer	President	None
Justin H. Kelly	Senior Managing Director and Portfolio Manager	None
R. Bart Wear	Senior Managing Director and Portfolio Manager	None

EPOCH INVESTMENT PARTNERS, INC.

Epoch Investment Partners, Inc. (“Epoch”) acts as the subadvisor for certain series of the following open-end registered management investment companies: Eclipse Funds, MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds.

Certain information on each executive officer of Epoch is listed below, including any business, profession, vocation or employment of a substantial nature in which each such person has been engaged during the last two fiscal years of the Registrant for his or her own account or in the capacity of director, officer, partner or trustee. Epoch’s address is 640 Fifth Avenue, 18th Floor, New York, New York 10019.

NAME	POSITION(S) WITH EPOCH / PRINCIPAL OCCUPATION
Adam Borak	Chief Financial Officer
J. Philip Clark	Executive Vice President
David N. Pearl	Executive Vice President
Timothy T. Taussig	President and Chief Operating Officer
William W. Priest	Managing Director, Chief Executive Officer and Chief Investment Officer

Item 32. PRINCIPAL UNDERWRITERS

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 the Registrant, the Manager and NYLIFE Distributors LLC, 169 Lackawanna Avenue, Parsippany, NJ 07054. Records relating to the Registrant's custodian are maintained by State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111-2900.

Item 34. MANAGEMENT SERVICES

Inapplicable.

Item 35. UNDERTAKINGS

None.

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) under the Securities Act and that it has duly caused this Post-Effective Amendment No. 56 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parsippany in the State of New Jersey, on the 29th day of April, 2011.

	MAINSTAY VP FUNDS TRUST


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

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on April 29, 2011.

SIGNATURE		TITLE

/s/ Stepehen P. Fisher		President and Principal Executive Officer
Stephen P. Fisher

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

/s/ John Y. Kim*		Trustee
John Y. Kim

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

/s/ Peter Meenan*		Trustee
Peter Meenan

/s/ Richard H. Nolan, Jr.*		Trustee
Richard H. Nolan, Jr.

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

/s/ Roman L. Weil*		Trustee
Roman L. Weil

/s/ John A. Weisser*		Trustee
John A. Weisser

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

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

* Pursuant to Powers of Attorney previously filed

EXHIBIT INDEX

d 1	Management Agreement

d 2	Subadvisory Agreement – Epoch

d 3	Subadvisory Agreement – ICAP

d 4	Subadvisory Agreement – MacKay Shields

d 5	Subadvisory Agreement – Madison Square Investors

d 6	Subadvisory Agreement – Winslow Capital

e 1	Distribution and Service Agreement

g 1 a

First Amendment to Amended and Restated Master Custodian Agreement

g 2 a

First Amendment to Amended and Restated Master Delegation Agreement

h 1	Amended and Restated Fund Participation Agreement

h 1 a

Assignment and Amendment to Amended and Restated Fund Participation Agreement

i	Legal Opinion

m 1	Distribution and Service Plan

n 1	Rule 18f-3 Plan

p 1	Registrant’s Code of Ethics